Exhibit 10.3


 


EXECUTION COPY


 


RECEIVABLES PURCHASE AGREEMENT


 


 


by and between


 


 


UNITED
STATIONERS FINANCIAL SERVICES LLC,


as Seller


 


and


 


 


UNITED
STATIONERS RECEIVABLES, LLC,


as Purchaser


 


 


Dated as of March 3, 2009


 

















 


Table of Contents


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Article I Definitions

  	
   

  	
  1

  
	
  Section 1.1

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.2

  	
  Other Terms

  	
   

  	
  3

  
	
  Section 1.3

  	
  Computation of Time Periods

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Article II Purchase, Conveyance and Servicing of Receivables

  	
   

  	
  3

  
	
  Section 2.1

  	
  Sale

  	
   

  	
  3

  
	
  Section 2.2

  	
  Servicing of Receivables

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  Article III Consideration and Payment; Receivables

  	
   

  	
  4

  
	
  Section 3.1

  	
  Conveyance Amount

  	
   

  	
  4

  
	
  Section 3.2

  	
  Payment of Conveyance Amount

  	
   

  	
  5

  
	
  Section 3.3

  	
  Settlement

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  Article IV Representations and Warranties

  	
   

  	
  6

  
	
  Section 4.1

  	
  Seller’s Representations and Warranties

  	
   

  	
  6

  
	
   

  	
   

  	
   

  
	
  Article V Covenants of the Seller

  	
   

  	
  10

  
	
  Section 5.1

  	
  Covenants of the Seller

  	
   

  	
  10

  
	
   

  	
   

  	
   

  
	
  Article VI Repurchase Obligation

  	
   

  	
  13

  
	
  Section 6.1

  	
  Mandatory Repurchase

  	
   

  	
  13

  
	
  Section 6.2

  	
  No Recourse

  	
   

  	
  13

  
	
   

  	
   

  	
   

  
	
  Article VII Conditions Precedent

  	
   

  	
  13

  
	
  Section 7.1

  	
  Conditions to the Purchaser’s Obligations
  Regarding Receivables

  	
   

  	
  13

  
	
   

  	
   

  	
   

  
	
  Article VIII Term and Termination

  	
   

  	
  14

  
	
  Section 8.1

  	
  Term

  	
   

  	
  14

  
	
  Section 8.2

  	
  Effect of Purchase Termination Date

  	
   

  	
  14

  
	
   

  	
   

  	
   

  
	
  Article IX Indemnification

  	
   

  	
  15

  
	
  Section 9.1

  	
  Indemnities by the Seller

  	
   

  	
  15

  
	
   

  	
   

  	
   

  
	
  Article X Miscellaneous Provisions

  	
   

  	
  15

  
	
  Section 10.1

  	
  Amendment

  	
   

  	
  15

  
	
  Section 10.2

  	
  GOVERNING LAW; Submission to Jurisdiction

  	
   

  	
  15

  
	
  Section 10.3

  	
  Notices

  	
   

  	
  16

  
	
  Section 10.4

  	
  Severability of Provisions

  	
   

  	
  17

  
	
  Section 10.5

  	
  Assignment

  	
   

  	
  17

  
	
  Section 10.6

  	
  Further Assurances

  	
   

  	
  17

  
	
  Section 10.7

  	
  No Waiver; Cumulative Remedies

  	
   

  	
  17

  



 


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  Section 10.8

  	
  Counterparts

  	
   

  	
  17

  
	
  Section 10.9

  	
  Binding Effect; Third-Party Beneficiaries

  	
   

  	
  18

  
	
  Section 10.10

  	
  Merger and Integration

  	
   

  	
  18

  
	
  Section 10.11

  	
  Headings

  	
   

  	
  18

  
	
  Section 10.12

  	
  Exhibits

  	
   

  	
  18

  



 


	
  Exhibits

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Form of Subordinated Note

  	
   

  	
   

  
	
  Exhibit B

  	
  Credit and Collection Policy

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedules

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Schedule 4.1(g)

  	
  List of Actions and Suits

  	
   

  	
   

  
	
  Schedule 4.1(i)

  	
  Names, Jurisdictions of
  Formation, Type of Entity and Locations of Certain Offices and Records

  	
   

  	
   

  
	
  Schedule 4.1(j)

  	
  List of Subsidiaries, Divisions
  and Tradenames; FEIN

  	
   

  	
   

  
	
  Schedule 4.1(p)

  	
  List of Blocked Account Banks and Blocked
  Accounts

  	
   

  	
   

  
					



 


ii

















 


RECEIVABLES PURCHASE AGREEMENT


 


This
RECEIVABLES PURCHASE AGREEMENT, dated as of March 3, 2009 (as amended,
supplemented or otherwise modified and in effect from time to time, this “Agreement”), between UNITED STATIONERS FINANCIAL SERVICES, LLC,
an Illinois limited liability company, as seller (the “Seller”) and UNITED
STATIONERS RECEIVABLES, LLC, an Illinois limited liability company,
as purchaser (the “Purchaser”).


 


W  I  T  N  E  S
S  E  T  H:


 


WHEREAS, the
Purchaser desires to purchase from the Seller from time to time certain accounts receivable both currently existing
and hereafter generated in the normal course of the Seller’s or the Originator’s
business pursuant to written agreements or with invoices on open accounts;


 


WHEREAS, the
Seller desires to sell and assign from time to time such certain accounts receivable to the Purchaser
upon the terms and conditions hereinafter set forth;


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, it is hereby agreed by and between the Purchaser
and the Seller as follows:


 


Article I


 


Definitions


 


Section 1.1            Definitions.


 


All
capitalized terms used herein shall have the meanings specified herein or, if
not so specified, the meaning specified in, or incorporated by reference into,
the Transfer Agreement (as defined below), and shall include in the singular
number the plural and in the plural number the singular:


 


Advance:  As defined in Section 3.2(a).


 


Advance Limit:  As defined in Section 3.2(a).


 


Conveyance
Amount:  As
defined in Section 3.1 hereof.


 


Discount
Purchase Percentage: 
A percentage determined by the Purchaser and the Seller from time to
time (but at least on a quarterly basis).


 


Eligible
Receivable:  As
defined in the Transfer Agreement.


 


Investment
Company Act: The
Investment Company Act of 1940, as amended.


 

















 


Net Worth:  At any time, the excess, if any, of (a) the
aggregate Unpaid Balances of the Receivables at such time, plus all cash
Collections, if any, on deposit in the Blocked Accounts and/or the Collection
Account at such time to the extent such amounts are available for and
applicable to the payment of Net Investment, over (b) the sum of (i) the
Net Investment outstanding at such time, (ii) the aggregate outstanding
amount of Advances (including any Advance to be made on the date of
determination), (iii) the Servicing Fee Reserve and (iv) the Yield
Reserve.


 


Originator:  United Stationers Supply Co., an Illinois
corporation.


 


Prime Rate:  On any day, the rate of interest equal to the
U.S. Prime Rate published in the “Money Rates” section of the Wall Street Journal (National Edition) on such day.


 


Purchase
Termination Date: 
As defined in Section 8.1 hereof.


 


Purchaser:  United Stationers Receivables, LLC, an Illinois
limited liability company, and its successors and assigns.


 


Receivables
Sale Agreement: 
The Receivables Sale Agreement, dated March 3, 2009, by and between
the Originator and the Seller, as such agreement may be amended, modified or
supplemented from time to time.


 


Related
Security:  As
defined in the Transfer Agreement.


 


Relevant UCC:  The Uniform Commercial Code as in effect in
the States of New
York or Illinois, as applicable.


 


Required
Capital Amount: 
As of any date of determination, an amount equal to 10% of the aggregate
Unpaid Balance of Receivables.


 


Securities
Exchange Act: 
The Securities Exchange Act of 1934, as amended.


 


Secured
Obligations:  As
defined in Section 2.1(d) hereof.


 


Seller:  United
Stationers Financial Services, LLC, an Illinois limited liability
company, and its successors and assigns.


 


Subordinated
Note:  As
defined in Section 3.2(a).


 


Transfer
Agreement:  The Transfer and Administration Agreement,
dated as of March 3, 2009, by and among the Purchaser, the Originator, the
Servicer, the Seller, the Class Agents, the Agent and the Investors, as
such agreement may be amended, modified or supplemented from time to time.


 


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Section 1.2            Other Terms.


 


All accounting
terms not specifically defined herein shall be construed in accordance with
generally accepted accounting principles. 
All terms used in Article 9 of the Relevant UCC, and not
specifically defined herein, are used herein as defined in such Article 9.


 


Section 1.3            Computation of Time Periods.


 


Unless
otherwise stated in this Agreement, in the computation of a period of time from
a specified date to a later specified date, the word “from” means “from and
including” and the words “to” and “until” each means “to but excluding.”


 


Article II


 


Purchase, Conveyance and Servicing of Receivables


 


Section 2.1            Sale.


 


(a)           Upon
the terms and subject to the conditions set forth herein, the Seller hereby
sells, conveys, transfers and absolutely assigns to the Purchaser, and the
Purchaser hereby accepts such sale, conveyance, transfer and absolute
assignment from the Seller, on the terms and subject to the conditions
specifically set forth herein, of all of the Seller’s right, title and
interest, whether now owned or hereafter acquired, in, to and under all
Receivables and the Related Security, Collections and proceeds relating
thereto, provided that the Purchase Termination Date has not occurred.  Any such foregoing sale, assignment, transfer
and conveyance does not constitute an assumption by the Purchaser of any
obligations of the Seller or any other Person to Obligors or to any other
Person in connection with such Receivables and the Related Security,
Collections and proceeds relating thereto or other agreement and instrument
relating thereto.  On the date hereof and
on each Business Day thereafter to, but including the Purchase Termination
Date, the Seller shall transfer to the Purchaser, in accordance with the second
preceding sentence, all Receivables then owned by the Seller.


 


(b)           In
connection with any such foregoing sale, the Seller agrees to record and file
on or prior to the Closing Date, at its own expense, a financing statement or
statements with respect to the Receivables and the other property described in Section 2.1(a) sold
and to be sold by the Seller hereunder meeting the requirements of applicable
state law in such manner and in such jurisdictions as are necessary to perfect
and protect the interests of the Purchaser created hereby under the Relevant
UCC against all creditors of and purchasers from the Seller, and to deliver
either the originals of such financing statements or a file-stamped copy of
such financing statements or other evidence of such filings to the Purchaser on
the Closing Date.


 


(c)           The
Seller agrees that from time to time, at its expense, it will promptly
authenticate and deliver all instruments and documents and take all actions as
may be necessary or as the Purchaser may reasonably request in order to perfect
or protect the interest of the Purchaser in the Receivables and other property
purchased from the Seller hereunder or to enable the Purchaser to exercise or
enforce any of its rights hereunder. 
Without limiting the foregoing, the Seller will, in order to accurately
reflect any purchase and sale transaction, authenticate and file such financing
or continuation statements or amendments thereto or assignments thereof (as
permitted pursuant hereto) as may be requested by the Purchaser, and upon the
request of the


 


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Purchaser, mark
its master data processing records and other documents with a legend describing
the purchase by the Purchaser of Receivables and the subsequent transfer
thereof pursuant to the Transfer Agreement and stating “An interest in these
accounts receivable has been conveyed to Bank of America, National Association,
as agent for the benefit of certain investors, pursuant to a Transfer Agreement dated as of March 3,
2009.”  The Seller shall, upon request of
the Purchaser, obtain such additional search reports as the Purchaser shall
reasonably request.  To the fullest
extent permitted by applicable law, the Purchaser shall be permitted to sign
and file continuation statements and amendments thereto and assignments thereof
without the Seller’s signature.  A
reproduction of this Agreement or any financing statement shall be sufficient
as a financing statement.


 


(d)           It
is the express intent of the Seller and the Purchaser that any conveyance of
Receivables by the Seller to the Purchaser pursuant to this Agreement be
construed as a sale of such Receivables by the Seller to the Purchaser.  Further, it is not the intention of the
Seller and the Purchaser that such conveyance be deemed a grant of a security
interest in any Receivables by the Seller to the Purchaser to secure a debt or
other obligation of the Seller.  However,
in case that, notwithstanding the intent of the parties, any Receivables
conveyed hereunder are construed to constitute property of the Seller, then (i) this
Agreement also shall be deemed to be, and hereby is, a security agreement
within the meaning of the Relevant UCC; and (ii) the conveyance by the
Seller provided for in this Agreement shall be deemed to be, and the Seller
hereby grants to the Purchaser, a security interest in, to and under all of the
Seller’s right, title and interest in, to and under all Receivables, the
Related Security, Collections and the proceeds thereof conveyed by the Seller
to the Purchaser, to secure the rights of the Purchaser set forth in this
Agreement or as may be determined in connection therewith by applicable law
(collectively, the “Secured Obligations”).  The Seller and the Purchaser shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in,
and not a sale of, Receivables, such security interest would be deemed to be a
perfected security interest in favor of the Purchaser under applicable law and
will be maintained as such throughout the term of this Agreement.


 


Section 2.2            Servicing of Receivables.


 


The servicing,
administering and collection of the Receivables and the Related Security,
Collections and proceeds thereof conveyed hereunder shall be conducted by the
Servicer as set forth and in accordance with the Transfer Agreement.  The Purchaser hereby appoints the Servicer as
its agent to enforce the Purchaser’s rights and interests in, to and under the
Receivables, the Related Security, Collections and proceeds with respect
thereto.


 


Article III


 


Consideration and Payment; Receivables


 


Section 3.1            Conveyance Amount.


 


(a)           The
consideration for any Receivable and the Related Security, Collections and
proceeds thereof conveyed, transferred and assigned to the Purchaser by the
Seller under this Agreement shall be a dollar amount equal to the product of (i) the
aggregate Unpaid Balance of


 


4

















 


the Receivables
sold pursuant to such conveyance, and (ii) the Discount Purchase
Percentage at such time (the “Conveyance
Amount”).


 


Section 3.2            Payment of Conveyance Amount.


 


(a)           (x) The
Conveyance Amount for any Receivables and related property conveyed hereunder
shall be paid in the following manner:  (i) by
payment of cash in immediately available funds, or (ii) if Purchaser does
not have sufficient cash to pay the Conveyance Amount owed to the Seller, by
means of an advance under the Subordinated Note owed to the Seller (each such
advance and any other advance under the Subordinated Note, an “Advance”) and/or (y) all or a
portion of any transfer of Receivables and the related Conveyance Amount may be
made in the form of capital contributed by the Seller to Purchaser in the form
of a contribution of the additional Receivables or (iii) any combination
of the foregoing, as determined by the Seller and the Purchaser at such
time.  In the event the Purchaser does
not have sufficient cash to pay the Conveyance Amount owed to the Seller due on
any sale date and the Seller is not willing to consent to the payment of such
insufficiency by means of a capital contribution, such insufficiency shall be
evidenced by the making of an Advance on such date of a purchase hereunder in
an original principal amount equal to such cash shortfall owed to the Seller; provided,
however, that the Seller shall not make an Advance to the Purchaser in
an aggregate amount outstanding exceeding the lesser of (i) the remaining
unpaid portion of such Conveyance Amount and (ii) the maximum Advance that
could be made without rendering the Purchaser’s Net Worth less than the
Required Capital Amount (the “Advance
Limit”).  All Advances
made by the Seller to Purchaser shall be evidenced by a single subordinated
note, duly executed on behalf of Purchaser, in substantially the form of Exhibit A
annexed hereto, delivered and payable to the Seller in a principal amount equal
to the Advance Limit (the “Subordinated
Note”).  The Seller is
hereby authorized by the Purchaser to endorse on the schedule attached to the
Subordinated Note (or a continuation of such schedule attached thereto and made
a part thereof) an appropriate notation evidencing the date and amount of each
Advance, as well as the date and amount of each payment with respect thereto; provided,
however, that the failure of any Person to make such a notation shall
not affect any obligations of Purchaser thereunder.  Any such notation shall be conclusive and
binding as to the date and amount of such Advance, or payment of principal or
interest thereon, absent manifest error.


 


(b)           The
terms and conditions of the Subordinated Note and all Advances thereunder shall
be as follows:


 


(i)            Repayment of
Advances.  All amounts paid by the
Purchaser with respect to the Advances shall be allocated first to the
repayment of accrued interest until all such interest is paid, and then to the
outstanding principal amount of the Advances. 
Subject to the provisions of this Agreement, the Purchaser may borrow,
repay and reborrow Advances on and after the Closing Date and prior to the
termination of this Agreement.


 


(ii)           Interest.  The Subordinated Note shall bear interest
from its date on the outstanding principal balance thereof at a rate per annum
equal to the Prime Rate in effect on the first Business Day of each month.  Interest on each
Advance shall be computed based on the number of days elapsed in a year of 360
days.


 


5

















 


(iii)          Sole and
Exclusive Remedy/Subordination.  The
Purchaser shall be obligated to repay Advances to the Seller only to the extent
of funds available to the Purchaser from Collections on Receivables and, to the
extent that such payments are insufficient to pay all amounts owing to the
Seller under the Subordinated Note, the Seller shall not have any claim against
the Purchaser for such amounts and no further or additional recourse shall be
available against the Purchaser.  The
Subordinated Note shall be fully subordinated to any rights of the Agent, the Class Agents,
the Investors and their permitted assigns pursuant to the Transfer Agreement,
and shall not evidence any rights in the Receivables.


 


(iv)          Offsets, etc.  The Purchaser may offset any amount due and
owing by the Seller against any amount due and owing by Purchaser to the Seller
under the terms of the Subordinated Note.


 


Section 3.3            Settlement.


 


(a)           Dilutions.  If on any day any Receivable becomes subject
to any Dilution, the Seller shall be deemed to have received on such day a
Collection of such Receivable in the amount of the Unpaid Balance (as
determined immediately prior to such Dilution) of such Receivable (if such
Receivable is canceled) or otherwise in the amount of such reduction.


 


(b)           Payment of Deemed Collections.  Not later than the Business Day immediately
following the date on which the Seller is deemed to have received a Collection
under this Section 3.3, the Seller shall pay such amount of Deemed
Collections to the Purchaser (i) prior to the Termination Date, in the
following order: (a) first, by a reduction in Conveyance Amount paid by
the Purchaser for new Receivables on such day, (b) second, by a reduction
of the outstanding Advances, such reduction to occur once per month, and (c) third,
by a cash payment in immediately available funds (or any combination of the
foregoing as reasonably determined by the Seller and the SPV at such time); and
(ii) following the Termination Date, by a cash payment, in immediately
available funds.


 


Article IV


 


Representations and Warranties


 


Section 4.1            Seller’s Representations and
Warranties.


 


The Seller
represents and warrants to the Purchaser, the Agent, the Class Agents, and
the Investors, as to itself, that, on the Closing Date and on each date that
Receivables are transferred by it pursuant to Section 2.1:


 


(a)           Corporate
Existence and Power.  It (i) is
a limited liability company duly organized, validly existing and in good
standing under the laws of Illinois, which is its sole jurisdiction of
formation, (ii) has all corporate power and all licenses, authorizations,
consents and approvals of all Official Bodies required to carry on its business
in each jurisdiction in which its business is now and proposed to be conducted
(except where the failure to have any such licenses, authorizations, consents
and approvals would not individually or in the aggregate have a Material
Adverse Effect) and (iii) is duly qualified to do business and is in good
standing in


 


6
















 


every other
jurisdiction in which the nature of its business requires it to be so
qualified, except where the failure to be so qualified or in good standing
would not have a Material Adverse Effect.


 


(b)           Corporate and
Governmental Authorization; Contravention. 
The execution, delivery and performance by it of this Agreement and the
other Transaction Documents to which it is a party are (i) within the its
organizational powers, (ii) have been duly authorized by all necessary
organizational action, (iii) require no action by or in respect of, or
filing with, any Official Body or official thereof (except as contemplated by
Sections 5.1(f), 5.1(g) and 7.7 of the Transfer Agreement, all of which
have been (or as of the Closing Date will have been) duly made and in full
force and effect), (iv) do not contravene or constitute a default under (A) its
organizational documents, (B) any Law applicable to it, (C) any
contractual restriction binding on or affecting it or its property or (D) any
order, writ, judgment, award, injunction, decree or other instrument binding on
or affecting it or its property, or (v) result in the creation or
imposition of any Adverse Claim upon or with respect to its property or the
property of any of its Subsidiaries (except as contemplated hereby), for
purposes of clause (iv) hereof except to the extent such failure would not
be reasonably expected to have a Material Adverse Effect.


 


(c)           Binding Effect.  Each of this Agreement and the other
Transaction Documents to which it is a party has been duly executed and
delivered and constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, subject to applicable bankruptcy,
insolvency, moratorium or other similar laws affecting the rights of creditors generally.


 


(d)           Perfection.  It is the owner of all of the Receivables and
the other Affected Assets, free and clear of all Adverse Claims (other than any
Adverse Claim arising hereunder) and upon the making of the initial sale to the
Purchaser on the Closing Date and at all times thereafter until the Final
Payout Date, all financing statements and other documents required to be
recorded or filed in order to perfect and protect the interest of the Purchaser
in the Asset Interest against all creditors of and purchasers from the Seller
will have been duly filed in each filing office necessary for such purpose and
all filing fees and taxes, if any, payable in connection with such filings
shall have been paid in full.


 


(e)           Accuracy of
Information.  All information
heretofore furnished by it to the Purchaser, any Investor, any Class Agent
or the Agent for purposes of or in connection with this Agreement or any
Transaction Document or any transaction contemplated thereby, taken as a whole,
is, and all such information hereafter furnished by it to the Purchaser, any
Investor, any Class Agent or the Agent will be, true, complete and
accurate in every material respect, on the date such information is stated or
certified, and no such item contains or will contain any untrue statement of a
material fact or omits or will omit to state a material fact necessary in order
to make the statements contained therein, in light of the circumstances under
which they were made, not misleading.


 


(f)            Tax Status.  It has (i) timely filed all tax returns
(federal, state and local) required to be filed, (ii) paid or made
adequate provision for the payment of all taxes, assessments and other
governmental charges except with respect to clauses (i) and (ii), for
taxes which are being


 


7

















 


contested in good
faith and for which appropriate reserves are maintained in accordance with
GAAP.


 


(g)           Action, Suits.  It is not in violation of any order of any
Official Body or arbitrator, except where such violation would not be
reasonably expected to have a Material Adverse Effect.  Except as set forth on Schedule 4.1(g),
there are no actions, suits, litigation or proceedings pending, or to its
knowledge, threatened, against or affecting it or any of its Affiliates or
their respective properties, in or before any Official Body or arbitrator,
which may, individually or in the aggregate, have a Material Adverse Effect on
the Seller.


 


(h)           Use of Proceeds.  No proceeds of any sale hereunder will be
used by it (i) to acquire any security in any transaction which is subject
to Section 13 or 14 of the Securities Exchange Act of 1934, (ii) to
acquire any equity security of a class which is registered pursuant to Section 12
of such act or (iii) for any other purpose that violates applicable Law,
including Regulations U or X of the Federal Reserve Board.


 


(i)            Name,
Jurisdiction of Formation, Type of Entity, Principal Place of Business; Chief
Executive Office; Location of Records. 
Its name (as indicated on the public record of its jurisdiction of
formation), jurisdiction of formation, type of entity, principal place of
business (currently and for the five (5) year period ending on the Closing
Date), chief executive office (currently and for the five (5) year period
ending on the Closing Date) and the offices where it keeps all its Records, are
set forth on Schedule 4.1(i).


 


(j)            Subsidiaries;
Tradenames, Etc.  As of the Closing
Date: (i) it has only the Subsidiaries and divisions listed on Schedule
4.1(j); and (ii) it has, within the last five (5) years, operated
only under the tradenames identified in Schedule 4.1(j), and, within the
last five (5) years, has not changed its name, merged with or into or
consolidated with any other Person or been the subject of any proceeding under
the Bankruptcy Code, except as disclosed in Schedule 4.1(j).  Schedule 4.1(j) also lists the
correct Federal Employer Identification Number of the Seller.


 


(k)           Good Title.  Upon each sale, assignment and transfer of
Receivables and the Related Security, Collections and the proceeds thereof by
the Seller to the Purchaser hereunder, the Purchaser shall acquire a valid and
enforceable perfected first priority ownership interest in each Receivable and
the Related Security, Collections and the proceeds thereof that exist on the
date of such transfer, with respect thereto, free and clear of any Adverse
Claim.


 


(l)            Nature of
Receivables.  Each Receivable (i) represented
by it to be an Eligible Receivable in any Servicer Report or other report
delivered pursuant to Section 2.8 of the Transfer Agreement or (ii) included
in the calculation of the Net Pool Balance, in either case, satisfied on the
date of purchase or contribution hereunder, the definition of “Eligible
Receivable” set forth herein.


 


(m)          Credit and
Collection Policy.  Since February 2,
2009, there have been no material changes in the Credit and Collection Policy
other than in accordance with this Agreement. 
It has at all times complied with the Credit and Collection Policy in
all material respects with regard to each Receivable.


 


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(n)           Not an Investment
Company or Holding Company.  It is
not, and is not controlled by, an “investment company” within the meaning of
the Investment Company Act of 1940, or is exempt from all provisions of such
act.


 


(o)           ERISA.  Each employee benefit plan sponsored,
maintained or contributed to by it or any ERISA Affiliate which plan is tax
qualified under Section 401(a) of the Code is in compliance in all
respects with the applicable provisions of ERISA, the Code and any regulations
and published interpretations thereunder or, if not, any such non-compliance
does not have a Material Adverse Effect. 
Neither it nor any ERISA Affiliate has incurred, or reasonably expects
to incur, any liability to the Pension Benefit Guaranty Corporation under Title
IV of ERISA with respect to any Pension Plan (other than premiums due and not
delinquent under Section 4007 of ERISA) that would have a Material Adverse
Effect. Neither it nor any ERISA Affiliate sponsors, maintains,  makes contributions to, is obligated to make
contributions to, or, during the preceding six (6) plan years, has made or
been obligated to make contributions to, a Multiemployer Plan.


 


(p)           Blocked Accounts.  The names and addresses of all the Blocked
Account Banks, together with the account numbers of the Blocked Accounts at
such Blocked Account Banks, are specified in Schedule 4.1(p) (or at
such other Blocked Account Banks and/or with such other Blocked Accounts as
have been notified to the Class Agents and the Collateral Agent and for
which Blocked Account Agreements have been executed in accordance with Section 7.3
of the Transfer Agreement and delivered to the Agent).  All Blocked Accounts not maintained at, and
in the name of the Agent, are subject to Blocked Account Agreements. All
Obligors have been instructed to make payment to a Blocked Account and only
Collections are deposited into the Blocked Accounts.


 


(q)           Bulk Sales.  No transaction contemplated hereby or by the
Receivables Sale Agreement  requires
compliance with any bulk sales act or similar law.


 


(r)            Discount
Purchase Percentage.  The
then-current Discount Percentage reflects a fair value discount and reasonably
equivalent value for the Receivables and the Related Security, Collections and
proceeds thereof.


 


(s)           On each date that
Receivables are conveyed hereunder, the Seller, by accepting the proceeds of
such conveyance, shall be deemed to have certified that all representations and
warranties described in this Section 4.1 are true and correct on
and as of such day as though made on and as of such day.  The representations and warranties set forth
in this Section 4.1 shall survive the conveyance of Receivables to
the Purchaser, and termination of the rights and obligations of the Purchaser
and the Seller under this Agreement. 
Upon discovery by the Purchaser or the Seller of a breach of any of the
foregoing representations and warranties, the party discovering such breach
shall give prompt written notice to the other within three (3) Business
Days of such discovery.


 


9

















 


Article V


 


Covenants of the Seller


 


Section 5.1            Covenants of the Seller.


 


At all times
from the date hereof to the Final Payout Date, unless the Purchaser shall
otherwise consent in writing:


 


(a)           Conduct of
Business; Ownership.  The Seller
shall carry on and conduct its business in substantially the same manner and in
substantially the same fields of enterprise as it is presently conducted and do
all things necessary to remain duly organized, validly existing and in good
standing as a domestic limited liability company in its jurisdiction of
organization and maintain all requisite authority to conduct its business in
each jurisdiction in which its business is conducted.


 


(b)           Compliance with
Laws, Etc.  The Seller shall comply
in all material respects with all Laws to which it or its respective properties
may be subject and preserve and maintain its corporate existence, rights,
franchises, qualifications and privileges.


 


(c)           Furnishing of
Information and Inspection of Records. 
The Seller shall furnish to the Purchaser from time to time such
information with respect to the Affected Assets as the Purchaser may reasonably
request, including listings identifying the Obligor and the Unpaid Balance for
each Receivable available to the Servicer in accordance with its then current
accounts receivable system without the Servicer manually preparing such
reports.  The Seller shall, at any time
and from time to time during regular business hours, as reasonably requested
with reasonable prior notice by the Purchaser, permit the Purchaser, or its
agents or representatives, (i) to examine and make copies of and take
abstracts from all books, records and documents (including applicable computer
systems following a Potential Termination Event or Termination Event) relating
to the Receivables or other Affected Assets, including the related Contracts
and (ii) to visit the offices and properties of the Seller for the purpose
of examining such materials described in clause (i), and to discuss
matters relating to the Affected Assets or Seller’s performance hereunder,
under the Contracts and under the other Transaction Documents to which such
Person is a party with any of the officers, directors, managers, employees or
independent public accountants of the Seller, having knowledge of such matters;
provided, however that the Seller shall only be responsible for the costs and
expenses associated with one such review per year unless a Termination Event or
Potential Termination Event has occurred.


 


(d)           Keeping of
Records and Books of Account.  The
Seller shall maintain and implement administrative and operating procedures
(including an ability to recreate records evidencing Receivables and related
Contracts in the event of the destruction of the originals thereof), and keep
and maintain, all documents, books, computer tapes, disks, records and other
information reasonably necessary or advisable for the collection of all
Receivables (including records adequate to permit the daily identification of
each new Receivable and all Collections of and adjustments to each existing
Receivable).  The Seller shall give the
Purchaser prompt notice of any material change in its administrative and operating
procedures referred to in the previous sentence.


 


10

















 


(e)           Performance and
Compliance with Receivables and Contracts and Credit and Collection Policy.  The Seller shall, (i) at its own
expense, timely and fully perform and comply in all material respects with all
provisions, covenants and other promises required to be observed by it under
the Contracts related to the Receivables; and (ii) timely and fully comply
in all material respects with the Credit and Collection Policy in regard to
each Receivable and the related Contract.


 


(f)            Notice of Agent’s
Interest.  In the event that the
Seller shall sell or otherwise transfer any interest in accounts receivable or
any other financial assets (other than as contemplated by the Transaction
Documents), any computer tapes or files or other documents or instruments
provided by the Servicer in connection with any such sale or transfer shall
disclose the Purchaser’s ownership of the Receivables and the Agent’s interest
therein.


 


(g)           Collections.  The Seller shall instruct all Obligors to
cause all Collections to be deposited directly to a Blocked Account or to post
office boxes to which only Blocked Account Banks have access and shall cause
all items and amounts relating to such Collections received in such post office
boxes to be removed and deposited into a Blocked Account on a daily basis.


 


(h)           Collections
Received.  The Seller shall hold in
trust, and deposit, immediately, but in any event not later than two (2) Business
Days of its receipt thereof, to a Blocked Account or, if required by Section 2.9
of the Transfer Agreement, to the Collection Account, all Collections received
by it from time to time.


 


(i)            Blocked Accounts.  Each Blocked Account shall at all times be
subject to a Blocked Account Agreement.


 


(j)            Sale Treatment.  The Seller shall not book or otherwise treat
(other than for tax or accounting purposes) the transactions contemplated by
this Agreement in any manner other than as a sale of the Receivables and
Related Security by the Seller to the Purchaser.  In addition, the Seller shall disclose (in a
footnote or otherwise) in all of its financial statements (including any such
financial statements consolidated with any other Persons’ financial statements)
the existence and nature of the transaction contemplated hereby and the
interest of the Purchaser, in the Affected Assets.


 


(k)           Separate
Business; Nonconsolidation.  The
Seller shall not conduct its affairs in any manner which is inconsistent with
the provisions of Section 4.1(x) of the Transfer Agreement.


 


(l)            Ownership
Interest, Etc.  The Seller shall, at
its expense, take all action necessary or desirable to establish and maintain a
valid and enforceable ownership or security interest in the Receivables, the
Related Security and proceeds with respect thereto, and a first priority
perfected security interest in the Affected Assets, in each case free and clear
of any Adverse Claim, in favor of the Purchaser, including taking such action
to perfect, protect or more fully evidence the interest of the Purchaser, as
the Purchaser may reasonably request.


 


(m)          No Sales, Liens,
Etc.  (i) Except as otherwise
provided herein and in the Transaction Documents, the Seller shall not nor
shall it permit any of its Subsidiaries to, sell, assign (by operation of law
or otherwise) or otherwise dispose of, or create or suffer to exist any


 


11

















 


Adverse Claim upon
(or the filing of any financing statement) or with respect to (A) any of
the Affected Assets, or (B) any inventory or goods, the sale of which may
give rise to a Receivable, or assign any right to receive income in respect
thereof (except to the extent the Receivables have been excluded or otherwise
excepted or released from such transaction on or before the date such
Receivables are transferred by the Seller) and (ii) the Seller shall not
sell, transfer or otherwise dispose of any Receivable to any Person other than
the Purchaser or as otherwise expressly provided for in the Transaction
Documents.


 


(n)           No Extension or
Amendment of Receivables.  Except in
its capacity as Servicer and as permitted under Section 7.2 of the
Transfer Agreement, the Seller shall not extend, amend or otherwise modify the
terms of any Receivable, or amend, modify or waive any term or condition of any
Contract related thereto.


 


(o)           No Change in
Business or Credit and Collection Policy. 
The Seller shall not make any change in the character of its business or
in the Credit and Collection Policy, which change would, in either case, have a
Material Adverse Effect.


 


(p)           Change in Payment
Instructions to Obligors.  The Seller
shall not add or terminate any bank as a Blocked Account Bank or any account as
a Blocked Account to or from those listed in Schedule 4.1(p) or
make any change in its instructions to Obligors regarding payments to be made
to any Blocked Account, unless (i) such instructions are to deposit such
payments to another existing Blocked Account or to the Collection Account or (ii) the
Agent shall have received written notice of such addition, termination or
change at least thirty (30) days prior thereto and the Agent shall have
received a Blocked Account Agreement executed by each new Blocked Account Bank
or an existing Blocked Account Bank with respect to each new Blocked Account,
as applicable.


 


(q)           Deposits to
Lock-Box Accounts.  The Seller shall
not deposit or otherwise credit, or cause or permit to be so deposited or
credited, to any Blocked Account or the Collection Account, cash or cash proceeds
other than Collections.


 


(r)            Change of Name,
Etc.  The Seller shall not change its
name, identity or structure (including by merger), its jurisdiction of
formation or the location of its chief executive office or any other change
which could render any UCC financing statement filed in connection with this
Agreement or any other Transaction Document to become “seriously misleading”
under the UCC, unless at least thirty (30) days prior to the effective date of
any such change the Seller delivers to the Purchaser (i) such documents,
instruments or agreements, executed by the Seller as are necessary to reflect
such change and to continue the perfection of the Purchaser’s ownership
interests or security interests in the Affected Assets, including an opinion of
counsel that after giving effect to such change, the Purchaser’s interest in
the Receivables and the Related Security shall continue unaffected by such
change and (ii) new or revised Blocked Account Agreements executed by the
Blocked Account Banks which reflect such change and enable the Agent to
continue to exercise its rights contained in Section 7.3 of the
Transfer Agreement.


 


(s)           Sale Treatment.  The Seller agrees to treat this conveyance
for all purposes (including, without limitation, tax and financial accounting
purposes) as a sale and, to the extent any such reporting is required, shall
report the transactions contemplated by this Agreement on


 


12

















 


all relevant
books, records, tax returns, financial statements and other applicable
documents as a sale of Receivables to the Purchaser.


 


(t)            Performance and
Compliance with Receivables.  The
Seller at its expense will timely and fully perform and comply with all
material provisions, covenants and other promises required to be observed by it
under the Receivables.


 


(u)           Indemnification.  The Seller agrees to indemnify, defend and
hold the Purchaser harmless from and against any and all loss, liability,
damage, judgment, claim, deficiency, or expense (including interest, penalties,
reasonable attorneys’ fees and amounts paid in settlement) to which the
Purchaser or any assignee thereof may become subject insofar as such loss,
liability, damage, judgment, claim, deficiency, or expense arises out of or is
based upon a breach by the Seller of its representations, warranties and
covenants contained herein, or any information certified in any schedule or
certificate delivered by the Seller hereunder, being untrue in any material
respect at any time.  The obligations of
the Seller under this Section 5.1(u) shall be considered to
have been relied upon by the Purchaser, the Agent, the Class Agents and
the Investors and shall survive the execution, delivery, performance and
termination of this Agreement, regardless of any investigation made by, or on
behalf of, the Purchaser, the Agent, any Class Agent or any Investor.


 


Article VI


 


Repurchase Obligation


 


Section 6.1            Mandatory Repurchase.


 


The Seller agrees to repurchase from the SPV any Receivables sold by it
hereunder if the SPV notifies the Seller that, as of the related date of
purchase of such Receivable, there existed a material breach on the date of
purchase thereof, of any representation or warranty made or deemed made with
respect to such a Receivable pursuant to Article IV and the Seller shall
fail to cure such breach within ten (10) Business Days of such notice. The
repurchase price shall be paid by the Seller to the SPV in immediately
available funds on such tenth (10th) Business Day  in an amount equal to the Unpaid Balance of
each Receivable repurchased.


 


Section 6.2            No Recourse.


 


Except as
otherwise provided in this Agreement, the purchase and sale of Receivables
under this Agreement shall be without recourse to the Seller.


 


Article VII


 


Conditions Precedent


 


Section 7.1            Conditions to the Purchaser’s
Obligations Regarding Receivables.


 


The
obligations of the Purchaser to purchase any Receivables on any sale date shall
be subject to the satisfaction of the following conditions:


 


13

















 


(a)           All representations
and warranties of the Seller contained in this Agreement shall be true and
correct on each sale date with the same effect as though such representations
and warranties had been made on such date;


 


(b)           All information
concerning any Receivables provided to the Purchaser shall be true and correct
in all material respects as of any sale date;


 


(c)           The Seller shall
have substantially performed all other obligations required to be performed by
the provisions of this Agreement;


 


(d)           The
Seller shall have filed or caused to be filed the financing statement(s) required
to be filed pursuant to Section 2.1(b); and


 


(e)           All
corporate and legal proceedings and all instruments in connection with the
transactions contemplated by this Agreement shall be satisfactory in form and
substance to the Purchaser, and the Purchaser shall have received from the
Seller copies of all documents (including, without limitation, records of
corporate proceedings) relevant to the transactions herein contemplated as the
Purchaser may reasonably have requested.


 


Article VIII


 


Term and Termination


 


Section 8.1            Term.


 


This Agreement
shall commence as of the Closing Date and shall continue in full force and
effect until the date following the earlier of (a) the date designated by
the Purchaser or the Seller as the termination date at any time following sixty
(60) day’s written notice to the other (with a copy thereof to the Agent), (b) the
date on which the Termination Date occurs or is declared pursuant to Section 8.2
of the Transfer Agreement, (c) upon
the occurrence of a Purchaser Termination Date under Section 8.1 of the
Receivable Sale Agreement, (d) upon the occurrence of an Event of
Bankruptcy with respect to either the Purchaser or the Seller, or (e) the
date on which either the Purchaser or the Seller becomes unable for any reason
to purchase or re-purchase any Receivable in accordance with the provisions of
this Agreement or defaults on its obligations hereunder, which default
continues unremedied for more than thirty (30) days after written notice (any
such date being a “Purchase Termination
Date”); provided, however, that the occurrence of
the Purchase Termination Date pursuant to this Section 8.1 hereof
shall not discharge any Person from any obligations incurred prior to the
Purchase Termination Date, including, without limitation, any obligations to
make any payments with respect to the interest of the Purchaser in any
Receivable sold prior to the Purchase Termination Date.


 


Section 8.2            Effect of Purchase Termination
Date.


 


Following the
occurrence of the Purchase Termination Date pursuant to Section 8.1
hereof, the Seller shall not sell, and the Purchaser shall not purchase, any
Receivables.  No termination or rejection
or failure to assume the executory obligations of this Agreement in any Event
of Bankruptcy with respect to the Seller or the Purchaser shall be deemed to
impair or affect the obligations pertaining to any executed sale or executed
obligations, including, without


 


14

















 


limitation,
pre-termination breaches of representations and warranties by the Seller or the
Purchaser.  Without limiting the
foregoing, prior to the Purchase Termination Date, the failure of the Seller to
deliver computer records of any Receivables or any reports regarding any
Receivables shall not render such transfer or obligation executory, nor shall
the continued duties of the parties pursuant to Article V or Section 10.1
of this Agreement render an executed sale executory.


 


Article IX


 


Indemnification


 


Section 9.1            Indemnities by the Seller.


 


Without
limiting any other rights which the Indemnified Party may have hereunder or
under applicable Law, the Seller hereby agrees to indemnify the SPV and its
respective officers, directors, employees, counsel, other agents, successors
and assigns (collectively, “Seller  Indemnified Party”) from and against
any and all damages, losses, claims, liabilities, costs and expenses, including
reasonable attorneys’ fees (which such attorneys may be employees of the
Program Support Providers, the Agent, the Collateral Agent or the Class Agents,
as applicable) and disbursements (all of the foregoing being collectively
referred to as “Seller Indemnified Amounts”) awarded
against or incurred by it in any action or proceeding between the Seller and
the Seller Indemnified Party or between the Seller Indemnified Party and any
third party or otherwise arising out of or as a result of this Agreement, the
other Transaction Documents, the ownership or maintenance, either directly or
indirectly, of the Receivables, any Related Security or any interest therein or
any of the other transactions contemplated hereby or thereby, excluding,
however, (x) Seller Indemnified Amounts to the extent resulting from gross
negligence or willful misconduct on the part of such Seller Indemnified Party,
as finally determined by a court of competent jurisdiction, (y) recourse
(except as otherwise specifically provided in this Agreement) for uncollectible
Receivables or (z) Excluded Taxes.


 


Article X


 


Miscellaneous Provisions


 


Section 10.1         Amendment.


 


This Agreement
and the rights and obligations of the parties hereunder may not be changed
orally, but only by an instrument in writing signed by the Purchaser and the
Seller and consented to in writing by
the Agent.  Any reconveyance executed
in accordance with the provisions hereof shall not be considered amendments to
this Agreement.


 


Section 10.2         GOVERNING LAW; Submission to Jurisdiction.


 


(a)           THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


15

















 


(b)           The
parties hereto hereby submit to the nonexclusive jurisdiction of the United
States District Court for the Southern District of New York and of any New York
state court sitting in The City of New York for purposes of all legal
proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby.  Each party hereto
hereby irrevocably waives, to the fullest extent it may effectively do so, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.  Nothing in this Section 10.2
shall affect the right of the Purchaser to bring any other action or proceeding
against the Seller or its property in the courts of other jurisdictions.


 


Section 10.3         Notices.


 


Except as
provided below, all communications and notices provided for hereunder shall be
in writing (including telecopy, facsimile or electronic transmission or similar
writing) and shall be given to the other party at its address or telecopy
number set forth below or at such other address or telecopy number as such
party may hereafter specify for the purposes of notice to such party.  Each such notice or other communication shall
be effective (a) if given by telecopy, when such telecopy is transmitted
to the telecopy number specified in this Section 10.3 and
confirmation is received, (b) if given by mail 3 Business Days following
such posting, postage prepaid, U.S. certified or registered, (c) if given
by overnight courier, one (1) Business Day after deposit thereof with a
national overnight courier service, or (d) if given by any other means,
when received at the address specified in this Section 10.3.


 


	
  (e)

  	
  in the case
  of the Purchaser:

  
	
   

  	
   

  
	
   

  	
  United Stationers Receivables, LLC

  
	
   

  	
  One Parkway North Boulevard

  
	
   

  	
  Deerfield, Illinois  60015-2559

  
	
   

  	
  Telephone:

  	
  (847) 627-7000

  
	
   

  	
  Facsimile:

  	
  (847) 627-7001

  
	
   

  	
   

  	
   

  
	
   

  	
  with a copy
  to the Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
  Bank of
  America, National Association,

  
	
   

  	
  Bank of
  America Hearst Tower, 19th Floor

  
	
   

  	
  Charlotte,
  North Carolina  28255

  
	
   

  	
  Attention:

  	
  Banc of
  America Securities, LLC Global Asset Backed Securitization Group; Portfolio
  Management

  
	
   

  	
  Telephone:

  	
   704/386
  7922

  
	
   

  	
  Facsimile:

  	
   704/388
  9169

  
	
   

  	
   

  	
   

  
	
  (f)

  	
  in the case
  of the Seller:

  
	
   

  	
   

  	
   

  
	
   

  	
  United Stationers Financial Services, LLC

  
	
   

  	
  One Parkway North Boulevard

  
	
   

  	
  Deerfield, Illinois  60015-2559

  
	
   

  	
  Telephone:

  	
   (847) 627-7000

  
	
   

  	
  Facsimile:

  	
  (847) 627-7001

  



 


16
















 


or, as to each
party, at such other address as shall be designated by such party in a written
notice to each other party.


 


Section 10.4         Severability of Provisions.


 


If any one or
more of the covenants, agreements, provisions or terms of this Agreement shall
for any reason whatsoever be held invalid, then such covenants, agreements,
provisions, or terms shall be deemed severable from the remaining covenants,
agreements, provisions, or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement.


 


Section 10.5         Assignment.


 


This Agreement
may not be assigned by the parties hereto, except that the Purchaser may assign
its rights hereunder pursuant to the Transfer Agreement to the Agent, for the
benefit of the Investors, and that the Conduit Investor may assign any or all
of its rights to any Liquidity Provider or to a Conduit Assignee.  The Purchaser hereby notifies (and the Seller
hereby acknowledges that) the Purchaser, pursuant to the Transfer Agreement,
has assigned its rights hereunder to the Agent. 
All rights of the Purchaser hereunder may be exercised by the Agent or
its assignees, to the extent of their respective rights pursuant to such
assignments.


 


Section 10.6         Further Assurances.


 


The Purchaser
and the Seller agree to do and perform, from time to time, any and all acts and
to execute any and all further instruments required or reasonably requested by
the other party more fully to effect the purposes of this Agreement, including,
without limitation, the execution of any financing statements or continuation
statements or equivalent documents relating to the Receivables conveyed
hereunder for filing under the provisions of the Relevant UCC or other laws of
any applicable jurisdiction.


 


Section 10.7         No Waiver; Cumulative Remedies.


 


No failure to
exercise and no delay in exercising, on the part of the Purchaser, the Seller
or the Agent, any right, remedy, power or privilege hereunder, shall operate as
a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges
herein provided are cumulative and not exhaustive of any rights, remedies,
powers and privilege provided by law.


 


Section 10.8         Counterparts.


 


This Agreement
may be executed in two or more counterparts including telecopy transmission
thereof (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.  Delivery of an executed
counterpart of a signature page by facsimile shall be effective as
delivery of a manually executed counterpart of this Agreement.


 


17

















 


Section 10.9         Binding Effect; Third-Party
Beneficiaries.


 


This Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns. 
The Agent, on behalf of the Investors and its assignees, and any
Liquidity Provider is intended by the parties hereto to be a third-party
beneficiary of this Agreement.


 


Section 10.10       Merger and Integration.


 


Except as
specifically stated otherwise herein, this Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and all
prior understandings, written or oral, are superseded by this Agreement.  This Agreement may not be modified, amended,
waived or supplemented except as provided herein.


 


Section 10.11       Headings.


 


The headings
herein are for purposes of reference only and shall not otherwise affect the
meaning or interpretation of any provision hereof.


 


Section 10.12       Exhibits.


 


The schedules
and exhibits referred to herein shall constitute a part of this Agreement and
are incorporated into this Agreement for all purposes.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 


18

















 


IN WITNESS
WHEREOF, the Purchaser and the Seller each have caused this Receivables
Purchase Agreement to be duly executed by their respective officers as of the
day and year first above written.


 


	
   

  	
   

  	
  UNITED STATIONERS FINANCIAL

  SERVICES, LLC, as Seller

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UNITED STATIONERS RECEIVABLES,

  
	
   

  	
   

  	
  LLC, as Purchaser

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Acknowledged
  as of the 

  date first above written:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK OF
  AMERICA, NATIONAL

  	
   

  	
   

  
	
  ASSOCIATION,
  as Agent

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
											



 

















 


EXHIBIT A


 


FORM OF
SUBORDINATED NOTE


 


                             


[·], 200  


 


FOR VALUE
RECEIVED, the undersigned, [PURCHASER],
a corporation (the “Maker”),
hereby promises to pay to the order of [SELLER],
(the “Payee”), on
                  ,
         or earlier as provided for in
the Receivables Purchase Agreement dated as of the date hereof between the
Maker and the Payee (as such agreement may from time to time be amended,
supplemented or otherwise modified and in effect, the “Receivables Purchase Agreement”), the
lesser of the principal sum of Three Hundred and Fifty Million Dollars
($350,000,000.00) or the aggregate unpaid principal amount of all Advances to
the Maker from the Payee pursuant to the terms of the Receivables Purchase
Agreement, in lawful money of the United States of America in immediately
available funds, and to pay interest from the date thereof on the principal
amount hereof from time to time outstanding, in like funds, at said office, at
the rate per annum set forth in the Receivables Purchase Agreement and shall be
payable in arrears on the first day of each January, April, July and October (or
if any such day is not a Business Day, on the succeeding Business Day).


 


The Maker
hereby waives diligence, presentment, demand, protest and notice of any kind
whatsoever.  The non-exercise by the
holder hereof of any of its rights hereunder in any particular instance shall
not constitute a waiver thereof in that or any subsequent instance.


 


All borrowings
evidenced by this Subordinated Note and all payments and prepayments of the
principal hereof and interest hereon and the respective dates thereof shall be
endorsed by the holder hereof on the schedule attached hereto and made a part
hereof, or on a continuation thereof which shall be attached hereto and made a
part hereof, or otherwise recorded by such holder in its internal records; provided,
however, that the failure of the holder hereof to make such a notation
or any error in such a notation shall not in any manner affect the obligation
of the Maker to make payments of principal and interest in accordance with the
terms of this Subordinated Note and the Receivables Purchase Agreement.


 


The Maker
shall have the right to prepay and, subject to the limitations set forth in the
Receivables Purchase Agreement, reborrow Advances made to it without penalty or
premium.


 


This
Subordinated Note is the Subordinated Note referred to in the Receivables
Purchase Agreement, which, among other things, contains provisions for the
subordination of this Subordinated Note to the rights of certain parties under
the Transfer Agreement, all upon the terms and conditions therein specified.


 


A-1

















 


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


 


	
   

  	
   

  	
  [SELLER]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


A-2

















 


Advances and Payments


 


	
  Date

  	
   

  	
  Amount of

  Advance

  	
   

  	
  Payments

  Principal/Interest

  	
   

  	
  Unpaid Principal

  Balance of Note

  	
   

  	
  Name of Person

  Making Notation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-3

















 


EXHIBIT
B


 


Credit
and Collection Policy


 

















 


SCHEDULE
4.1(g)


 


List
of Actions and Suits


 


None.


 

















 


SCHEDULE
4.1(i)


 


Names,
Jurisdictions of Formation, Type of Entity

and

Locations of Certain Offices and Records


 


United Stationers Financial Services LLC


Jurisdiction of formation:  Illinois


Principal Place of Business:  One Parkway North Blvd., Deerfield, Illinois


President: 
Victoria J. Reich


Location of Records:  One Parkway North Blvd., Deerfield, Illinois


 


United Stationers Receivables, LLC


Jurisdiction of formation:  Illinois


Principal Place of Business:  One Parkway North Blvd., Deerfield, Illinois


President: 
Victoria J. Reich


Location of Records:  One Parkway North Blvd., Deerfield, Illinois


 

















 


SCHEDULE 4.1(j)


 


List of Subsidiaries, Divisions
and Tradenames; FEIN


 


United Stationers Financial Services LLC


 


	
  Subsidiaries:

  	
  USS Receivables Company, Ltd.

  
	
   

  	
   

  
	
  Divisions:

  	
  None

  
	
   

  	
   

  
	
  Tradenames:

  	
  None

  
	
   

  	
   

  
	
  Federal Employer Identification Number:

  	
  36-4428313

  
			



 

















 


SCHEDULE
4.1(p)


 


List
of Blocked Account Banks and Blocked Accounts


 


None.