Exhibit 10.2


 


EXECUTION COPY


 


 


RECEIVABLES SALE AGREEMENT


 


 


by and between


 


UNITED STATIONERS SUPPLY CO.,


as Originator,


 


and


 


UNITED STATIONERS FINANCIAL
SERVICES 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

  	
  2

  
	
  Section 1.3

  	
  Computation of Time Periods

  	
  2

  
	
   

  	
   

  	
   

  
	
  Article II Purchase,
  Conveyance and Servicing of Receivables

  	
  2

  
	
  Section 2.1

  	
  Sale

  	
  2

  
	
  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

  	
  4

  
	
  Section 3.3

  	
  Settlement

  	
  5

  
	
   

  	
   

  	
   

  
	
  Article IV Representations
  and Warranties

  	
  5

  
	
  Section 4.1

  	
  Originators’ Representations and
  Warranties

  	
  5

  
	
   

  	
   

  	
   

  
	
  Article V Covenants

  	
  8

  
	
  Section 5.1

  	
  Covenants of the Originator

  	
  8

  
	
  Section 5.2

  	
  Covenants of the Purchaser

  	
  12

  
	
   

  	
   

  	
   

  
	
  Article VI Repurchase
  Obligation

  	
  12

  
	
  Section 6.1

  	
  Mandatory Repurchase

  	
  12

  
	
  Section 6.2

  	
  No Recourse

  	
  12

  
	
   

  	
   

  	
   

  
	
  Article VII Conditions
  Precedent

  	
  12

  
	
  Section 7.1

  	
  Conditions to the Purchaser’s
  Obligations Regarding Receivables

  	
  12

  
	
   

  	
   

  	
   

  
	
  Article VIII Term and
  Termination

  	
  13

  
	
  Section 8.1

  	
  Term

  	
  13

  
	
  Section 8.2

  	
  Effect of Sale Termination Date

  	
  13

  
	
   

  	
   

  	
   

  
	
  Article IX Indemnification

  	
  14

  
	
  Section 9.1

  	
  Indemnities by the Originator

  	
  14

  
	
   

  	
   

  	
   

  
	
  Article X Miscellaneous
  Provisions

  	
  14

  
	
  Section 10.1

  	
  Amendment

  	
  14

  
	
  Section 10.2

  	
  GOVERNING LAW; Submission to
  Jurisdiction

  	
  14

  
	
  Section 10.3

  	
  Notices

  	
  15

  
	
  Section 10.4

  	
  Severability of Provisions

  	
  15

  
	
  Section 10.5

  	
  Assignment

  	
  15

  
	
  Section 10.6

  	
  Further Assurances

  	
  16

  
	
  Section 10.7

  	
  No Waiver; Cumulative Remedies

  	
  16

  



 


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  Section 10.8

  	
  Counterparts

  	
  16

  
	
  Section 10.9

  	
  Binding Effect; Third-Party
  Beneficiaries

  	
  16

  
	
  Section 10.10

  	
  Merger and Integration

  	
  16

  
	
  Section 10.11

  	
  Headings

  	
  17

  
	
  Section 10.12

  	
  Exhibits

  	
  17

  
	
   

  	
   

  	
   

  
	
  Exhibits

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  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 SALE AGREEMENT


 


This RECEIVABLES SALE
AGREEMENT, dated as of March 3, 2009 (as amended, supplemented or otherwise
modified and in effect from time to time, this “Agreement”), by UNITED STATIONERS SUPPLY CO., an
Illinois corporation, as originator (the “Originator”)
and UNITED STATIONERS FINANCIAL SERVICES 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 Originator from time to time certain accounts receivable
both currently existing and hereafter generated in the normal course of the
Originator’s business pursuant to written agreements or with invoices on open
accounts;


 


WHEREAS, the Originator 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
Originator 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:


 


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).


 


Distribution Business:
(i) The distribution of products, including but not limited to, technology
products, office products, janitorial/sanitation products, foodservice
consumables, office furniture, and safety products, (ii) any activity
necessary, appropriate or incidental to the activities described in the
preceding clause (i) of this definition, including but not limited to
delivering, installing and servicing the products of the Originator or any
Subsidiary sells; and (iii) any business related, ancillary or
complementary to or arising from the foregoing.


 


Eligible Receivable:  As defined in the Transfer Agreement.


 

















 


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


 


Originator:  As defined in the Preamble.


 


Purchaser:  As defined in the Preamble.


 


Receivables Purchase Agreement:  The Receivables Purchase Agreement, dated as
of March 3, 2009, by and between United Stationers Financial Services LLC,
as Seller, and the SPV, as Purchaser, 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.


 


Sale Termination Date:  As defined in Section 8.1 hereof.


 


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


 


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


 


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


 


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


 


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 Originator hereby
sells, conveys, transfers and absolutely assigns to the Purchaser, and the
Purchaser hereby 


 


2

















 


accepts such sale, conveyance, transfer and
absolute assignment from the Originator, on the terms and subject to the conditions
specifically set forth herein, of all of the Originator’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 Sale 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 Originator 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 Sale Termination Date,
the Originator shall transfer to the Purchaser, in accordance with the second
preceding sentence, all Receivables then owned by the Originator.


 


(b)                                 In connection with any such
foregoing sale, the Originator 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 Originator 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 Originator, 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 Originator 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
Originator hereunder or to enable the Purchaser to exercise or enforce any of
its rights hereunder.  Without limiting
the foregoing, the Originator 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
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 (i) the Receivables Purchase
Agreement and stating “An interest in these accounts receivable has been
conveyed to the SPV, pursuant to a Receivables Purchase Agreement dated March 3,
2009,” and (ii) 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
Originator 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 Originator’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
Originator and the Purchaser that any conveyance of Receivables by the
Originator to the Purchaser pursuant to this Agreement be construed as a sale
of such Receivables by the Originator to the Purchaser.  Further, it is not the intention of the Originator
and the Purchaser that such conveyance be deemed a grant of a security interest
in any


 


3

















 


Receivables by the Originator to the
Purchaser to secure a debt or other obligation of the Originator.  However, in case that, notwithstanding the
intent of the parties, any Receivables conveyed hereunder are construed to
constitute property of the Originator, 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 Originator provided for in
this Agreement shall be deemed to be, and the Originator hereby grants to the
Purchaser, a security interest in, to and under all of the Originator’s right,
title and interest in, to and under all Receivables and the Related Security,
Collections and the proceeds thereof conveyed by the Originator 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 Originator 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 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 Originator under this
Agreement shall be a dollar amount equal to the product of (i) the
aggregate Unpaid Balance of 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.


 


                                                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 Originator, by means
of an intercompany loan or a capital contribution contributed by the Originator
to Purchaser or any combination of the foregoing, as determined by the
Originator and the Purchaser at such time.


 


4

















 


Section 3.3                                   Settlement.


 


(a)                                  Dilutions.  If on any day any Receivable becomes subject
to any Dilution, the Originator 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 Originator is deemed to have received a
Collection under this Section 3.3, the Originator 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 any outstanding intercompany loans, 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
Originator and the Purchaser 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                                   Originators’ Representations and
Warranties.


 


The Originator 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 corporation 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 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 corporate powers, (ii) have been duly authorized
by all necessary corporate and shareholder 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 articles of
incorporation  or bylaws, (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


 


5

















 


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 Originator 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 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 Originator.


 


(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.


 


6

















 


(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 Originator.


 


(k)                                  Good Title.  Upon each sale, assignment and transfer of
Receivables and the Related Security, Collections and the proceeds thereof by
the Originator 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 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.


 


(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.


 


7
















 


(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 Purchase Agreement requires compliance with any bulk sales act or
similar law.


 


(r)                                    Representations and Warranties
in other Related Documents.  Each of the representations and warranties
made by it contained in the Transaction Documents (other than this Agreement)
is true, complete and correct in all respects and it hereby makes each such
representation and warranty to, and for the benefit of, the Purchaser as if the
same were set forth in full herein.


 


(s)                                  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.


 


(t)                                    On each date that Receivables
are conveyed hereunder, the Originator, 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 Originator under this Agreement. 
Upon discovery by the Purchaser or the Originator 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.


 


Article V



Covenants


 


Section 5.1                                   Covenants of the Originator.


 


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 Originator shall carry on and conduct its
Distribution Business in the same manner as it is presently conducted and do
all things necessary to remain duly organized, validly existing and in good
standing as a corporation in its jurisdiction of organization and maintain all
requisite authority to conduct its business in each jurisdiction in which its
business is conducted.


 


8

















 


(b)                                 Compliance with Laws, Etc.  The Originator 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 Originator 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 Originator 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 Originator, for the purpose of examining such
materials described in clause (i), and to discuss matters relating to
the Affected Assets or Originator’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 Originator, having knowledge of such matters; provided, however
that the Originator 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 Originator 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 Originator shall give the Purchaser
prompt notice of any material change in its administrative and operating
procedures referred to in the previous sentence.


 


(e)                                  Performance and Compliance with
Receivables and Contracts and Credit and Collection Policy.  The Originator 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 Originator 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.


 


9

















 


(g)                                 Collections.  The Originator 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 Originator 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 Originator shall not book or otherwise treat
(other than for tax and accounting purposes) the transactions contemplated by
this Agreement in any manner other than as a sale of the Receivables and the
Related Security by the Originator to the Purchaser.  In addition, the Originator 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 Originator 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 Originator 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 Originator 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 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 Originator) and (ii) the Originator
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.  The Originator 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.


 


10

















 


(o)                                 No Change in Business or Credit
and Collection Policy.  The Originator 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 Originator 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 Originator 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 Originator 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 Originator
delivers to the Purchaser (i) such documents, instruments or agreements,
executed by the Originator 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 Originator 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 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 Originator 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 Originator 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 


 


11

















 


breach by the Originator of its
representations, warranties and covenants contained herein, or any information
certified in any schedule or certificate delivered by the Originator hereunder,
being untrue in any material respect at any time.  The obligations of the Originator 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.


 


Section 5.2                                   Covenants of the Purchaser.


 


Except as
otherwise provided herein, the Purchaser shall not sell, transfer or otherwise
dispose of any Receivables to any Person other than the SPV or as otherwise
expressly provided for in the Transaction Documents.


 


Article VI



Repurchase Obligation


 


Section 6.1                                   Mandatory Repurchase.


 


The Originator
agrees to repurchase from the Purchaser any Receivables sold by it hereunder if
the Purchaser notifies the Originator that, as of the related date of purchase
of such Receivable, there existed a material breach of any representation or
warranty made or deemed made with respect to such a Receivable pursuant to Article IV
and the Originator shall fail to cure such breach within ten (10) Business
Days of such notice.  The repurchase price
shall be paid by the Originator to the Purchaser 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 Originator.


 


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:


 


(a)                                  All representations and
warranties of the Originator 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;


 


12

















 


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


 


(d)                                 The Originator 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 Originator 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 Originator as the termination date at any time following
sixty (60) day 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 Receivables Purchase Agreement, (d) upon
the occurrence of an Event of Bankruptcy with respect to the Purchaser or the
Originator or (e) the date on which the Purchaser or the Originator
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 “Sale Termination Date”); provided, however,
that the occurrence of the Sale Termination Date pursuant to this Section 8.1
hereof shall not discharge any Person from any obligations incurred prior to
the Sale 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 Sale Termination Date.


 


Section 8.2                                   Effect of Sale Termination Date.


 


Following the
occurrence of the Sale Termination Date pursuant to Section 8.1 hereof,
the Originator 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 Originator or the Purchaser shall be deemed
to impair or affect the obligations pertaining to any executed sale or executed
obligations, including, without limitation, pre-termination breaches of
representations and warranties by the Originator or the Purchaser.  Without limiting the foregoing, prior to the
Sale Termination Date, the failure of the Originator 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.


 


13

















 


Article IX



Indemnification


 


Section 9.1                                   Indemnities by the Originator.


 


Without
limiting any other rights which the Indemnified Party may have hereunder or
under applicable Law, the Originator hereby agrees to indemnify the Purchaser
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
Originator  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
Originator 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).


 


(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.  


 


14

















 


Nothing in this Section 10.2
shall affect the right of the Purchaser to bring any other action or proceeding
against the Originator 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.


 


	
  (i)

  	
   

  	
  in the case
  of the Purchaser:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  United
  Stationers Financial Services, LLC

  
	
   

  	
   

  	
  One Parkway
  North Boulevard

  
	
   

  	
   

  	
  Deerfield,
  Illinois 60015-2559

  
	
   

  	
   

  	
  Telephone: 

  	
  (847)
  627-7000

  
	
   

  	
   

  	
  Facsimile: 

  	
  (847)
  627-7001

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  in the case
  of the Originator:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  United
  Stationers Supply Co.

  
	
   

  	
   

  	
  One Parkway
  North Boulevard

  
	
   

  	
   

  	
  Deerfield,
  Illinois 60015-2559

  
	
   

  	
   

  	
  Telephone: 

  	
  (847)
  627-7000

  
	
   

  	
   

  	
  Facsimile: 

  	
  (847)
  627-7001

  



 


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 Originator
acknowledges that:


 


15

















 


The Purchaser
will, pursuant to the Receivables Purchase Agreement, convey the Receivables
and the Related Security, Collections and the proceeds thereof to the SPV and
assign its rights under this Agreement to the SPV, and that the representations
and warranties contained in this Agreement and the rights of the Purchaser
under Article VI and the indemnities under Section 5.1(u) hereof
are intended to benefit the SPV, the Agent, the Class Agents and the
Investors.  The Originator hereby
consents to such conveyance and assignment.


 


Section 10.6                            Further Assurances.


 


The Purchaser
and the Originator 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 or the
Originator, 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.


 


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 Purchaser and its respective assignees are intended by the parties
hereto to be a third-party beneficiaries 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.


 


16

















 


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.]


 


17
















 


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


 


	
   

  	
  UNITED
  STATIONERS SUPPLY CO.,

  
	
   

  	
  as
  Originator

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


[Signature
page to Receivables Sale Agreement]


 

















 


	
   

  	
  UNITED
  STATIONERS FINANCIAL

  
	
   

  	
  SERVICES
  LLC, as Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


 


Acknowledged as of the 

date first above written:


 


 


	
  BANK OF
  AMERICA, NATIONAL

  	
   

  
	
  ASSOCIATION,
  as Agent

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


[Signature page to Receivables Sale Agreement]


 

















 


EXHIBIT
A


 


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 SUPPLY CO.

  
	
  Jurisdiction of Formation:

  	
   

  	
  Illinois

  
	
  Principal Place of Business:

  	
   

  	
  One Parkway North Blvd.,
  Deerfield, Illinois

  
	
  President:

  	
   

  	
  Richard W. Gochnauer

  
	
  Location of Records:

  	
   

  	
  One Parkway North Blvd.,
  Deerfield, Illinois

  



 

















 


SCHEDULE 4.1(j)


 


List of Subsidiaries, Divisions
and Tradenames; FEIN


 


	
  United Stationers Supply Co.

  
	
   

  	
   

  	
   

  
	
  Subsidiaries:

  	
   

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

  
	
   

  	
   

  	
  Lagasse, Inc

  
	
   

  	
   

  	
  ORS Nasco, Inc.

  
	
   

  	
   

  	
  United Stationers Receivables, LLC

  
	
   

  	
   

  	
  United Stationers Financial Services LLC

  
	
   

  	
   

  	
  United Stationers Technology Services LLC

  
	
   

  	
   

  	
  United Stationers Hong Kong Limited

  
	
   

  	
   

  	
  United Worldwide Limited

  
	
   

  	
   

  	
   

  
	
  Divisions:

  	
   

  	
  United Supply US

  
	
   

  	
   

  	
  Azerty US

  
	
   

  	
   

  	
   

  
	
  Tradenames:

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Federal Employer

  	
   

  	
   

  
	
  Identification Number:

  	
   

  	
  36-2431718

  



 

















 


SCHEDULE
4.1(p)


 


List
of Blocked Account Banks and Blocked Accounts


 


None.