Exhibit
10.43


 


EXECUTION COPY


 


FIRST AMENDMENT TO THE


TRANSFER AND ADMINISTRATION AGREEMENT


 


THIS FIRST AMENDMENT TO THE TRANSFER AND
ADMINISTRATION AGREEMENT,
dated as of May 14, 2009 (this “Amendment”), is entered into by and
among (i) UNITED STATIONERS RECEIVABLES, LLC (the “SPV”), (ii) UNITED
STATIONERS SUPPLY CO., as Originator (the “Originator”), (iii) UNITED
STATIONERS FINANCIAL SERVICES LLC, as Seller (the “Seller”) and as
Servicer (the “Servicer”), (iv) ENTERPRISE FUNDING COMPANY LLC, as
a conduit investor (“Enterprise Funding”), (v) MARKET STREET
FUNDING LLC, as a conduit investor (“Market Street”), (vi) BANK OF
AMERICA, NATIONAL ASSOCIATION, as an Alternate Investor (an “Alternate
Investor”) and Agent (the “Agent”) and (vii) PNC BANK, NATIONAL
ASSOCIATION, as an Alternate Investor (an “Alternate Investor”).  Capitalized terms used and not otherwise
defined herein are used as defined in the Transfer and Administration
Agreement, including by reference therein, dated as of March 3, 2009 (as
amended, amended and restated, supplemented or otherwise modified through the
date hereof, the “Transfer Agreement”), among the SPV, the Originator,
the Seller, the Alternate Investors party thereto, the Conduit Investors party
thereto, the Class Agents party thereto and the Agent.


 


WHEREAS, the parties hereto desire to amend the
Transfer Agreement in certain respects as provided herein;


 


NOW THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are herby acknowledged, the parties hereto
agree as follows:


 


SECTION 1.    Amendment to the Transfer Agreement.  Section 6.1(a)(ii) of
the Transfer Agreement is hereby amended by inserting the following
parenthetical immediately after the phrase “forty-five (45) days” therein:


 


“(and with respect to the SPV, Seller and Servicer,
solely for the quarterly period ended March 31, 2009, within sixty (60)
days)”


 


SECTION 2.    Representations
and Warranties.


 


Each of the Originator, the SPV, the Seller and the
Servicer hereby certifies that, subject to the effectiveness of this Amendment,
each of the representations and warranties set forth in the Transfer Agreement
is true and correct on the date hereof, as if each such representation and
warranty were made on the date hereof.


 


SECTION 3.    Transfer
Agreement in Full Force and Effect as Amended.


 


Except as specifically amended hereby, the Transfer
Agreement shall remain in full force and effect.  All references to the Transfer Agreement
shall be deemed to mean the Transfer Agreement as modified hereby.  The parties hereto agree to be bound by the
terms and conditions of the Transfer Agreement, as amended by this Amendment,
as though such terms and conditions were set forth herein.


 

















 


SECTION 4.    Consent
of Performance Guarantor.


 


The Performance Guarantor
hereby consents to the amendments to the Transfer Agreement set forth in this
Amendment.


 


SECTION 5.    Miscellaneous.


 


5.1           This Amendment may be executed in any
number of counterparts, and by the different parties hereto on the same or
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original instrument but all of which together shall constitute
one and the same agreement.  Delivery of
an executed counterpart of a signature page by facsimile or other
electronic transmission shall be effective as delivery of a manually executed
counterpart of this Amendment.  This
Amendment shall become effective upon the Agent’s receipt of counterparts of
this Amendment, duly executed by all parties hereto (including the Performance
Guarantor).


 


5.2           The descriptive headings of the various
sections of this Amendment are inserted for convenience of reference only and
shall not be deemed to affect the meaning or construction of any of the
provisions hereof.


 


5.3           This Amendment may not be amended or
otherwise modified except as provided in the Transfer Agreement.


 


5.4           Any provision in this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


5.5           THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


[Signature
Pages Follow]


 


2

















 


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


 


 


	
   

  	
  UNITED
  STATIONERS RECEIVABLES, LLC

  

  

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  UNITED
  STATIONERS SUPPLY CO., as Originator

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  UNITED
  STATIONERS FINANCIAL SERVICES LLC, as Seller and as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


[signatures continued on
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  BANK
  OF AMERICA, NATIONAL ASSOCIATION, as an Alternate Investor and Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENTERPRISE FUNDING, as a Conduit Investor

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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  PNC
  BANK, NATIONAL ASSOCIATION, as an Alternate Investor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MARKET STREET, as a Conduit Investor

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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  Acknowledged
  and consented to by:

  
	
   

  	
   

  
	
   

  	
  UNITED STATIONERS INC., as the Performance Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


[end of signatures]


 


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