Exhibit
10.45


 


EXECUTION COPY


 


THIRD AMENDMENT TO THE


TRANSFER
AND ADMINISTRATION AGREEMENT


 


THIS THIRD AMENDMENT TO THE TRANSFER AND
ADMINISTRATION AGREEMENT, dated as of January 22, 2010 (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”) and (v) BANK OF
AMERICA, NATIONAL ASSOCIATION, as an Alternate Investor (“Alternate Investor”)
and Agent (the “Agent”). 
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 hereby acknowledged, the parties
hereto agree as follows:


 


SECTION 1.    Amendments to the Transfer
Agreement.  The following
amendments are made to the Transfer Agreement:


 


(a)           The definition of “Class Termination
Date” in Section 1.1 of the Transfer Agreement is hereby amended and
restated in its entirety as follows:


 


“Class Termination
Date:  For any Class, unless the
related Class Agent elects otherwise, the date of termination of the
commitment of any Program Support Provider under a Program Support Agreement
with respect to such Class, it being understood that as of January 22, 2010,
the commitment termination date for the Liquidity Agreement for the Enterprise
Funding Class is January 21, 2011.”


 


(b)           The definition of “Commitment Termination
Date” in Section 1.1 of the Transfer Agreement is hereby amended and
restated in its entirety as follows:


 


“Commitment
Termination Date:  January 21,
2011, or such later date to which the Commitment Termination Date may be
extended by the SPV, the Agent, the Class Agents and some or all of the
Alternate Investors (in their sole discretion).”


 


(c)           Schedule II (Specified
Ineligible Receivables) of the Transfer Agreement is hereby deleted and
replaced in its entirety with the Schedule II attached hereto.


 

















 


SECTION 2.    Effective
Date.  This Amendment shall become effective as of the date (the “Effective Date”) that (a) the
Agent shall have received counterparts hereof duly executed by each of the
parties hereto and (b) the Agent shall have received counterparts of the
Amendment 2 to the Liquidity Asset Purchase Agreement for the Enterprise
Funding Class, dated as of date hereof, duly executed by each of the parties
thereto.


 


SECTION 3.    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 4.    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 5.    Consent
of Performance Guarantor.


 


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


 


SECTION 6.    Miscellaneous.


 


6.1           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).


 


6.2           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.


 


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


 


6.4           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


 


2

















 


or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


6.5           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 (WITHOUT REFERENCE TO THE
CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW
YORK GENERAL OBLIGATIONS LAW).


 


3

















 


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 next page]


 


S-1

















 


	
   

  	
  BANK OF AMERICA, NATIONAL
  ASSOCIATION, as an Alternate Investor and Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ENTERPRISE
  FUNDING, as a Conduit Investor

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


[signatures
continued on next page]


 


S-2

















 


Acknowledged
and consented to by:


 


	
   

  	
  UNITED STATIONERS INC., as the Performance Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


[end
of signatures]


 


S-3

















 


SCHEDULE
II


 


Specified
Ineligible Receivables


 

















 


SCHEDULE II


 


SPECIFIED INELIGIBLE RECEIVABLES


 


The
Inkwell, Inc.


Dixie
Office Products, Inc.


Prestige
Office Products Inc.


West
Office Supply (San Angel)


Dodson
Group


Royal
Office Products (Select)


AMO
Office Supply


KEM
Supply House


Midwest
Office Supply


Bennett
Printing and Office Supply


Hurricane
Office


Star
Office Products (Houston), TX


RFV
Ent., Inc DBA Vesco


Zanesville
Business Equipment


Markelsz
Office Products


Market
Street Stationers


Office
Products AM


Rhinotek
Computer


Office
Bella


Econoffice
Products and Supply


Paper
Roll Products


Media
South Computer Supply


Toner
Express (a/k/a/ Veterans Office Products)


KM2
Inc.


Image
Tech LLC


Mid
Carolina Office


HMB
Trading Group


Rite
Aid Corporation


Costco, Inc.


E.J.
Office Furniture, Inc.


Nelson
Office Supply


Office
Products, Inc. (Martin, TN)


American
Product Distributors


UNEQ, Inc.


ARWEBB
Office Equipment (Newark, OH)


Professional
Office Products


Docs


Kerr Albert


Karr LLC


Accurate
O/E Wooster


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About Offices, LLC