Exhibit 10.25


 


OMNIBUS AMENDMENT


 


OMNIBUS AMENDMENT


 


DATED AS OF MARCH 21, 2008


 


BY AND AMONG


 


USS RECEIVABLES COMPANY, LTD.,


 


UNITED STATIONERS FINANCIAL SERVICES LLC,


 


UNITED STATIONERS SUPPLY CO.,


 


FALCON ASSET SECURITIZATION COMPANY LLC,


 


PNC BANK, NATIONAL ASSOCIATION,


 


MARKET STREET FUNDING LLC,


 


JPMORGAN CHASE BANK, N.A.

(successor by merger to BANK ONE, NA (Main Office Chicago)),


 


FIFTH THIRD BANK


 


and


 


THE BANK OF NEW YORK TRUST COMPANY, N.A.

(successor in interest to JPMORGAN CHASE BANK, N.A.), as Trustee




 





 


AMENDMENT NO. 5 TO SERIES 2004-1 SUPPLEMENT


 


AMENDMENT NO. 6 TO SERIES 2003-1 SUPPLEMENT


 


AMENDMENT NO. 6 TO SECOND AMENDED AND RESTATED SERIES

2000-2 SUPPLEMENT


 


AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED POOLING

AGREEMENT




 





 

















 


OMNIBUS AMENDMENT


 


This OMNIBUS AMENDMENT (this “Omnibus Amendment”) is entered
into as of March 21, 2008 by and among USS Receivables Company, Ltd., a
Cayman Islands limited liability company (“USSR”), United Stationers
Financial Services LLC, an Illinois limited liability company (“USFS”),
United Stationers Supply Co., an Illinois corporation (“USSC”, and
together with USSR and USFS, the “USS Companies”), Falcon Asset
Securitization Company LLC, a Delaware limited liability company (“Falcon”),
PNC Bank, National Association, as Administrator under and as defined in the
Series 2000-2 Supplement referred to below (“PNC”), Market Street
Funding LLC (“Market Street”), JPMorgan Chase Bank, N.A. (successor by
merger to Bank One, NA (Main Office Chicago)), as the Funding Agent and the
sole APA Bank under and as defined in the Series 2003-1 Supplement
referred to below (“JPMorgan Chase Bank” or the “Funding Agent”),
Fifth Third Bank, as Administrator under and as defined in the
Series 2004-1 Supplement referred to below (“Fifth Third”) and The
Bank of New York Trust Company, N.A. (successor in interest to JPMorgan Chase
Bank, N.A.), as Trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, USSR, USFS, as Servicer (the “Servicer”), and the
Trustee are parties to that certain Second Amended and Restated Pooling
Agreement, dated as of March 28, 2003 (as amended, supplemented, restated
or otherwise modified and in effect from time to time, the “Pooling
Agreement”);


 


WHEREAS, USSR, the Servicer, Fifth Third and the Trustee are parties to
that certain Series 2004-1 Supplement, dated as of March 26, 2004, to
the Pooling Agreement, as amended by the Omnibus Amendment with respect
thereto, dated as of March 25, 2005, as further amended by the Omnibus
Amendment with respect thereto, dated as of March 24, 2006, as further
amended by the Omnibus Amendment with respect thereto, dated as of
March 23, 2007 and as further amended by the Omnibus Amendment with
respect thereto, dated as of July 26, 2007 (as so amended and as further
amended, supplemented, restated or otherwise modified and in effect from time
to time, the “Series 2004-1 Supplement”);


 


WHEREAS, USSR, the Servicer, Falcon, JPMorgan Chase Bank and the
Trustee are parties to that certain Series 2003-1 Supplement, dated as of
March 28, 2003, to the Pooling Agreement, as amended by the Omnibus
Amendment with respect thereto, dated as of March 26, 2004, as further
amended by the Omnibus Amendment with respect thereto, dated as of
March 25, 2005, as further amended by the Omnibus Amendment with respect
thereto, dated as of March 24, 2006, as further amended by the Omnibus
Amendment with respect thereto, dated as of March 23, 2007 and as further
amended by the Omnibus Amendment with respect thereto, dated


 

















 


as
of July 26, 2007 (as so amended and as further amended, supplemented,
restated or otherwise modified and in effect from time to time, the “Series 2003-1 Supplement”);


 


WHEREAS, USSR, the Servicer, PNC, Market Street and the Trustee are
parties to that certain Second Amended and Restated Series 2000-2
Supplement, dated as of March 28, 2003, to the Pooling Agreement, as
amended by the Omnibus Amendment with respect thereto, dated as of
March 26, 2004, as further amended by the Omnibus Amendment with respect
thereto, dated as of March 25, 2005, as further amended by the Omnibus
Amendment with respect thereto, dated as of March 24, 2006, as further
amended by the Omnibus Amendment with respect thereto, dated as of
March 23, 2007 and as further amended by the Omnibus Amendment with
respect thereto, dated as of July 26, 2007 (as so amended and as further
amended, supplemented, restated or otherwise modified and in effect from time
to time, the “Series 2000-2
Supplement”);


 


WHEREAS, each of the parties hereto now desires to amend each of the
Pooling Agreement, the Series 2004-1 Supplement, the Series 2003-1
Supplement and the Series 2000-2 Supplement (collectively, the “Amended Documents”), in each case, subject to the terms and
conditions hereof.


 


AGREEMENT


 


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


 


Section 1.                                            Definitions Used Herein.
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth for such terms in the Pooling Agreement or, if
not defined therein, the Series 2004-1 Supplement, Series 2003-1
Supplement or Series 2000-2 Supplement, as applicable.


 


Section 2.                                            Amendments to the Series 2004-1 Supplement.
Immediately upon the satisfaction of each of the conditions precedent set forth
in Section 6 of this Omnibus Amendment, the Series 2004-1 Supplement
is hereby amended, effective as of the date first written above, as follows:


 


(a)                                  by amending and restating the definition of
“Accrual Period” appearing in Section 1.1 thereof as follows:


 


“Accrual Period”  shall mean the period from and including the
first day of each calendar month to and including the last day of such calendar
month, provided that the final Accrual Period hereunder shall terminate on the
date of the final payment made hereunder on the VFC Certificate.


 


3

















 


(b)                                 by amending and restating the definition of
“Commitment Expiry Date” appearing in Section 1.1 thereof as follows:


 


“Commitment Expiry Date” shall mean March 20, 2009 (as may be
extended for up to an additional 364 days from time to time in writing by the
Committed Purchaser and the Administrator in their sole discretion).


 


(c)                                  by amending and restating the definition of
“Commitment Termination Date” appearing in Section 1.1 thereof as follows:


 


“Commitment Termination Date” shall mean the earlier to occur of
(i) the date on which the Purchase Limit has been reduced to zero pursuant
to Section 2.8 of this Supplement, and (ii) March 18, 2011.


 


(d)                                 by amending and restating the definition of
“Rate Period” appearing in Section 1.1 thereof as follows (solely for
convenience, changed language is italicized):


 


“Rate Period” shall mean, unless otherwise agreed by the Administrator
and the Company, with respect to any Funding Tranche, (i) initially the
period commencing on (and including) the date of the initial purchase or
funding of such Funding Tranche and ending on (but excluding) the first day of the next
following calendar month, and
(ii) thereafter each period commencing on (and including) the first day of each
calendar month and ending on the first day of the next following calendar
month; provided,
that:


 


(A)                              any Rate Period with respect to any Funding Tranche not funded at the
CP Rate which would otherwise end on a day which is not a Business Day shall be
extended to the next succeeding Business Day; provided, however, if Yield in
respect of such Rate Period is computed by reference to the Euro-Rate, and such
Rate Period would otherwise end on a day which is not a Business Day, and there
is no subsequent Business Day in the same calendar month as such day, such Rate
Period shall end on the next preceding Business Day;


 


(B)                                in the case of any Rate Period for any Funding Tranche which commences
before the occurrence of an Early Amortization Event and would otherwise end on
a date occurring after the occurrence of an Early Amortization Event, such Rate
Period shall end on the date of the occurrence of an Early Amortization Event
and the duration of each Rate Period which commences on or after the occurrence
of an Early Amortization Event shall be of such duration as shall be selected
by the Administrator; and


 


4

















 


(C)                                any Rate Period in respect of which Yield is computed by reference to
the CP Rate may be terminated at the election of, and upon notice thereof to
the Company and the Servicer by, the Administrator any time, in which case the
Funding Tranche allocated to such terminated Rate Period shall be allocated to
a new Rate Period commencing on (and including) the date of such termination
and ending on (but excluding) the first day of the next following calendar month and shall accrue Yield at the Alternate Rate.


 


(e)                                  by amending and restating paragraphs
(b) and (c) of Section 2.9 as follows (solely for convenience,
changed language is italicized):


 


(b)                            The Servicer shall distribute pursuant to subsection 3A.6(b), from
amounts on deposit in the Series 2004-1 Collection Sub-account, to the
Administrator, for the account of the Committed Purchaser, on each Distribution
Date, a commitment fee with respect to the Accrual
Period most
recently ended on or prior to such date (the “Commitment Fee”) at the
Commitment Fee Rate of the average daily excess of 102% of the Purchase Limit
over the average Series 2004-1 Purchaser Invested Amount during such
Accrual Period for the actual number of days in such Accrual Period. The
Commitment Fee shall be payable (i) monthly in arrears on each
Distribution Date for such Accrual Period and (ii) on the Facility Termination Date. To the extent that
funds on deposit in the Series 2004-1 Collection Sub-account at any such
date are insufficient to pay the Commitment Fee due on such date, the Servicer
shall so notify the Company and the Company shall immediately pay the
Administrator the amount of any such deficiency.


 


(c)                             The Servicer shall distribute pursuant to subsection 3A.6(b), from
amounts on deposit in the Series 2004-1 Collection Sub-account, to the
Administrator, for the account of the Committed Purchaser, on each Distribution
Date, a utilization fee (the “Utilization Fee”) with respect to the Accrual Period most recently ended on or prior to such date at the Utilization Fee Rate of the average daily
Series 2004-1 Purchaser Invested Amount during such period for the actual
number of days in such Accrual Period. The Utilization Fee shall be payable
(i) monthly in arrears on each Distribution Date for such Accrual Period and (ii) on the Facility Termination
Date. To the extent that funds on deposit in the Series 2004-1 Collection
Sub-account at any such date are insufficient to pay the Utilization Fee due on
such date, the Servicer shall so notify the Company and the Company shall
immediately pay the Administrator the amount of any such deficiency.


 


5

















 


(f)                                    by amending and restating the first sentence
of paragraph (a) of Section 3A.4 as follows (solely for convenience,
added language is italicized):


 


On
or before the Business Day preceding the each Distribution Date, the
Administrator shall notify the Servicer and the Trustee of the
Series 2004-1 Monthly Interest Amount for the most recent Accrual Period ending on or before the related Distribution Date.


 


(g)                                 by amending and restating the first sentence
of paragraph (c) of Section 3A.4 as follows (solely for convenience,
added language is italicized):


 


On
each Distribution Date, the Servicer shall determine the excess, if any (the “Interest Shortfall”), of (i) the Series 2004-1 Monthly
Interest for the most recent Accrual
Period ending on or before such
Distribution Date over (ii) the amount which will be available to
be distributed to the Purchasers on such Distribution Date in respect thereof
pursuant to this Supplement.


 


Section 3.                                            Amendments to the Series 2003-1
Supplement. Immediately upon the satisfaction of each of
the conditions precedent set forth in Section 6 of this Omnibus Amendment,
Section 1.1 of the Series 2003-1 Supplement is hereby amended,
effective as of the date first written above, as follows:


 


(a)                                  by amending and restating the definition of
“Commitment Expiry Date” as follows:


 


“Commitment Expiry Date” shall mean March 20, 2009 (as may be
extended for up to an additional 364 days from time to time in writing by
Initial Purchaser, the Funding Agent and the APA Banks).


 


(b)                                 by amending and restating the definition of
“Commitment Termination Date” as follows:


 


“Commitment Termination Date” shall mean the earliest to occur of
(i) the date on which the Aggregate Commitment Amount has been reduced to
zero pursuant to Section 2.7 of this Supplement, (ii) the Commitment
Expiry Date, (iii) the Optional Termination Date, (iv) the date on which
the Early Amortization Period is declared to commence or automatically
commences and (v) March 18, 2011.


 


Section 4.                                            Amendments to the Series 2000-2
Supplement. Immediately upon the satisfaction of each of
the conditions precedent set forth in Section 6 of this


 


6

















 


Omnibus
Amendment, Section 1.1 of the Series 2000-2 Supplement is hereby
amended, effective as of the date first written above, as follows:


 


(a)                                  by amending and restating the definition of
“Accrual Period” appearing in Section 1.1 thereof as follows:


 


“Accrual Period” shall mean the period from and including the
first day of each calendar month to and including the last day of such calendar
month, provided that the final Accrual Period hereunder shall terminate on the
date of the final payment made hereunder on the VFC Certificate.


 


(b)                                 by amending and restating the definition of
“Commitment Expiry Date” as follows:


 


“Commitment Expiry Date” shall mean March 20, 2009 (as may be
extended for up to an additional 364 days from time to time in writing by the
Committed Purchaser and the Administrator in their sole discretion).


 


(c)                                  by amending and restating the definition of
“Commitment Termination Date” as follows:


 


“Commitment Termination Date” shall mean the earlier to occur of
(i) the date on which the Purchase Limit has been reduced to zero pursuant
to Section 2.8 of this Supplement, and (ii) March 18, 2011.


 


(d)                                      by amending and restating the definition of
“Rate Period” appearing in Section 1.1 thereof as follows (solely for
convenience, changed language is italicized):


 


“Rate Period” shall mean, unless otherwise agreed by the Administrator
and the Company, with respect to any Funding Tranche, (i) initially the
period commencing on (and including) the date of the initial purchase or
funding of such Funding Tranche and ending on (but excluding) the first day of the next following calendar month, and
(ii) thereafter each period commencing on (and including) the first day of each calendar month and ending on
the first day of the next following calendar month; provided,
that:


 


(A)                              any Rate Period with respect to any Funding Tranche not funded at the
CP Rate which would otherwise end on a day which is not a Business Day shall be
extended to the next succeeding Business Day; provided, however, if Yield in
respect of such Rate Period is computed by reference to the Euro-Rate, and such
Rate Period would otherwise end on


 


7

















 


a
day which is not a Business Day, and there is no subsequent Business Day in the
same calendar month as such day, such Rate Period shall end on the next
preceding Business Day;


 


(B)                                in the case of any Rate Period for any Funding Tranche which commences
before the occurrence of an Early Amortization Event and would otherwise end on
a date occurring after the occurrence of an Early Amortization Event, such Rate
Period shall end on the date of the occurrence of an Early Amortization Event
and the duration of each Rate Period which commences on or after the occurrence
of an Early Amortization Event shall be of such duration as shall be selected
by the Administrator; and


 


(C)                                any Rate Period in respect of which Yield is computed by reference to
the CP Rate may be terminated at the election of, and upon notice thereof to
the Company and the Servicer by, the Administrator any time, in which case the
Funding Tranche allocated to such terminated Rate Period shall be allocated to
a new Rate Period commencing on (and including) the date of such termination
and ending on (but excluding) the first day of the next following calendar month and shall accrue Yield at the Alternate Rate.


 


(e)                                  by amending and restating paragraphs
(b) and (c) of Section 2.9 as follows (solely for convenience,
changed language is italicized):


 


(b)                                 The Servicer shall distribute pursuant to
subsection 3A.6(b), from amounts on deposit in the Series 2000-2
Collection Sub-account, to the Administrator, for the account of the Committed
Purchaser, on each Distribution Date, a commitment fee with respect to the most recent Accrual Period ending on or prior to such date (the “Commitment Fee”) at the
Commitment Fee Rate of the average daily excess of 102% of the Purchase Limit
over the average Series 2000-2 Purchaser Invested Amount during such
Accrual Period for the actual number of days in such Accrual Period. The
Commitment Fee shall be payable (i) monthly in arrears on each
Distribution Date and (ii) on the Facility Termination Date. To the extent
that funds on deposit in the Series 2000-2 Collection Sub-account at any such
date are insufficient to pay the Commitment Fee due on such date, the Servicer
shall so notify the Company and the Company shall immediately pay the
Administrator the amount of any such deficiency.


 


(c)                                  The Servicer shall distribute pursuant to
subsection 3A.6(b), from amounts on deposit in the Series 2000-2
Collection Sub-account, to the Administrator, for the account of the Committed
Purchaser, on each Distribution Date, a utilization fee (the “Utilization Fee”) with respect to the


 


8

















 


Accrual
Period most
recently ended on or prior to such date at the Utilization Fee Rate of the
average daily Series 2000-2 Purchaser Invested Amount during such period
for the actual number of days in such Accrual Period. The Utilization Fee shall
be payable (i) monthly in arrears on each Distribution Date for such Accrual Period and (ii) on the Facility Termination
Date. To the extent that funds on deposit in the Series 2000-2 Collection
Sub-account at any such date are insufficient to pay the Utilization Fee due on
such date, the Servicer shall so notify the Company and the Company shall
immediately pay the Administrator the amount of any such deficiency.


 


(f)                                    by amending and restating the first sentence
of paragraph (a) of Section 3A.4 as follows (solely for convenience,
added language is italicized):


 


On
or before the Business Day preceding the each Distribution Date, the
Administrator shall notify the Servicer and the Trustee of the
Series 2000-2 Monthly Interest Amount for the most recent Accrual Period ending on or before the related Distribution Date.


 


(g)                                 by amending and restating paragraph
(c) of Section 3A.4 as follows (solely for convenience, added
language is italicized):


 


On
each Distribution Date, the Servicer shall determine the excess, if any (the “Interest
Shortfall”), of (i) the Series 2000-2 Monthly Interest for the
most recent Accrual Period ending on or before such Distribution Date over
(ii) the amount which will be available to be distributed to the Purchasers
on such Distribution Date in respect thereof pursuant to this Supplement. If
the Interest Shortfall with respect to the Accrual Period ended most recently on or prior to
any Distribution Date is
greater than zero, an additional amount (“Additional Interest”) equal to the
product of (A) the number of days until such Interest Shortfall shall be
repaid divided by 365 (or 366, as the case may be), (B) the Base Rate plus
2.0% and (C) such Interest Shortfall (or the portion thereof which has not
been paid to the Committed Purchaser) shall be payable as provided herein with
respect to the VFC Certificates on each Distribution Date following such
Distribution Date to but excluding the Distribution Date on which such Interest
Shortfall is paid to the VFC Certificateholders.


 


(h)                                 by amending and restating clause
(iii) of paragraph (a) of Section 3A.6 as follows (solely for
convenience, added language is italicized):


 


(iii) ratably, to the payment of all accrued and unpaid
Series 2000-2 Monthly Interest payable with respect to the Accrual
Period ended most


 


9

















 


recently on or prior to such Distribution Date (the “Monthly Interest
Payment”), plus the amount of any Monthly Interest Payment previously due but
not distributed to the Administrator, for further distribution to the Committed
Purchaser on a prior Distribution Date, plus the amount of any Additional
Interest with
respect to the Accrual Period ended most recently on or prior to such Distribution Date and any Additional
Interest previously due but not distributed to the Administrator, for further
distribution to the Committed Purchaser on a prior Distribution Date, plus all
accrued and unpaid fees under the Fee Letter (including the Commitment Fee and
the Utilization Fee);


 


Section 5.                                            Amendments to the Pooling Agreement. Immediately upon the satisfaction of each
of the conditions precedent set forth in Section 6 of this Omnibus
Amendment, Section 1.1 of the Pooling Agreement is hereby amended by
amending and restating clause (i) of the definition of “Eligible
Receivable” as follows:


 


(i) (A) it is not a Receivable for which the applicable
Seller (or any of its transferees) has established an offsetting specific
reserve (other than a specific default or loss reserve), provided that a
Receivable subject only in part to the foregoing shall be an Eligible
Receivable to the extent not so subject, and (B) it is not a Receivable
for which the applicable Seller (or any of its transferees) has established a
specific default or loss reserve in the amount of 100% of such Receivable;


 


Section 6.                                            Conditions to Effectiveness of this Omnibus
Amendment. The effectiveness
of this Omnibus Amendment is subject to the satisfaction of the following
conditions precedent:


 


(a)                                  Omnibus Amendment. The Trustee shall have received, on or
before the date hereof, executed counterparts of this Omnibus Amendment, duly
executed by each of the parties hereto.


 


(b)                                 Representations and Warranties. As of the date hereof, both before and
after giving effect to this Omnibus Amendment, all of the representations and
warranties of the USS Companies contained in each Amended Document, as amended
hereby and in each other Transaction Document (other than those that speak
expressly only as of a different date) shall be true and correct in all
material respects as though made on the date hereof (and by its execution
hereof, each of the USS Companies shall be deemed to have represented and
warranted such).


 


(c)                                  No Early Amortization Event. As of the date hereof both before and after
giving effect to this Omnibus Amendment, no Early


 


10














 


Amortization
Event shall have occurred and be continuing (and by its execution hereof, each
of the USS Companies shall be deemed to have represented and warranted such).


 


(d)           Payment of Fees. The USS
Companies shall have paid all costs, fees and expenses due and owing, by any of
them, pursuant to the Fee Letter.


 


Section 7                Miscellaneous.


 


(a)           Effect; Ratification. The
amendments set forth herein are effective solely for the purposes set forth
herein and shall be limited precisely as written, and shall not be deemed to
(i) be a consent to any amendment, waiver or modification of any other
term or condition of any Amended Document or of any other instrument or
agreement referred to therein; or (ii) prejudice any right or remedy which
any of the Trustee, the Funding Agent, Falcon, PNC, Fifth Third or Market
Street may now have or may have in the future under or in connection with any
Amended Document, as amended hereby or any other instrument or agreement
referred to therein. Each reference in the Series 2004-1 Supplement to
“this Supplement,” “herein,” “hereof” and words of like import and each
reference in the other Transaction Documents to the “Series 2004-1
Supplement” shall mean the Series 2004-1 Supplement as amended hereby.
Each reference in the Series 2003-1 Supplement to “this Supplement,”
“herein,” “hereof” and words of like import and each reference in the other
Transaction Documents to the “Series 2003-1 Supplement” shall mean the
Series 2003-1 Supplement as amended hereby. Each reference in the Series 2000-2
Supplement to “this Supplement,” “herein,” “hereof” and words of like import
and each reference in the other Transaction Documents to the
“Series 2000-2 Supplement” shall mean the Series 2000-2 Supplement as
amended hereby. This Omnibus Amendment shall be construed in connection with
and as part of each Amended Document, as amended hereby, respectively, and all
terms, conditions, representations, warranties, covenants and agreements set
forth in each such agreement and each other instrument or agreement referred to
therein, except as herein amended, are hereby ratified and confirmed and shall
remain in full force and effect.


 


(b)           Transaction Documents. This
Omnibus Amendment is a Transaction Document executed pursuant to the Amended
Documents and shall be construed, administered and applied in accordance with
the terms and provisions thereof.


 


(c)           Costs, Fees and Expenses. The
USS Companies agree to reimburse each of the Trustee, the Funding Agent,
Falcon, PNC, Fifth Third and Market Street on demand for all costs, fees and
expenses (including the reasonable


 


11

















 


fees
and expenses of counsels to each of the Trustee, the Funding Agent, Falcon,
PNC, Fifth Third and Market Street) incurred in connection with the
preparation, execution and delivery of this Omnibus Amendment.


 


(d)           Counterparts. This Omnibus
Amendment may be executed in two or more counterparts (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.


 


(e)           Severability. If any one or
more of the covenants, agreements, provisions or terms of this Omnibus
Amendment 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 Omnibus Amendment and shall
in no way affect the validity or enforceability of the other provisions of this
Omnibus Amendment.


 


(f)            GOVERNING LAW. THIS OMNIBUS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.


 


(g)           On the date hereof, (i) Fifth
Third is the holder of one hundred percent of the interest in the
Series 2004-1 Supplement VFC Certificate, (ii) Falcon is the holder
of one hundred percent of the interest in the Series 2003-1 Supplement VFC
Certificate and (iii) Market Street is the holder of one hundred percent
of the interest in the Series 2000-2 Supplement VFC Certificate. Each of
Fifth Third, Falcon and Market Street hereby authorizes and directs the Trustee
(as defined in each Supplement) to execute and deliver this Omnibus Amendment.


 


12

















 


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


 


 


	
   

  	
  USS RECEIVABLES COMPANY, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Victoria J. Reich

  
	
   

  	
  Name:

  	
  Victoria J. Reich

  
	
   

  	
  Title:

  	
  President

  
				



 


 


	
   

  	
  UNITED
  STATIONERS FINANCIAL SERVICES LLC, as Servicer under and as defined in the Pooling Agreement and the Supplements

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Victoria J. Reich

  
	
   

  	
  Name:

  	
  Victoria J. Reich

  
	
   

  	
  Title:

  	
  President

  
				



 

















 


	
   

  	
  FIFTH
  THIRD BANK, as Administrator and Committed Purchaser under and as defined in
  the Series 2004-1 Supplement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian Gardner

  
	
   

  	
  Name:

  	
  Brian Gardner

  
	
   

  	
  Title:

  	
  Vice President

  
				



 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A. (successor by merger to BANK ONE, NA (Main
  Office Chicago)), individually as the sole APA Bank and as Funding Agent
  under and as defined in the Series 2003-1 Supplement

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David  Whiting

  
	
   

  	
  Name:

  	
  David  Whiting

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


 


	
   

  	
  FALCON ASSET SECURITIZATION COMPANY LLC, as Initial Purchaser under
  and as defined in the Series 2003-1 Supplement

  
	
   

  	
  By:

  	
  JPMorgan Chase Bank, N.A. (successor by Merger to Bank One, NA (Main Office
  Chicago)),

  
	
   

  	
  Its:

  	
  Attorney-In-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Whiting

  
	
   

  	
  Name:

  	
  David Whiting

  
	
   

  	
  Title:

  	
  Vice President

  
				



 

















 


	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION, as Administrator under and as defined in the
  Series 2000-2 Supplement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William P. Falcon

  
	
   

  	
  Name:

  	
  William P. Falcon

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


 


	
   

  	
  MARKET
  STREET FUNDING LLC, as Committed Purchaser under and as defined in the
  Series 2000-2 Supplement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 

















 


	
   

  	
  PNC
  BANK, NATIONAL ASSOCIATION, as Administrator under and as defined in the Series 2000-2
  Supplement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


 


	
   

  	
  MARKET
  STREET FUNDING LLC, as Committed
  Purchaser under and as defined in the Series 2000-2 Supplement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Doris J.
  Hearn

  
	
   

  	
  Name:

  	
  Doris J. Hearn

  
	
   

  	
  Title:

  	
  Vice President

  
				



 

















 


	
   

  	
  THE
  BANK OF NEW YORK TRUST COMPANY, N.A. (successor in interest to JPMORGAN CHASE
  BANK, N.A.), as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bill Marshall

  
	
   

  	
  Name:

  	
  Bill Marshall

  
	
   

  	
  Title:

  	
  Vice President