Exhibit 10.1


 


OMNIBUS
AMENDMENT


 


DATED
AS OF MARCH 24, 2006


 


BY
AND AMONG


 


USS
RECEIVABLES COMPANY, LTD.,


 


UNITED
STATIONERS FINANCIAL SERVICES LLC,


 


FALCON
ASSET SECURITIZATION CORPORATION,


 


PNC
BANK, NATIONAL ASSOCIATION,


 


MARKET
STREET FUNDING LLC


(successor
to Market Street Funding Corporation),


 


JPMORGAN
CHASE BANK, N.A. (successor by merger to BANK ONE, NA (Main Office Chicago)),


 


FIFTH
THIRD BANK


 


and


 


JPMORGAN
CHASE BANK, N.A. (formerly known as JPMORGAN CHASE BANK), as Trustee


 






 


AMENDMENT
NO. 2 TO SERIES 2004-1 SUPPLEMENT


AMENDMENT
NO. 3 TO SERIES 2003-1 SUPPLEMENT


AMENDMENT
NO. 3 TO SECOND AMENDED AND RESTATED


SERIES
2000-2 SUPPLEMENT


 






 

















 


OMNIBUS AMENDMENT


 


This OMNIBUS AMENDMENT (this “Omnibus Amendment”)
is entered into as of March 24, 2006 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”),
and together with USSR, the “USS Companies”, Falcon Asset Securitization
Corporation, a Delaware corporation (“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
(successor to Market Street Funding Corporation) (“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 JPMorgan Chase Bank, as Trustee.


 


RECITALS


 


WHEREAS, USSR, USFS, as Servicer (the “Servicer”),
and JPMorgan Chase Bank, as Trustee (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 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, and as further
amended by the Omnibus Amendment with respect thereto, dated as of March 25,
2005 (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 and as
further amended by the Omnibus Amendment with respect thereto, dated as of
March 25, 2005 (as so amended and as further amended, supplemented, restated or
otherwise modified and in effect from time to time, the “Series 2000-2
Supplement”); and


 


WHEREAS, each of the parties hereto now desires to
amend each of 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.       Amendment to the Series
2004-1 Supplement. Immediately upon the satisfaction of each of the
conditions precedent set forth in Section 5 of this Omnibus Amendment, Section
1.1 of the Series 2004-1 Supplement is hereby amended by amending and restating
the definition of “Commitment Expiry Date” in its entirety to read as follows:


 


“Commitment Expiry Date” shall mean March 23, 2007 (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).


 


Section
3.       Amendment to the Series
2003-1 Supplement. Immediately upon the satisfaction of each of the
conditions precedent set forth in Section 5 of this Omnibus Amendment,
the Series 2003-1 Supplement is hereby amended as follows, effective as of the
date first written above:


 


(a)       Section
1.1 of the Series 2003-1 Supplement is hereby amended by amending and restating
the definition of “Commitment Expiry Date” in its entirety to read as follows:




















 


“Commitment Expiry Date” shall mean March 23, 2007 (as may be extended for an
additional period of time of up to 364 days from time to time in writing by
Initial Purchaser, the Funding Agent and the APA Banks).


 


(b)      Section
2.9(b) of the Series 2003-1 Supplement is hereby amended by amending and
restating the first sentence of such Section in its entirety to read as
follows:


 


(b)  The
Servicer shall distribute pursuant to Section 3A.6(b), from amounts on deposit
in the Series 2003-1 Collection Subaccount, to the Funding Agent, for the pro
rata account of the APA Banks in accordance with their respective Pro Rata
Shares, on each Distribution Date, a commitment fee with respect to each Accrual
Period ending on 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 2003-1 Purchaser Invested Amount during
such Accrual Period for the actual number of days in such Accrual Period.


 


Section
4.       Amendment to the Series
2000-2 Supplement. Immediately upon the satisfaction of each of the
conditions precedent set forth in Section 5 of this Omnibus Amendment, Section
1.1 of the Series 2000-2 Supplement is hereby amended by amending and restating
the definition of “Commitment Expiry Date” in its entirety to read as follows:


 


“Commitment Expiry Date” shall mean March 23, 2007 (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).


 


Section
5.       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 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
6.       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 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.


 

















 


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:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNITED STATIONERS
  FINANCIAL 

  SERVICES LLC, as Servicer under and as 

  defined in the Pooling Agreement and the 

  Supplements

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


	
   

  	
  FIFTH THIRD BANK, as Administrator and 

  Committed Purchaser under and as defined in 

  the Series 2004-1 Supplement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


	
   

  	
  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:

  	
   

  	
   

  
	
   

  	
  Name: Ronald J. Atkins

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FALCON ASSET SECURITIZATION 

  CORPORATION, as Initial Purchaser under 

  and as defined in the Series 2003-1 Supplement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Ronald J. Atkins

  
	
   

  	
  Title: Authorized Signer

  
						



 

















 


	
   

  	
  PNC BANK, NATIONAL ASSOCIATION, 

  as Administrator under and as defined in the 

  Series 2000-2 Supplement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: 

  
	
   

  	
  Title: 

  



 


 


	
   

  	
  MARKET STREET FUNDING LLC 

  (successor to Market Street Funding 

  Corporation), as Committed Purchaser under 

  and as defined in the Series 2000-2 Supplement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: 

  
	
   

  	
  Title: 

  



 

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A. (formerly 

  known as JPMORGAN CHASE BANK), not in 

  its individual capacity but solely as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: 

  
	
   

  	
  Title: