Exhibit 10.1


 


AMENDMENT NO. 1


 


TO


 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”), dated as of December 21, 2007, among
United Stationers Supply Co., an Illinois corporation, as the Borrower (the “Borrower”), United Stationers Inc., a Delaware corporation,
as a Credit Party, the Lenders, PNC Bank, National Association and U.S. Bank
National Association, as Syndication Agents, KeyBank National Association and
LaSalle Bank, National Association, as Documentation Agents, and JPMorgan Chase
Bank, National Association, as Agent (the “Agent”).  Defined terms used herein and not otherwise
defined herein shall have the meaning given to them in the Credit Agreement.


 


WHEREAS, the Borrower, the Lenders and the Agent have entered into that
certain Second Amended and Restated Five-Year Revolving Credit Agreement (the “Credit Agreement”) dated as of July 5, 2007 among the
Borrower, United Stationers Inc., the Lenders and the Agent;


 


WHEREAS, pursuant to Section 2.21 of the Credit Agreement, the
Borrower has requested that the Credit Agreement be amended to issue term loans
thereunder in the aggregate principal amount of $200,000,000; and


 


WHEREAS, subject to the terms and conditions hereof, the undersigned
Lenders and the Agent have agreed to the requested changes;


 


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


 


1.  Amendment to the Credit
Agreement.  Effective as of the date
first above written and subject to the execution of this Amendment by the
parties hereto and the satisfaction of the conditions precedent set forth in Section 2
below, the Credit Agreement shall be and hereby is amended as follows:


 


(a)           On the cover page and the first page of
the Credit Agreement, the title of the Credit Agreement shall be changed to the
“Second Amended and Restated Credit Agreement”.


 


(b)           Section 1.1 is hereby
amended as follows:


 


(i)  The definition
of “Advance” is hereby modified by deleting therefrom the two references
to “Revolving”.


 

















 


 


 (ii)  The definition of “Business Day”
is hereby modified by replacing the language now contained therein with the
following:


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial
banks in New York City are authorized or required by law to remain closed;
provided that, when used in connection with a Eurodollar Loan, the term
“Business Day” shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market.


 


 (iii)  The definition of “Commitment”
is hereby modified to insert “Revolving” immediately before the reference to
“Loans”.


 


(iv)  The definition
of “Commitment Schedule” is hereby modified to insert the following at
the end thereof:  “and each Lender’s Term
Loan Commitment”.


 


(v)  The definition
of “Credit Extension Date” is hereby modified to insert “of Revolving
Loans” immediately after the reference to “Advance”.


 


(vi)  The definition
of “Eurodollar Loan” is hereby modified to delete therefrom the
reference to “Revolving”.


 


(vii)  The
definition of “Floating Rate Loan” is hereby modified to delete
therefrom the reference to “Revolving”.


 


(viii)  The
definition of “Loan” is hereby modified to add at the end thereof the
following:  “or such Lender’s Term Loan
made pursuant to Sections 2.21 and 2.22.”


 


(ix)  The definition
of “Pro Rata Share” is hereby modified by replacing the language now
contained therein with the following:


 


“Pro Rata Share”
means, with respect to a Lender, a portion equal to a fraction the numerator of
which is the sum of such Lender’s Commitment plus the outstanding principal
balance of such Lender’s Term Loans at such time (in each case, as adjusted
from time to time in accordance with the provisions of this Agreement) and the
denominator of which is the sum of the Aggregate Commitment plus the
outstanding principal balance of all Term Loans at such time, or, if the
Aggregate Commitment has been terminated, a fraction the numerator of which is
the sum of such Lender’s Outstanding Credit Exposure plus the outstanding
principal balance of such Lender’s Term Loans at such time and the denominator
of which is the sum of the Aggregate Outstanding Credit Exposure plus the
outstanding principal balance of all Term Loans at such time.”


 


(x) The definition
of “Type” is hereby modified to delete therefrom the reference to “Revolving”.


 


(c)           Section 1.1 is hereby
further amended by adding the following definitions:


 


“Revolving Percentage”
means, with respect to a Lender, a portion equal to a fraction the numerator of
which is such Lender’s Commitment at such time (in each case, as 


 


 


2

















 


 


adjusted from time to
time in accordance with the provisions of this Agreement) and the denominator
of which is the Aggregate Commitment at such time, or, if the Aggregate
Commitment has been terminated, a fraction the numerator of which is such
Lender’s Outstanding Credit Exposure at such time and the denominator of which
is the sum of the Aggregate Outstanding Credit Exposure at such time.


 


“Term Loan Commitment”
shall mean the commitment of each Lender to make Term Loans as set forth on the
Commitment Schedule.


 


“Term Loan Effective
Date” shall mean the date as of which the conditions precedent to the
issuance of the Term Loans as provided in Section 2.21 have been
satisfied.


 


“Term Loan Maturity
Date” shall mean the earlier of (a) July 5, 2012 and (b) the
date of acceleration of the Term Loans pursuant to Section 8.1 hereof.


 


(d)           Sections 2.1.2, 2.4.4, 2.5.1, 2.20.2,
2.20.4, 2.20.5, 2.20.6 and 2.20.10 are hereby amended to delete the references
to “Pro Rata Share” and replace them with references to “Revolving Percentage.”


 


 (e)          Section 2.3(a) is
hereby amended by (i) inserting a reference to “of Revolving Loans”
immediately after the reference to “Advance” and (ii) inserting the
following sentence at the end “Each Advance of Term Loans hereunder shall
consist of Term Loans made from the several Lenders ratably in proportion to
their respective Term Loan Commitments.”


 


(f)            Section 2.6 is hereby
amended by inserting a reference to “of Revolving Loans” immediately after the
reference to “Floating Rate Advance”.


 


(g)           Section 2.8 is hereby
amended to delete the reference to “Revolving” immediately prior to the initial
reference to “Loans”.


 


(h)           Section 2.13 is hereby
amended to delete each reference to “Revolving”.


 


(i)            Section 2.17 is hereby
amended to delete each reference to “Revolving”.


 


(j)            Section 2.18 is hereby
amended to delete each reference to “Revolving”.


 


(k)           Section 2.19 is hereby
amended to delete the references to “Pro Rata Share” and replace them with
references to “pro rata share”, and is further amended to insert “and the Term
Loans” immediately after each reference to “Outstanding Credit Exposure” and is
further amended to delete the reference to “Revolving”.


 


(l)            A new Section 2.22
is hereby added as follows:


 


“Section 2.22.  Term
Loans.  Each Lender agrees to make a
Term Loan to the Borrower on the Term Loan Effective Date in an amount equal to
such Lender’s Term Loan Commitment by making immediately available funds
available to the Agent not later than the time specified by the Agent.  Amounts prepaid or repaid in respect of Term
Loans may not be 


 


 


3

















 


 


reborrowed.  The
Borrower shall repay the aggregate outstanding principal balance of the Term
Loans on the Term Loan Maturity Date.”


 


(m)          Section 3.2
is hereby amended to insert “, its Term Loans” immediately after the reference
to “Outstanding Credit Exposure”.


 


(n)           Section 3.3
is hereby amended to delete the reference to “Revolving”.


 


(o)           Section 3.6
is hereby amended to delete the reference to “Revolving”.


 


(p)           Section 6.13.7
is hereby amended to delete the reference to “$20,000,000” and to replace it
with “$40,000,000.”


 


(q)           The Commitment
Schedule to the Credit Agreement is hereby amended by deleting the Commitment Schedule
now attached to the Credit Agreement and substituting therefor the Commitment
Schedule attached to this Amendment.


 


(r)            The Pricing
Schedule to the Credit Agreement is hereby amended by adding at the end of the
first sentence in the last paragraph the following:  “except that, beginning on the Term Loan
Effective Date, the Applicable Margin for Term Loans shall be based on Level V
Status until the receipt of Financials for the fiscal year ending December 31,
2007”.


 


(s)           Schedule 6.13 to the
Credit Agreement is hereby amended to delete Item 3 on Part A thereof and
to delete Part B thereof.


 


2.             Conditions of
Effectiveness.  This Amendment shall
become effective and be deemed effective as of the date hereof, if, and only
if, the Agent shall have received each of the following:


 


(a)           duly executed originals of this
Amendment from the Borrower, the Required Lenders parties to the Credit
Agreement prior to giving effect to this Amendment, each of the Lenders with a
Term Loan Commitment and the Agent;


 


(b)           the Agent shall have received duly
executed originals of a Reaffirmation in the form of Attachment A attached
hereto from each of the Credit Parties identified thereon; and


 


(c)           such other documents, instruments and
agreements as the Agent may reasonably request.


 


3.             Representations
and Warranties of the Borrower.  The
Borrower hereby represents and warrants as follows:


 


(a)  This Amendment and the Credit Agreement as previously
executed and as amended hereby, constitute legal, valid and binding obligations
of the Borrower and are enforceable against the Borrower in accordance with
their terms.


 


 


4

















 


 


(b)  Upon the effectiveness of this Amendment, the Borrower hereby
reaffirms all covenants, representations and warranties made in the Credit
Agreement, to the extent the same are not amended hereby, and agrees that all
such covenants, representations and warranties (as so modified) shall be deemed
to have been remade as of the effective date of this Amendment; provided that
to the extent any such representation or warranty is stated in the Credit
Agreement to relate solely to an earlier date, the Borrower affirms solely that
such representation or warranty was true and correct in all material respects
on and as of such earlier date.


 


4.             Reference to the Effect on the Credit Agreement.


 


(a)  Upon the effectiveness of Section 1 hereof, on
and after the date hereof, each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean
and be a reference to the Credit Agreement, as amended hereby.


 


(b)  Except as specifically amended above, the Credit Agreement
and all other documents, instruments and agreements executed and/or delivered
in connection therewith shall remain in full force and effect, and are hereby
ratified and confirmed.


 


(c)  The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Agent or any of the Banks, nor constitute a
waiver of any provision of the Credit Agreement or any other documents,
instruments and agreements executed and/or delivered in connection therewith.


 


5.             Costs and
Expenses.  The Borrower agrees to pay
all reasonable out-of-pocket costs, fees and out-of-pocket expenses (including
attorneys’ fees and expenses charged to the Agent) incurred by the Agent in
connection with the preparation, execution and enforcement of this Amendment.


 


6.             Governing
Law.  This Amendment shall be governed
by and construed in accordance with the internal laws (as opposed to the
conflict of law provisions) of the State of New York.


 


7.             Headings.  Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.


 


8.             Counterparts.  This Amendment may be executed by one or more
of the parties to the Amendment on any number of separate counterparts and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.


 


 


 


5
















IN WITNESS WHEREOF, this
Amendment has been duly executed and delivered on the date first above written.


 


 


	
   

  	
  UNITED STATIONERS
  SUPPLY CO.,

  
	
   

  	
  as the Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Victoria J. Reich

  
	
   

  	
  Title:

  	
  Senior Vice President
  and Chief

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Information:

  
	
   

  	
   

  
	
   

  	
  One Parkway N. Blvd.,
  Suite 100

  
	
   

  	
  Deerfield, Illinois
  60015-2559

  
	
   

  	
  Attn: General Counsel

  
	
   

  	
  Telephone: (847)
  627-7000

  
	
   

  	
  Facsimile: (847)
  627-7087

  
	
   

  	
   

  
	
   

  	
  With a copy to:

  
	
   

  	
   

  
	
   

  	
  One Parkway N. Blvd.,
  Suite 100

  
	
   

  	
  Deerfield, Illinois
  60015-2559

  
	
   

  	
  Attn: Chief Financial
  Officer

  
	
   

  	
  Telephone: (847)
  627-2113

  
	
   

  	
  Facsimile: (847)
  627-7113

  
	
   

  	
  and

  
	
   

  	
  Facsimile: (847)
  572-2358

  



 


 


 

















 


 


	
   

  	
  UNITED STATIONERS INC.,

  
	
   

  	
  as a Credit Party

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Victoria J. Reich

  
	
   

  	
  Title:

  	
  Senior Vice President
  and Chief

  
	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Information:

  
	
   

  	
   

  
	
   

  	
  One Parkway N. Blvd.,
  Suite 100

  
	
   

  	
  Deerfield, Illinois
  60015-2559

  
	
   

  	
  Attn: General Counsel

  
	
   

  	
  Telephone: (847)
  627-7000

  
	
   

  	
  Facsimile: (847)
  627-7087

  
	
   

  	
   

  
	
   

  	
  With a copy to:

  
	
   

  	
   

  
	
   

  	
  One Parkway N. Blvd.,
  Suite 100

  
	
   

  	
  Deerfield, Illinois
  60015-2559

  
	
   

  	
  Attn: Chief Financial
  Officer

  
	
   

  	
  Telephone: (847)
  627-2113

  
	
   

  	
  Facsimile: (847)
  627-7113

  
	
   

  	
  and

  
	
   

  	
  Facsimile: (847)
  572-2358

  



 


 


 

















 


 


	
   

  	
  JPMORGAN CHASE BANK,
  NATIONAL

  
	
   

  	
  ASSOCIATION,
  individually, as an LC Issuer, and as Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice Information:

  
	
   

  	
   

  
	
   

  	
  10 S. Dearborn St.

  
	
   

  	
  Chicago, IL 60603

  
	
   

  	
  Attn: Nathan Bloch

  
	
   

  	
  Telephone: (312)
  325-3094

  
	
   

  	
  Facsimile: (312)
  325-3077

  



 


 


 

















 


 


	
   

  	
  PNC BANK, NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


 

















 


 


	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


 

















 


 


	
   

  	
  KEYBANK NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


 

















 


 


	
   

  	
  LASALLE BANK, NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


 

















 


 


	
   

  	
  RBS CITIZENS, N.A., as
  Lender and as LC Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


 

















 


 




	
   

  	
  FIFTH THIRD BANK
  (CHICAGO), A MICHIGAN BANKING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  






 


 


 

















 


 


	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: 

  



 


 


 






 












 


	
   

  	
  UNION
  BANK OF CALIFORNIA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


 

















 


 


	
   

  	
  ASSOCIATED
  BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Daniel
  Holzhauer

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


 


 

















 


 


	
   

  	
  CAPITAL
  ONE, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


 

















 


 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Edmund
  Lester

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  



 


 


 


 

















 


	
   

  	
  CHARTER
  ONE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


 

















 


 


	
   

  	
  THE
  NORTHERN TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


 

















 


 


	
   

  	
  HSBC
  BANK, USA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


 

















 


 


	
   

  	
  TD
  BANKNORTH, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


 

















 


 


	
   

  	
  FIRST
  HAWAIIAN BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


 






 












ATTACHMENT
A


 


REAFFIRMATION


 


Each of the undersigned hereby acknowledges receipt of a copy of
Amendment No. 1 to the Second Amended and Restated Five-Year Revolving
Credit Agreement dated as of July 5, 2007 by and among UNITED STATIONERS
SUPPLY CO. (the “Borrower”), UNITED STATIONERS INC., as a credit party
(the “Parent”), the financial institutions from time to time parties
thereto (the “Lenders”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
in its capacity as administrative agent (the “Agent”) (as the same may
be amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), which Amendment No. 1 is dated as of December 21,
2007 (the “Amendment”). 
Capitalized terms used in this Reaffirmation and not defined herein shall
have the meanings given to them in the Credit Agreement.  The undersigned acknowledge and agree that
nothing in the Credit Agreement, the Amendment or any other Loan Document shall
be deemed to require the Agent or any Lender to consent to any future amendment
or other modification to the Credit Agreement or any Loan Document.  Each of the undersigned reaffirms the terms
and conditions of the Guaranty, the Security Agreement, the Intellectual
Property Security Agreements and any other Loan Document executed by it and
acknowledges and agrees that such agreement and each and every such Loan
Document executed by the undersigned in connection with the Credit Agreement
remains in full force and effect and is hereby reaffirmed, ratified and
confirmed.  All references to the Credit
Agreement contained in the above-referenced documents shall be a reference to
the Credit Agreement as so modified by the Amendment and as the same may from
time to time hereafter be amended, modified or restated.


 


Dated:  December 21, 2007


 


	
  LAGASSE, INC. 

  	
   

  	
  UNITED STATIONERS FINANCIAL

  
	
   

  	
   

  	
  SERVICES LLC

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  UNITED STATIONERS SUPPLY CO.   

  	
   

  	
  UNITED STATIONERS TECHNOLOGY

  
	
   

  	
   

  	
  SERVICES LLC

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  By:

  	
   

  
	
  Title:

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: