Exhibit 10.3


AMENDMENT NO. 1


to


PLEDGE AND SECURITY AGREEMENT


THIS AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT
(the “Amendment”) is made as of July 5 , 2007 (the “Effective Date”),
by and among UNITED STATIONERS SUPPLY CO. (the “Borrower”), UNITED STATIONERS
INC., as a credit party (the “Parent”), and the other Subsidiaries of
the Parent listed on the signature page thereto (together with the Borrower and
the Parent, collectively, the “Grantors”), and JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION (successor by merger to Bank One, NA (Illinois)), a
national banking association, in its capacity as agent (the “Agent”) for
the lenders party to the Credit Agreement referred to below.  Defined terms used herein and not otherwise
defined herein shall have the meanings given to them in the Credit Agreement.


WITNESSETH


WHEREAS, the Borrower, the Parent, the Lenders and the
Agent are amending and restating that certain Amended and Restated Five-Year
Revolving Credit Agreement dated as of October 12, 2005 by that certain Second
Amended and Restated Five-Year Revolving Credit Agreement dated as of July 5,
2007 (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”);


WHEREAS, the Borrower, the Parent, the other Grantors
and the Agent are party to that certain Pledge and Security Agreement dated as
of March 21, 2003 (as amended, restated, supplemented or otherwise modified
from time to time, the “Security Agreement”);


WHEREAS, it is a condition precedent to the
effectiveness of the Credit Agreement that the Borrower, the Parent, and the
other Grantors amend the Security Agreement on the terms and conditions set
forth herein;


NOW, THEREFORE, in consideration of the premises set
forth above, the terms and conditions contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto have agreed to the following amendments to the
Security Agreement:


1.                                       Amendments
to the Security  Agreement.  Effective as of the Effective Date and
subject to the satisfaction of the conditions precedent set forth in Section
2 below, the Security Agreement is hereby amended as follows:


1.1.                              The
second paragraph in Article II of the Security Agreement is hereby
amended and restated as follows:


Notwithstanding
the foregoing, the Collateral shall not include (i) (a) any Accounts, General
Intangibles, Chattel Paper, Instruments, Documents or Investment Property which
constitute Receivables subject to any Receivables Purchase Facility permitted
under the Credit Agreement, and (b) any Deposit Accounts maintained in 













accordance with the requirements of the
applicable Receivables Purchase Facility into which collections and other
amounts related to those items described in clause (i)(a) are deposited
(collectively, the “Securitization Collateral”), (ii) any Property to the
extent that such grant of a security interest is prohibited by any applicable
law or governmental authority, requires a consent not obtained of any
governmental authority pursuant to any applicable law or is prohibited by, or
constitutes a breach or default under or results in the termination of or
requires any consent not obtained under, any contract, license, agreement,
instrument or other document evidencing or giving rise to such property or, in
the case of any investment property, any applicable shareholder or similar
agreement, except to the extent that such applicable law or the term in such
contract, license, agreement, instrument or other document or shareholder or similar
agreement providing for such prohibition, breach, default or termination or
requiring such consent is ineffective under applicable law, (iii) with respect
to any shares of stock or other ownership interests in any first-tier Foreign
Subsidiary, the excess over 65% of all of the voting shares of stock or equity
interests in such Foreign Subsidiary, (iv) any stock or other ownership
interests of any Subsidiary of any first-tier Foreign Subsidiary and (v) any
shares of the Parent’s capital stock that have been repurchased by the Parent
and held in treasury.  The Agent’s
security interest in any item constituting Securitization Collateral shall be
released upon the sale, contribution or transfer thereof under the terms of the
applicable Receivables Purchase Facility.


2.                                       Conditions
of Effectiveness.  The effectiveness
of this Amendment is subject to the conditions precedent that:


(a)                                  the
Agent shall have received duly executed originals of this Amendment from each
of the Borrower, the Parent and each other Grantor;


(b)                                 the
Agent shall have received such other documents, instruments and agreements as
the Agent shall reasonably request.


3.                                       Representations
and Warranties and Reaffirmations of the Parent and the Borrower.


3.1.                              Each
of the Parent and the Borrower hereby represents and warrants that (i) this
Amendment and the Security Agreement as previously executed and as modified
hereby constitute legal, valid and binding obligations of each Credit Party
party thereto and are enforceable against each such Credit Party in accordance
with their terms (except as enforceability may be limited by bankruptcy,
insolvency, fraudulent conveyances, reorganization or similar laws relating to
or affecting the enforcement of creditors’ rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and
requirements of reasonableness, good faith and fair dealing), and (ii) no
Default or Unmatured Default has occurred and is continuing.


3.2.                              Upon
the effectiveness of this Amendment and after giving effect hereto, each of the
Parent, the Borrower and each other Grantor hereby reaffirms all covenants,
representations 



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and
warranties, in all material respects, made in the Security Agreement as
modified hereby, and agrees that all such covenants, representations and
warranties shall be deemed to have been remade as of the Effective Date, except
that any such covenant, representation, or warranty that was made as of a
specific date shall be considered reaffirmed only as of such date.


4.                                       Reference
to and Effect on the Security Agreement.


4.1.                              Upon
the effectiveness of Section 1 hereof, on and after the date hereof,
each reference in the Security Agreement (including any reference therein to “this
Security Agreement,” “hereunder,” “hereof,” “herein” or words of like import
referring thereto) or in any other Loan Document shall mean and be a reference
to the Security Agreement as modified hereby.


4.2.                              Except
as specifically modified above, the Security 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.


4.3.                              The
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Agent or the Lenders, nor
constitute a waiver of any provision of the Security Agreement or any other
documents, instruments and agreements executed and/or delivered in connection
therewith.


5.                                       GOVERNING
LAW.  THIS AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


6.                                       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.


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


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IN
WITNESS WHEREOF, this Amendment has been duly executed as of the day and year
first above written.


	
  UNITED STATIONERS INC. 

   

  By:/s/ Brian S.
  Cooper 

  Name: Brian S.
  Cooper 

  Title: Senior
  Vice President and Treasurer

  	
  UNITED STATIONERS TECHNOLOGY SERVICES LLC 

   

  By:/s/ Brian S. Cooper 

  Name: Brian S. Cooper 

  Title: Vice President and Treasurer

  
	
   

  	
   

  
	
  LAGASSE, INC. 

   

  By:/s/ Brian S.
  Cooper 

  Name: Brian S.
  Cooper 

  Title: Vice
  President and Treasurer

  	
  UNITED STATIONERS SUPPLY CO. 

   

  By:/s/ Brian S. Cooper 

  Name: Brian S. Cooper 

  Title: Senior Vice President and Treasurer

  
	
   

  	
   

  
	
  UNITED
  STATIONERS FINANCIAL SERVICES LLC

   

  By:/s/ Brian S.
  Cooper 

  Name: Brian S.
  Cooper 

  Title: Vice
  President and Treasurer

  	
   

  
	
   

  	
   

  
	
  JPMORGAN CHASE
  BANK, NATIONAL ASSOCIATION (successor by merger to Bank One, NA (Illinois)) 

   

  By: /s/ Sabir A.
  Hashmy 

  Name: Sabir A.
  Hashmy 

  Title: Vice
  President

  	
   

  



 


 



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