Exhibit
10.5


 


EXECUTION COPY


 


FOURTH AMENDMENT
TO THE


TRANSFER AND ADMINISTRATION AGREEMENT


 


THIS
FOURTH AMENDMENT TO THE TRANSFER AND ADMINISTRATION AGREEMENT, dated as of March 30,
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 amendment is made to the
Transfer Agreement:


 


(a)           Section 6.1(a)(i)(a) of the Transfer Agreement is hereby
amended and restated in its entirety as follows:


 


“(a) Within ninety (90) days after the close of
the SPV’s and the Performance Guarantor’s fiscal years, (A) unaudited
financial statements, prepared in accordance with GAAP on a consolidated basis for
the SPV and (B) audited financial statements, prepared in accordance with
GAAP on a consolidated basis for the Performance Guarantor and its
Subsidiaries, in each case, including balance sheets as of the end of such
period, related statements of operations, shareholder’s equity and cash flows; provided
that the audited financial statements for the Performance Guarantor and its Subsidiaries
shall be accompanied by an unqualified audit report certified by independent
registered public accountants of national or regional recognition, acceptable
to the Agent, prepared in accordance with GAAP and by a certificate of said
accountants that, in the course of the foregoing, they have obtained no
knowledge of any Termination Event or Potential Termination Event, or if, in
the opinion of such accountants, any Termination Event or Potential Termination
Event shall exist, stating the nature and status thereof, and”


 

















 


SECTION 2.           Effective Date.  This Amendment shall become effective as of the date (the “Effective Date”) that the Agent
shall have received counterparts hereof duly executed by each of the parties
hereto.


 


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


 


2

















 


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:

  	
   

  
						



 


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continued on next page]


 


Fourth
Amendment to TAA - United Stationers


 


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  BANK OF AMERICA, NATIONAL
  ASSOCIATION,

  as an Alternate Investor and Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ENTERPRISE FUNDING, as a Conduit Investor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


[signatures
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Fourth
Amendment to TAA - United Stationers


 


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Acknowledged
and consented to by:


 


	
   

  	
   

  	
  UNITED
  STATIONERS INC.,

  as the Performance Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


[end
of signatures]


 


Fourth
Amendment to TAA - United Stationers


 


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