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