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