Exhibit 10.1
AMENDMENT NO. 1
to
AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT
AGREEMENT (the "Amendment") is made as of November 10, 2006 (the "Effective
Date"), by and among UNITED STATIONERS SUPPLY CO. (the "Borrower"), UNITED
STATIONERS INC., as a credit party (the "Parent"), the financial institutions
listed on the signature pages hereof (the "Lenders") and JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION (successor by merger to Bank One, NA (Illinois)), in its
capacity as administrative agent (the "Agent") under that certain Amended and
Restated Five-Year Revolving Credit Agreement dated as of October 12, 2005 by
and among the Borrower, the Parent, the financial institutions party thereto and
the Agent (as amended, supplemented or otherwise modified as of the date hereof,
the "Credit Agreement").
Defined terms used herein and not otherwise defined
herein shall have the meaning given to them in the Credit Agreement.
WITNESSETH
WHEREAS, the Borrower, the Parent, the Lenders and the Agent are parties to the
Credit Agreement; and
WHEREAS, pursuant to Section 2.21 of the Credit Agreement, the Borrower has
requested that the Aggregate Commitment be increased from $275,000,000 to
$325,000,000;
WHEREAS, the Borrower, the Agent, each Increasing Lender (as defined below) and
any New Lender (as defined below) have agreed to amend the Credit Agreement to
increase the Aggregate Commitment to $325,000,000 (the "Commitment Increase"),
and in connection therewith each Increasing Lender and each New Lender has
agreed to extend a Commitment in the amount set forth on Annex I hereto, in each
case, on the terms and conditions set forth herein;
WHEREAS, immediately after giving effect to the Commitment Increase, the
Borrower has requested that the Lenders amend the Credit Agreement on the terms
and conditions set forth herein;
WHEREAS, the Borrower, the Agent and the Required Lenders (after giving effect
to the Commitment Increase) have agreed to amend the Credit 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 Credit Agreement:
1.
INCREASE OF AGGREGATE COMMITMENT.
EFFECTIVE AS OF THE EFFECTIVE DATE AND SUBJECT TO THE SATISFACTION OF THE
CONDITIONS PRECEDENT SET FORTH IN SECTION 3 BELOW:
1.1.
THE COMMITMENTS OF THE LENDERS ELECTING TO
INCREASE THEIR RESPECTIVE COMMITMENTS IN ACCORDANCE WITH SECTION 2.21 OF THE
CREDIT AGREEMENT (EACH, AN "INCREASING LENDER") ARE AMENDED AS SET FORTH ON
ANNEX I HERETO.
ANY NEW LENDER SIGNATORY HERETO WHICH WAS NOT PARTY TO THE
CREDIT AGREEMENT PRIOR TO THE DATE HEREOF (EACH, A "NEW LENDER") SHALL BE DEEMED
TO BE A LENDER FOR ALL PURPOSES UNDER THE CREDIT AGREEMENT AND EACH SUCH NEW
LENDER'S COMMITMENT IS SET FORTH ON ANNEX I HERETO.
1.2.
EACH INCREASING LENDER AND NEW LENDER SHALL
MAKE AVAILABLE TO THE AGENT SUCH AMOUNTS IN IMMEDIATELY AVAILABLE FUNDS AS THE