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UNITED STATIONERS SUPPLY CO.,
as Issuer
XXXXXXX BROS., INC.,
AZERTY INCORPORATED,
POSITIVE ID WHOLESALE INC.
AND
AP SUPPORT SERVICES INCORPORATED
as Guarantors
AND
THE BANK OF NEW YORK,
a New York banking corporation,
as Trustee
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SECOND SUPPLEMENTAL INDENTURE
Dated as of April 3, 1998
to
Indenture
Dated as of May 3, 1995
--------------------------------
$100,000,000
12 3/4% Senior Subordinated Notes
due 2005
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SECOND SUPPLEMENTAL INDENTURE dated as of April 3, 1998, among
UNITED STATIONERS SUPPLY CO., an Illinois corporation (the "COMPANY");
XXXXXXX BROS., INC., a Louisiana corporation, AZERTY INCORPORATED, a Delaware
corporation, POSITIVE ID WHOLESALE INC., a Delaware corporation, and AP
SUPPORT SERVICES INCORPORATED, a Delaware corporation (collectively, the
"SUBSIDIARIES"); and THE BANK OF NEW YORK, a New York banking corporation, as
Trustee (the "TRUSTEE").
WHEREAS, the Company and United Stationers Inc., a Delaware
corporation, have heretofore executed and delivered to the Trustee an
Indenture dated as of May 3, 1995, as amended by that certain First
Supplemental Indenture dated as of July 28, 1995 (as amended, the
"INDENTURE"), providing for the issuance of up to $150,000,000 aggregate
principal amount of the Company's 12 3/4% Senior Subordinated Notes due 2005
(the "SECURITIES"), of which $100,000,000 aggregate principal amount remain
outstanding as of the date hereof;
WHEREAS, the Company, the Subsidiaries and the Trustee desire by
this Second Supplemental Indenture, pursuant to and as contemplated by
Sections 901 and 1017 of the Indenture, that each of the Subsidiaries become
a Guarantor thereunder;
WHEREAS, the execution and delivery of this Second Supplemental
Indenture has been authorized by resolutions of the Boards of Directors of
the Company and the Subsidiaries;
WHEREAS, all conditions and requirements necessary to make this
Second Supplemental Indenture a valid, binding and legal instrument in
accordance with its terms have been performed and fulfilled by the parties
hereto and the execution and delivery thereof have been in all respects duly
authorized by the parties hereto.
NOW, THEREFORE, in consideration of the above premises, each party
agrees, for the benefit of the others and for the equal and ratable benefit
of the holders of the Securities, as follows:
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ARTICLE ONE
ASSUMPTION OF OBLIGATIONS AS GUARANTOR
Section 101. ASSUMPTION. Each of the Subsidiaries hereby
expressly and unconditionally assumes each and every covenant, agreement and
undertaking of a Guarantor in the Indenture as of the date of this Second
Supplemental Indenture, and also hereby expressly and unconditionally assumes
each and every covenant, agreement and undertaking of a Guarantor in each
Security outstanding on the date of this Second Supplemental Indenture.
Section 102. WAIVER. Each Subsidiary hereby expressly waives,
and agrees that it will not in any manner whatsoever claim or take the
benefit or advantage of, any rights or reimbursement, indemnity or
subrogation or any other rights against the Company or any Guarantor as a
result of any payment by such Subsidiary with respect to Guaranteed Debt.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 201. TERMS DEFINED. For all purposes of this Second
Supplemental Indenture, except as otherwise defined or unless the context
otherwise requires, terms used in capitalized form in this Second
Supplemental Indenture and defined in the Indenture have the meanings
specified in the Indenture.
Section 202. INDENTURE. Except as amended hereby, the Indenture
and the Securities are in all respects ratified and confirmed and all the
terms shall remain in full force and effect.
Section 203. GOVERNING LAW. This Second Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State
of New York applicable applied to contracts to be performed entirely within
the State of New York, without regard to principles of conflict of laws.
Section 204. SUCCESSORS. All agreements of the Company, United
and the Subsidiaries in this Second Supplemental Indenture and the Securities
shall bind their successors. All agreements of the Trustee in this Second
Supplemental Indenture shall bind its successors.
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Section 205. DUPLICATE ORIGINALS. All parties may sign any
number of copies of this Second Supplemental Indenture. Each signed copy
shall be an original, but all of them together shall represent the same
agreement.
Section 206. SEVERABILITY. In case any one or more of the
provisions in this Second Supplemental Indenture or in the Securities shall
be held invalid, illegal or unenforceable, in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions shall not in any way be affected or
impaired thereby, it being intended that all of the provisions hereof shall
be enforceable to the full extent permitted by law.
Section 207. TRUSTEE DISCLAIMER. The Trustee accepts the
amendment of the Indenture effected by this Second Supplemental Indenture and
agrees to execute the trust created by the Indenture as hereby amended, but
only upon the terms and conditions set forth in the Indenture, including the
terms and provisions defining and limiting the liabilities and
responsibilities of the Trustee, which terms and provisions shall in like
manner define and limit its liabilities and responsibilities in the
performance of the trust created by the Indenture as hereby amended, and
without limiting the generality of the foregoing, the Trustee shall not be
responsible in any manner whatsoever for or with respect to any of the
recitals or statements contained herein, all of which recitals or statements
are made solely by the Company and the Subsidiaries, or for or with respect
to (i) the validity or sufficiency of this Second Supplemental Indenture or
any of the terms or provisions hereof, (ii) the proper authorization hereof
by the Company and the Subsidiaries by corporate action or otherwise, (iii)
the due execution hereof by the Company and the Subsidiaries or (iv) the
consequences (direct or indirect and whether deliberate or inadvertent) of
any amendment herein provided for, and the Trustee makes no representation
with respect to any such matters.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the day and year first
written above.
UNITED STATIONERS SUPPLY CO., as Issuer
By:
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Title:
XXXXXXX BROS., INC., as Guarantor
By:
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Title:
AZERTY INCORPORATED, as Guarantor
By:
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Title:
POSITIVE ID WHOLESALE INC., as Guarantor
By:
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Title:
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AP SUPPORT SERVICES INCORPORATED, as Guarantor
By:
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Title:
THE BANK OF NEW YORK,
as Trustee
By:
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Title:
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