0001047469-10-001403 Sample Contracts

FIRST AMENDMENT TO THE TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • February 25th, 2010 • United Stationers Inc • Wholesale-paper & paper products • New York

THIS FIRST AMENDMENT TO THE TRANSFER AND ADMINISTRATION AGREEMENT, dated as of May 14, 2009 (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”), (v) MARKET STREET FUNDING LLC, as a conduit investor (“Market Street”), (vi) BANK OF AMERICA, NATIONAL ASSOCIATION, as an Alternate Investor (an “Alternate Investor”) and Agent (the “Agent”) and (vii) PNC BANK, NATIONAL ASSOCIATION, as an Alternate Investor (an “Alternate Investor”). 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 d

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UNITED STATIONERS INC. 2004 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT SECTION 16 OFFICERS
Restricted Stock Unit Award Agreement • February 25th, 2010 • United Stationers Inc • Wholesale-paper & paper products • Delaware

This Restricted Stock Unit Award Agreement (this “Agreement”), dated as March 4, 2008, (the “Award Date”), is by and between Stephen Schultz (the “Participant”), and United Stationers Inc., a Delaware corporation (the “Company”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Company’s 2004 Long-Term Incentive Plan (the “Plan”).

TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • February 25th, 2010 • United Stationers Inc • Wholesale-paper & paper products • New York

THIS THIRD AMENDMENT TO THE TRANSFER AND ADMINISTRATION AGREEMENT, dated as of January 22, 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

TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • February 25th, 2010 • United Stationers Inc • Wholesale-paper & paper products • New York

THIS SECOND AMENDMENT TO THE TRANSFER AND ADMINISTRATION AGREEMENT, dated as of November 20, 2009 (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”), (v) MARKET STREET FUNDING LLC, as a conduit investor (“Market Street”), (vi) BANK OF AMERICA, NATIONAL ASSOCIATION, as an Alternate Investor (an “Alternate Investor”) and Agent (the “Agent”) and (vii) PNC BANK, NATIONAL ASSOCIATION (“PNC Bank”), as an Alternate Investor (an “Alternate Investor”). 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 mod

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