0001047469-11-001401 Sample Contracts

SECOND AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT DATED AS OF JULY 5, 2007 AMONG UNITED STATIONERS SUPPLY CO., AS THE BORROWER UNITED STATIONERS INC., AS A CREDIT PARTY THE LENDERS FROM TIME TO TIME PARTIES HERETO PNC BANK, NATIONAL...
Security Agreement • February 25th, 2011 • United Stationers Inc • Wholesale-paper & paper products • New York

This Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007, is entered into by and among United Stationers Supply Co., an Illinois corporation, as the Borrower, United Stationers Inc., a Delaware corporation, as a Credit Party, the Lenders, PNC Bank, National Association and U.S. Bank National Association, as Syndication Agents, KeyBank National Association and LaSalle Bank, National Association, as Documentation Agents, and JPMorgan Chase Bank, National Association, as Agent.

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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE COMMISSION. THE OMITTED PORTIONS ARE INDICATED BY [**].
Transfer and Administration Agreement • February 25th, 2011 • United Stationers Inc • Wholesale-paper & paper products • New York

This TRANSFER AND ADMINISTRATION AGREEMENT (as amended, modified, supplemented, restated or replaced, this “Agreement”), dated as of March 3, 2009, by and among United Stationers Receivables, LLC, an Illinois limited liability company (the “SPV”), United Stationers Supply Co., an Illinois corporation (the “Originator”), United Stationers Financial Services LLC, an Illinois limited liability company (the “Seller”) and as Servicer, Enterprise Funding Company LLC, a Delaware limited liability company (“Enterprise Funding”), as a Conduit Investor, Market Street Funding LLC, a Delaware limited liability company (“Market Street”, each of Enterprise Funding and Market Street a “Conduit Investor” and, collectively, the “Conduit Investors”), Bank of America, National Association, a national banking association (“Bank of America”), as Agent, as a Class Agent and as an Alternate Investor, PNC Bank, National Association (“PNC Bank”), as a Class Agent and as an Alternate Investor, and the financial

FIRST AMENDMENT TO LEASE AGREEMENT
Lease Agreement • February 25th, 2011 • United Stationers Inc • Wholesale-paper & paper products

This First Amendment to Lease Agreement (this “Amendment”) is made as of the 1st day of May, 2008, by and between ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA, a Minnesota corporation (“Landlord”), and UNITED STATIONERS SUPPLY CO, an Illinois corporation (“Tenant”).

SIXTH AMENDMENT TO THE TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • February 25th, 2011 • United Stationers Inc • Wholesale-paper & paper products • New York

THIS SIXTH AMENDMENT TO THE TRANSFER AND ADMINISTRATION AGREEMENT, dated as of January 21, 2011 (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

2nd AMENDMENT TO LEASE AGREEMENT
Lease Agreement • February 25th, 2011 • United Stationers Inc • Wholesale-paper & paper products

This 2ND AMENDMENT TO LEASE AGREEMENT (this “2nd Amendment”) is made by and between TISHA LAND COMPANY, LLC, a California limited liability company (“Landlord”), who is the successor-in-interest to Panattoni Investments, LLC, a California limited liability company, Diepenbrock Investment Properties, a California limited liability company, and Souza Investments, LLC, a California limited liability company, and UNITED STATIONERS SUPPLY CO., an Illinois corporation (“Tenant”).

FOURTH AMENDMENT TO THE TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • February 25th, 2011 • United Stationers Inc • Wholesale-paper & paper products • New York

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 C

FIFTH AMENDMENT TO THE TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • February 25th, 2011 • United Stationers Inc • Wholesale-paper & paper products • New York

THIS FIFTH AMENDMENT TO THE TRANSFER AND ADMINISTRATION AGREEMENT, dated as of June 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 Cla

SECOND AMENDMENT TO INDUSTRIAL LEASE AGREEMENT
Industrial Lease Agreement • February 25th, 2011 • United Stationers Inc • Wholesale-paper & paper products

This Second Amendment to Industrial Lease Agreement (this “Amendment”) is made as of the day of May, 2010, by and between ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA, a Minnesota corporation (“Landlord”), and United Stationers Supply Co., an Illinois corporation (“Tenant”).

THIRD AMENDMENT TO LEASE
United Stationers Inc • February 25th, 2011 • Wholesale-paper & paper products • Illinois

THIS THIRD AMENDMENT TO LEASE (this “Amendment”) has been executed as of the 8 day August, 2008,by PRIM 810 KIMBERLY, LLC, a Delaware limited liability company (“Landlord”), and UNITED STATIONERS SUPPLY CO., an Illinois corporation (“Tenant”).

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