MASTER NOTE PURCHASE AGREEMENTMaster Note Purchase Agreement • November 7th, 2007 • United Stationers Inc • Wholesale-paper & paper products • New York
UNITED STATIONERS INC., a Delaware corporation (the “Parent”), and UNITED STATIONERS SUPPLY CO., an Illinois corporation and a Subsidiary of the Parent (the “Company”), agree with you as follows:
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 7th, 2007 • United Stationers Inc • Wholesale-paper & paper products • New York
This INTERCREDITOR AGREEMENT, dated as of October 15, 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), is entered into by and among JPMorgan Chase Bank, N.A. (“JPMCB”), in its capacity as agent (the “Agent”) for the “Lenders” under the Bank Credit Agreement (as defined below) (such Lenders, the “Banks”), the holders of the Notes (as defined below) listed on Annex II attached hereto and any subsequent holder of Notes (the “Noteholders”; the Banks, the Noteholders and the Agent, and any other holder of Eligible Additional Senior Secured Indebtedness (as defined below) that enters into a joinder to this Agreement between such holder and the Collateral Agent (the “Additional Holders”), together with their respective successors and assigns, are herein sometimes collectively called the “Lenders” and individually called a “Lender”), and JPMCB, in its capacity as contractual representative for the Lenders hereunder (the “Collat
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 7th, 2007 • United Stationers Inc • Wholesale-paper & paper products • New York
THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”) is entered into as of October 15, 2007 by and among United Stationers Supply Co., an Illinois corporation (the “Borrower”), United Stationers Inc., a Delaware corporation (the “Parent”), and the other Subsidiaries of the Parent listed on the signature page hereto (together with the Borrower and the Parent, collectively, the “Initial Grantors,” and together with any additional Domestic Subsidiaries, whether now existing or hereafter formed which become parties to this Security Agreement by executing a Supplement hereto in substantially the form of Annex I, the “Grantors”), and JPMorgan Chase Bank, N.A., in its capacity as collateral agent (the “Collateral Agent”) for the Secured Parties.
UNITED STATIONERS INC. 2004 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT SECTION 16 OFFICERSRestricted Stock Award Agreement • November 7th, 2007 • United Stationers Inc • Wholesale-paper & paper products • Delaware
This Restricted Stock Award Agreement (this “Agreement”), dated as Effective Date Indicated in Resolution (the “Award Date”), is by and between Participant Name (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”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • November 7th, 2007 • United Stationers Inc • Wholesale-paper & paper products
THIS GUARANTY (this “Guaranty”) dated as of October 15, 2007 is made by each of the undersigned (each being a “Guarantor”), in favor of the holders from time to time of the Notes hereinafter referred to and their respective successors and assigns (collectively, the “Holders” and each individually, a “Holder”).
PARENT GUARANTYParent Guaranty • November 7th, 2007 • United Stationers Inc • Wholesale-paper & paper products
THIS GUARANTY (this “Guaranty”) dated as of October 15, 2007 is made by UNITED STATIONERS INC., a Delaware corporation (the “Guarantor”), in favor of the holders from time to time of the Notes hereinafter referred to, including each purchaser named in the Master Note Purchase Agreement hereinafter referred to, and their respective successors and assigns (collectively, the “Holders” and each individually, a “Holder”).
