0001193125-14-162935 Sample Contracts

SECOND AMENDMENT TO AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT
Transfer and Administration Agreement • April 28th, 2014 • United Stationers Inc • Wholesale-paper & paper products • New York

THIS SECOND AMENDMENT TO AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT, dated as of January 23, 2014 (this “Amendment”), is entered into by and among (i) United Stationers Receivables, LLC, an Illinois limited liability company (the “SPV”), (ii) United Stationers Supply Co., an Illinois corporation, as originator (the “Originator”), (iii) United Stationers Financial Services LLC, an Illinois limited liability company, as seller (the “Seller”) and as Servicer, PNC Bank, National Association (“PNC Bank”), a national banking association, as agent (the “Agent”), as a Class Agent and as an Alternate Investor, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (“BTMU”), a Japanese banking corporation acting through its New York Branch, as a Class Agent and an Alternate Investor.

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UNITED STATIONERS INC. Performance Based Restricted Stock Unit Award Agreement
Performance Based Restricted Stock Unit Award Agreement • April 28th, 2014 • United Stationers Inc • Wholesale-paper & paper products • Delaware

This Restricted Stock Unit Award Agreement (this “Agreement”), dated March 15, 2014, (the “Award Date”), is by and between [[FIRSTNAME]] [[LASTNAME]] (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”).

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