ContractCredit Agreement • April 27th, 2017 • Essendant Inc • Wholesale-paper & paper products
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 22, 2017 among ESSENDANT CO., as the Borrower ESSENDANT INC., as Holdings The Loan Guarantors Party Hereto The Lenders Party Hereto BANK OF AMERICA, N.A., PNC BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, N.A., as Co-Syndication Agents U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent and JPMORGAN CHASE BANK, N.A., as Administrative Agent ___________________________ JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, PNC CAPITAL MARKETS LLC, and WELLS FARGO BANK, N.A. as Joint Bookrunners and Joint Lead Arrangers
AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 27th, 2017 • Essendant Inc • Wholesale-paper & paper products • New York
This AMENDMENT NO. 4 TO NOTE PURCHASE AGREEMENT, dated as of February 22, 2017 (this “Amendment”), is entered into by and among Essendant Co., an Illinois corporation (formerly known as United Stationers Supply Co.; the “Company”), Essendant Inc., a Delaware corporation (formerly known as United Stationers Inc.; the “Parent”), and the holders of Notes issued by the Company that are parties hereto (the “Noteholders”).
SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 27th, 2017 • Essendant Inc • Wholesale-paper & paper products
THIS SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) is entered into as of February 22, 2017, by and among Essendant Co., an Illinois corporation (“Borrower”), Essendant Inc., a Delaware corporation (“Holdings”), the entities listed on the signature pages hereto (Borrower, Holdings and such listed entities, collectively, the “Initial Grantors”) and any additional entities which become parties to this Security Agreement by executing a Security Agreement Supplement hereto in substantially the form of Annex I hereto (such additional entities, together with the Initial Grantors, each a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A. (“JPMorgan”), in its capacity as administrative agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.
ESSENDANT INC. Performance Based Restricted Stock Units Award Agreement for Section 16 OfficersRestricted Stock Units Award Agreement • April 27th, 2017 • Essendant Inc • Wholesale-paper & paper products • Delaware
This Restricted Stock Units Award Agreement (this “Agreement”), dated [[DATE]] (the “Award Date”), is by and between [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), and Essendant 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 2015 Long-Term Incentive Plan (the “Plan”).
AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 27th, 2017 • Essendant Inc • Wholesale-paper & paper products • New York
This AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT, dated as of February 9, 2016 (this “Amendment”), is entered into by and among Essendant Co., an Illinois corporation (formerly known as United Stationers Supply Co.; the “Company”), Essendant Inc., a Delaware corporation (formerly known as United Stationers Inc.; the “Parent”), and the holders of Notes issued by the Company that are parties hereto (the “Holders”). The Holders represent more than 50% in aggregate principal amount of the Notes outstanding as of the date hereof and are the “Required Holders” as defined in the Note Purchase Agreement.
ESSENDANT INC. 2015 LONG-TERM INCENTIVE PLAN 2017 Restricted Stock Award Agreement with EPS MinimumRestricted Stock Award Agreement • April 27th, 2017 • Essendant Inc • Wholesale-paper & paper products • Delaware
This Restricted Stock Award Agreement (this “Agreement”), dated as of _____, 2017 (the “Award Date”), is by and between [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), and Essendant 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 2015 Long-Term Incentive Plan (the “Plan”). In the exercise of its discretion to deliver stock of the Company, the Committee has determined that the Participant should receive a restricted stock award, on the following terms and conditions:
ESSENDANT INC. MANAGEMENT INCENTIVE PLAN Performance-Based Cash Award AgreementManagement Incentive Plan • April 27th, 2017 • Essendant Inc • Wholesale-paper & paper products • Illinois
This Award Agreement (this “Agreement”), dated [[DATE]] (the “Award Date”), is by and between [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), and Essendant 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 Management Incentive Plan (the “Plan”).
