UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

or

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-10653

UNITED STATIONERS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		36-3141189
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

One Parkway North Boulevard
Suite 100
Deerfield, Illinois 60015-2559
(847) 627-7000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s
Principal Executive Offices)

Indicate by check mark whether registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 and Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

On July 30, 2010, the registrant had outstanding 23,371,100 shares of common stock, par value $0.10 per share.

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UNITED STATIONERS INC.
FORM 10-Q
For the Quarterly Period Ended June 30, 2010

TABLE OF CONTENTS

		Page No.
PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009		3

Condensed Consolidated Statements of Income for the Three Months and Six Months Ended June 30, 2010 and 2009		4

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2010 and 2009		5

Notes to Condensed Consolidated Financial Statements		6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20

Item 3. Quantitative and Qualitative Disclosures About Market Risk		29

Item 4. Controls and Procedures		29

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.		29

Item 1A. Risk Factors		29

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		30

Item 6. Exhibits		30

SIGNATURES		32

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UNITED STATIONERS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	(Unaudited)
	As of June 30, 2010			As of December 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	13,393		$	18,555
Accounts receivable and retained interest in receivables sold, less allowance for doubtful accounts of $32,187 in 2010 and $35,216 in 2009	642,607			641,317
Inventories	639,192			590,854
Other current assets	28,347			33,026
Total current assets	1,323,539			1,283,752

Property, plant and equipment, at cost	431,761			422,334
Less - accumulated depreciation and amortization	302,557			287,302
Net property, plant and equipment	129,204			135,032

Intangible assets, net	64,003			62,932
Goodwill	328,445			314,429
Other	16,097			12,371
Total assets	$	1,861,288		$	1,808,516

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	443,857		$	390,883
Accrued liabilities	164,921			171,366
Total current liabilities	608,778			562,249

Deferred income taxes	199			4,052
Long-term debt	453,400			441,800
Other long-term liabilities	88,319			93,702
Total liabilities	1,150,696			1,101,803

Stockholders’ equity:
Common stock, $0.10 par value; authorized - 100,000,000 shares, issued - 37,217,814 shares in 2010 and 2009	3,722			3,722
Additional paid-in capital	398,178			387,131
Treasury stock, at cost —13,850,940 and 13,237,495 shares at June 30, 2010 and December 31, 2009, respectively	(750,106		)	(700,294		)
Retained earnings	1,103,301			1,058,074
Accumulated other comprehensive loss	(44,503		)	(41,920		)
Total stockholders’ equity	710,592			706,713
Total liabilities and stockholders’ equity	$	1,861,288		$	1,808,516

See notes to condensed consolidated financial statements.

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UNITED STATIONERS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)
(Unaudited)

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2010		2009		2010		2009

Net sales	$	1,220,759	$	1,159,195	$	2,375,068	$	2,280,502
Cost of goods sold	1,041,520		995,782		2,028,963		1,952,753

Gross profit	179,239		163,413		346,105		327,749

Operating expenses:
Warehousing, marketing and administrative expenses	128,918		122,173		259,986		257,625

Operating income	50,321		41,240		86,119		70,124

Interest expense, net	6,436		6,949		12,665		14,129

Other expense, net	—		—		—		204

Income before income taxes	43,885		34,291		73,454		55,791

Income tax expense	16,883		13,133		28,227		21,112

Net income	$	27,002	$	21,158	$	45,227	$	34,679

Net income per share - basic:
Net income per share - basic	$	1.12	$	0.91	$	1.88	$	1.49
Average number of common shares outstanding - basic	24,021		23,324		24,068		23,320

Net income per share - diluted:
Net income per share - diluted	$	1.10	$	0.88	$	1.83	$	1.45
Average number of common shares outstanding - diluted	24,636		23,952		24,723		23,839

See notes to condensed consolidated financial statements.

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UNITED STATIONERS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)
(Unaudited)

	For the Six Months Ended
	June 30,
	2010			2009

Cash Flows From Operating Activities:
Net income	$	45,227		$	34,679
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	18,441			20,813
Share-based compensation	6,811			5,861
Loss on the disposition of property, plant and equipment	4			25
Amortization of capitalized financing costs	366			462
Excess tax benefits related to share-based compensation	(3,480		)	(57		)
Deferred income taxes	(2,827		)	(7,429		)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable and retained interest in receivables sold, net	(815		)	14,566
(Increase) decrease in inventory	(47,528		)	161,671
Decrease in other assets	5,450			9,840
Increase in accounts payable	104,284			44,157
Decrease in checks in-transit	(51,872		)	(11,113		)
Decrease in accrued liabilities	(7,561		)	(30,712		)
(Decrease) increase in other liabilities	(11,792		)	189
Net cash provided by operating activities	54,708			242,952

Cash Flows From Investing Activities:
Capital expenditures	(10,684		)	(4,756		)
Acquisitions and investments, net of cash acquired	(15,527		)	—
Proceeds from the disposition of property, plant and equipment	38			95
Net cash used in investing activities	(26,173		)	(4,661		)

Cash Flows From Financing Activities:
Borrowings (repayments) under Revolving Credit Facility	11,600			(191,300		)
Net proceeds from share-based compensation arrangements	25,941			315
Acquisition of treasury stock, at cost	(74,675		)	—
Excess tax benefits related to share-based compensation	3,480			57
Payment of debt issuance costs	(39		)	(51		)
Net cash used in financing activities	(33,693		)	(190,979		)

Effect of exchange rate changes on cash and cash equivalents	(4		)	4
Net change in cash and cash equivalents	(5,162		)	47,316
Cash and cash equivalents, beginning of period	18,555			10,662
Cash and cash equivalents, end of period	$	13,393		$	57,978

Other Cash Flow Information:
Income tax payments, net	$	31,411		$	15,404
Interest paid	12,837			14,251
Loss on the sale of accounts receivable	—			652

See notes to condensed consolidated financial statements.

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UNITED STATIONERS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

The accompanying Condensed Consolidated Financial Statements represent United Stationers Inc. (“USI”) with its wholly owned subsidiary United Stationers Supply Co. (“USSC”), and USSC’s subsidiaries (collectively, “United” or the “Company”). The Company is a leading wholesale distributor of business products, with net sales for the trailing 12 months of $4.8 billion. The Company operates in a single reportable segment as a national wholesale distributor of business products. The Company offers more than 100,000 items from over 1,000 manufacturers. These items include a broad spectrum of technology products, traditional business products, office furniture, janitorial and breakroom supplies, and industrial supplies. In addition, the Company also offers private brand products. The Company primarily serves commercial and contract office products dealers, janitorial/breakroom product distributors, computer product resellers, furniture dealers and industrial product distributors. The Company sells its products through a national distribution network of 64 distribution centers to approximately 25,000 resellers, who in turn sell directly to end-consumers.

The accompanying Condensed Consolidated Financial Statements are unaudited, except for the Condensed Consolidated Balance Sheet as of December 31, 2009, which was derived from the December 31, 2009 audited financial statements. The Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements, prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted pursuant to such rules and regulations. Accordingly, the reader of this Quarterly Report on Form 10-Q should refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 for further information.

In the opinion of the management of the Company, the Condensed Consolidated Financial Statements for the periods presented include all adjustments necessary to fairly present the Company’s results for such periods. Certain interim estimates of a normal, recurring nature are recognized throughout the year, relating to accounts receivable, supplier allowances, inventory, customer rebates, price changes and product mix. The Company evaluates these estimates periodically and makes adjustments where facts and circumstances dictate.

Acquisition and Investments

During the first quarter of 2010, the Company completed the acquisition of all of the capital stock of MBS Dev, Inc. (“MBS Dev”), a software solutions provider to business products resellers, which allows the Company to accelerate e-business development and enable customers and suppliers to leverage the internet. The purchase price included $12 million plus $3 million in deferred payments and an additional potential $3 million earn-out based upon the achievement of certain financial goals. The $3 million in deferred payments are to be paid to the former owners over the course of the next four years, the timing of which is based upon the achievement of certain financial goals. As a result of the acquisition, the Company recorded $14.0 million of goodwill, $3.7 million in intangible assets, and $4.1 million of liabilities, at fair value, to be paid for the deferred payments and the earn-out. Net of cash held by MBS Dev at closing, the initial cash outlay was $10.5 million.

During the second quarter of 2010, the Company invested $5 million to acquire a minority interest in the capital stock of a managed print services and technology solution business.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The Condensed Consolidated Financial Statements include the accounts of the Company. All intercompany accounts and transactions have been eliminated in consolidation. For all acquisitions, account balances and results of operations are included in the Condensed Consolidated Financial Statements as of the date acquired.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results could differ from these estimates.

Various assumptions and other factors underlie the determination of significant accounting estimates. The process of determining significant estimates is fact specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and in some cases, actuarial techniques. The Company periodically reevaluates these significant factors and makes adjustments where facts and circumstances dictate. Historically, actual results have not significantly deviated from estimates.

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Supplier Allowances

Supplier allowances (fixed or variable) are common practice in the business products industry and have a significant impact on the Company’s overall gross margin. Gross margin is determined by, among other items, file margin (determined by reference to invoiced price), as reduced by customer discounts and rebates as discussed below, and increased by supplier allowances and promotional incentives. Receivables related to supplier allowances totaled $67.8 million and $78.2 million as of June 30, 2010 and December 31, 2009, respectively. These receivables are included in “Accounts receivable” in the Condensed Consolidated Balance Sheets.

In the second quarter of 2010, approximately 16% of the Company’s estimated annual supplier allowances and incentives were fixed, based on supplier participation in various Company advertising and marketing publications. Fixed allowances and incentives are taken to income through lower cost of goods sold as inventory is sold.

The remaining 84% of the Company’s annual supplier allowances and incentives in the second quarter of 2010 were variable, based on the volume and mix of the Company’s product purchases from suppliers. These variable allowances are recorded based on the Company’s annual inventory purchase volumes and product mix and are included in the Company’s financial statements as a reduction to cost of goods sold, thereby reflecting the net inventory purchase cost. Supplier allowances and incentives attributable to unsold inventory are carried as a component of net inventory cost. The potential amount of variable supplier allowances often differs based on purchase volumes by supplier and product category. As a result, changes in the Company’s sales volume (which can increase or reduce inventory purchase requirements) and changes in product sales mix (especially because higher-margin products often benefit from higher supplier allowance rates) can create fluctuations in variable supplier allowances.

Customer Rebates

Customer rebates and discounts are common practice in the business products industry and have a significant impact on the Company’s overall sales and gross margin. Such rebates are reported in the Condensed Consolidated Financial Statements as a reduction of sales. Customer rebates of $43.6 million and $59.5 million as of June 30, 2010 and December 31, 2009, respectively, are included as a component of “Accrued liabilities” in the Condensed Consolidated Balance Sheets.

Customer rebates include volume rebates, sales growth incentives, advertising allowances, participation in promotions and other miscellaneous discount programs. These rebates are paid to customers monthly, quarterly and/or annually. Estimates for volume rebates and growth incentives are based on estimated annual sales volume to the Company’s customers. The aggregate amount of customer rebates depends on product sales mix and customer mix changes. Reported results reflect management’s current estimate of such rebates. Changes in estimates of sales volumes, product mix, customer mix or sales patterns, or actual results that vary from such estimates, may impact future results.

Revenue Recognition

Revenue is recognized when a service is rendered or when title to the product has transferred to the customer. Management records an estimate for future product returns related to revenue recognized in the current period. This estimate is based on historical product return trends and the gross margin associated with those returns. Management also records customer rebates that are based on estimated annual sales volume to the Company’s customers. Annual rebates earned by customers include growth components, volume hurdle components, and advertising allowances.

Shipping, handling and fuel costs billed to customers are treated as revenues and recognized at the time title to the product has transferred to the customer. Freight costs for inbound and outbound shipments are included in the Company’s financial statements as a component of cost of goods sold and not netted against shipping and handling revenues. Net sales do not include sales tax charged to customers.

Valuation of Accounts Receivable

The Company makes judgments as to the collectability of accounts receivable based on historical trends and future expectations. Management estimates an allowance for doubtful accounts, which addresses the collectability of trade accounts receivable. This allowance adjusts gross trade accounts receivable downward to its estimated collectible or net realizable value. To determine the allowance for doubtful accounts, management reviews specific customer risks and the Company’s accounts receivable aging. Uncollectible receivable balances are written off against the allowance for doubtful accounts when it is determined that the receivable balance is uncollectible.

Insured Loss Liability Estimates

The Company is primarily responsible for retained liabilities related to workers’ compensation, vehicle, property and general liability and certain employee health benefits. The Company records expense for paid and open claims and an expense for claims incurred but not reported based on historical trends and certain assumptions about future events. The Company has an annual per-person maximum cap, provided by a third-party insurance company, on certain employee medical benefits. In addition, the Company has both a per-occurrence maximum loss and an annual aggregate maximum cap on workers’ compensation claims.

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L eases

The Company leases real estate and personal property under operating leases. Certain operating leases include incentives from landlords including landlord “build-out” allowances, rent escalation clauses and rent holidays or periods in which rent is not payable for a certain amount of time. The Company accounts for landlord “build-out” allowances as deferred rent at the time of possession and amortizes this deferred rent on a straight-line basis over the term of the lease.

The Company also recognizes leasehold improvements and amortizes these improvements over the shorter of (1) the term of the lease or (2) the expected life of the respective improvements. The Company accounts for rent escalation and rent holidays as deferred rent at the time of possession and amortizes this deferred rent on a straight-line basis over the term of the lease. As of June 30, 2010, the Company is not a party to any capital leases.

Inventories

Inventory valued under the last-in, first-out (“LIFO”) accounting method constituted approximately 78% and 79% of total inventory as of June 30, 2010 and December 31, 2009, respectively. LIFO results in a better matching of costs and revenues. The remaining inventory is valued under the first-in, first-out (“FIFO”) accounting method. Inventory valued under the FIFO and LIFO accounting methods is recorded at the lower of cost or market. If the Company had valued its entire inventory under the lower of FIFO cost or market, inventory would have been $83.8 million and $80.9 million higher than reported as of June 30, 2010 and December 31, 2009, respectively. The change in the LIFO reserve since December 31, 2009, resulted in a $2.9 million increase in cost of goods sold.

The Company also records adjustments to inventory for shrinkage. Inventory that is obsolete, damaged, defective or slow moving is recorded at the lower of cost or market. These adjustments are determined using historical trends and are adjusted, if necessary, as new information becomes available. The Company charges certain warehousing and administrative expenses to inventory each period with $26.2 million and $25.3 million remaining in inventory as of June 30, 2010 and December 31, 2009, respectively.

Cash and Cash Equivalents

An unfunded check balance (payments in-transit) exists for the Company’s primary disbursement accounts. Under the Company’s cash management system, the Company utilizes available cash and borrowings, on an as-needed basis, to fund the clearing of checks as they are presented for payment. As of June 30, 2010 and December 31, 2009, outstanding checks totaling $36.6 million and $88.4 million, respectively, were included in “Accounts payable” in the Condensed Consolidated Balance Sheets.

All highly-liquid investments with original maturities of three months or less are considered to be short-term investments. Short-term investments consist primarily of money market funds rated AAA and are stated at cost, which approximates fair value.

	As of June 30, 2010		As of December 31, 2009
Cash	$	13,393	$	10,655
Short-term investments	—		7,900
Total cash and short-term investments	$	13,393	$	18,555

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation and amortization are determined by using the straight-line method over the estimated useful lives of the assets. The estimated useful life assigned to fixtures and equipment is from two to 10 years; the estimated useful life assigned to buildings does not exceed 40 years; leasehold improvements are amortized over the lesser of their useful lives or the term of the applicable lease. Repairs and maintenance costs are charged to expense as incurred.

Software Capitalization

The Company capitalizes internal use software development costs in accordance with accounting guidance on accounting for costs of computer software developed or obtained for internal use. Amortization is recorded on a straight-line basis over the estimated useful life of the software, generally not to exceed seven years. Capitalized software is included in “Property, plant and equipment, at cost” on the Condensed Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009. The total costs are as follows (in thousands):

	As of June 30, 2010			As of December 31, 2009
Capitalized software development costs	$	59,278		$	56,183
Write-off of capitalized software development costs	—			(271		)
Accumulated amortization	(43,280		)	(40,375		)
Net capitalized software development costs	$	15,998		$	15,537

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Derivative Financial Instruments

The Company’s risk management policies allow for the use of derivative financial instruments to prudently manage foreign currency exchange rate and interest rate exposure. The policies do not allow such derivative financial instruments to be used for speculative purposes. At this time, the Company primarily uses interest rate swaps, which are subject to the management, direction and control of our financial officers. Risk management practices, including the use of all derivative financial instruments, are presented to the Board of Directors for approval.

All derivatives are recognized on the balance sheet date at their fair value. All derivatives in a net receivable position are included in “Other assets”, and those in a net liability position are included in “Other long-term liabilities”. The interest rate swaps that the Company has entered into are classified as cash flow hedges in accordance with accounting guidance on derivative instruments as they are hedging forecasted transactions related to variability of cash flow to be paid by the Company.

Changes in the fair value of a derivative that is qualified, designated and highly effective as a cash flow hedge are recorded in accumulated other comprehensive income, net of tax, until earnings are affected by forecasted transactions related to variability of cash flow, and then are reported in current earnings.

The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives designated as cash flow hedges to specific forecasted transactions with variable cash flows.

The Company formally assesses, at both the hedge’s inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. When it is determined that a derivative is not highly effective as a hedge then hedge accounting is discontinued prospectively in accordance with accounting guidance on derivative instruments and hedging activities. At this time, this has not occurred as all cash flow hedges contain no ineffectiveness. See Note 13, “Derivative Financial Instruments” and Note 14, “Fair Value Measurements”, for further detail.

Income Taxes

The Company accounts for income taxes using the liability method in accordance with accounting guidance on income taxes. The Company estimates actual current tax expense and assesses temporary differences that exist due to differing treatments for tax and financial statement purposes. These temporary differences result in the recognition of deferred tax assets and liabilities. A provision has not been made for deferred U.S. income taxes on the undistributed earnings of the Company’s foreign subsidiaries as these earnings have historically been permanently invested. It is not practicable to determine the amount of unrecognized deferred tax liability for such unremitted foreign earnings. The Company accounts for interest and penalties related to uncertain tax positions as a component of income tax expense.

Foreign Currency Translation

The functional currency for the Company’s foreign operations is the local currency. Assets and liabilities of these operations are translated into U.S. currency at the rates of exchange at the balance sheet date. The resulting translation adjustments are included in accumulated other comprehensive loss, a separate component of stockholders’ equity. Income and expense items are translated at average monthly rates of exchange. Realized gains and losses from foreign currency transactions were not material.

New Accounting Pronouncements

In May 2009, the FASB issued ASC Topic 855 “Subsequent Events”, intended to improve disclosure of significant events that occur after the interim and/or annual financial statement date as well as to specify a time period through which management has included analysis of such subsequent events. ASC Topic 855 is effective for all interim and annual periods beginning on or after June 15, 2009. Accordingly, the Company adopted ASC Topic 855 during the second quarter of 2009. The Company has evaluated subsequent events through August 4, 2010.

In June 2009, the FASB issued ASC Topic 810 “Accounting for Transfers of Financial Assets”. ASC Topic 810 is a revision to prior guidance and will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. It eliminates the concept of a “qualifying special-purpose entity”, changes the requirements for derecognizing financial assets, and requires additional disclosures. Also, in June 2009, the FASB issued ASC Topic 810 “Amendments to FASB Interpretation No. 46 (R)” for accounting for variable interest entities (VIEs). This new guidance on VIEs is a revision to prior guidance, and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. ASC Topic 810 was effective at the start of a company’s first fiscal year beginning after November 15, 2009. The adoption of ASC Topic 810 did not have an impact on the Company’s financial position and/or its results of operations.

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In January 2010, the FASB issued ASC Topic 820 “Fair Value Measurements and Disclosures”, which updated and clarified previously issued guidance to improve disclosures about fair value measurements. These new disclosures include stating separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and the reasons for the transfers. In addition, it states that a reporting entity should present separately information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements using Level 3 inputs. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of ASC Topic 820 did not have an impact on the Company’s financial position and/or its results of operations. See Note 14, “Fair Value Measurements”, for information and related disclosures regarding the Company’s fair value measurements.

3. Share-Based Compensation

Overview

As of June 30, 2010, the Company has two active equity compensation plans under which share-based awards are issued. A description of these plans is as follows:

Amended and Restated 2004 Long-Term Incentive Plan (“ LTIP ”)

In March 2004, the Company’s Board of Directors adopted the LTIP to, among other things, attract and retain managerial talent, further align the interest of key associates to those of the Company’s stockholders and provide competitive compensation to key associates. Award vehicles include stock options, stock appreciation rights, full value awards, cash incentive awards and performance-based awards. Key associates and non-employee directors of the Company are eligible to become participants in the LTIP, except that non-employee directors may not be granted incentive stock options. The Company granted 12,104 shares of restricted stock and 103,624 restricted stock units (RSUs) under the LTIP during the first six months of 2010. The Company did not grant stock options, stock appreciation rights nor cash incentive awards under the LTIP during 2010.

Nonemployee Directors’ Deferred Stock Compensation Plan

Pursuant to the United Stationers Inc. Nonemployee Directors’ Deferred Stock Compensation Plan, non-employee directors may defer receipt of all or a portion of their retainer and meeting fees. Fees deferred are credited quarterly to each participating director in the form of stock units based on the fair market value of the Company’s common stock on the quarterly deferral date. Each stock unit account generally is distributed and settled in whole shares of the Company’s common stock on a one-for-one basis, with a cash-out of any fractional stock unit interests, after the participant ceases to serve as a Company director.

Accounting For Share-Based Compensation

The following table summarizes the share-based compensation expense (in thousands):

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009

Numerator:
Pre-tax expense	$	3,545		$	2,977		$	6,811		$	5,861
Tax effect	(1,364		)	(1,140		)	(2,617		)	(2,218		)
After tax expense	2,181			1,837			4,194			3,643

Denominator:
Denominator for basic shares -
weighted average shares	24,021			23,324			24,068			23,320

Denominator for diluted shares -
Adjusted weighted average shares and the effect of dilutive securities	24,636			23,952			24,723			23,839

Net expense per share:
Net expense per share - basic	$	0.09		$	0.08		$	0.17		$	0.16
Net expense per share - diluted	$	0.09		$	0.08		$	0.17		$	0.15

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The following tables summarize the intrinsic value of options outstanding, based on the stock prices of $54.47 and $34.88 as of June 30, 2010 and 2009, respectively, and exercisable and exercised for the applicable periods listed below (in thousands of dollars):

Intrinsic Value of Options

	Outstanding		Exercisable
As of June 30, 2010	$	14,455	$	14,438
As of June 30, 2009	2,155		2,155

Intrinsic Value of Options Exercised

	For the Three Months Ended		For the Six Months Ended
June 30, 2010	$	4,786	$	13,855
June 30, 2009	123		149

The following tables summarize the intrinsic value of restricted shares outstanding and vested for the applicable periods listed below (in thousands of dollars):

Intrinsic Value of Restricted Shares Outstanding

As of June 30, 2010		$	40,323
As of June 30, 2009		21,801

Intrinsic Value of Restricted Shares Vested

	For the Three Months Ended		For the Six Months Ended
June 30, 2010	$	416	$	3,855
June 30, 2009	3		129

As of June 30, 2010, there was $0.3 million of total unrecognized compensation cost related to non-vested stock option awards granted and $18.2 million of total unrecognized compensation cost related to non-vested restricted stock awards and RSUs granted. These costs are expected to be recognized over a weighted-average period of 1.7 years.

Accounting guidance from the FASB on share-based payments requires that cash flows resulting from the tax benefits of tax deductions in excess of the compensation cost recognized for share-based compensation (excess tax benefits) be classified as financing cash flows. For the six months ended June 30, 2010, excess tax benefits of $3.5 million, classified as financing cash inflows on the Consolidated Statement of Cash Flows, would have been classified as operating cash inflows if the Company had not adopted this guidance on share-based payments. For the six months ended June 30, 2009 this amount was not significant.

Stock Options

The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model that uses various assumptions including the expected stock price volatility, risk-free interest rate, and expected life of the option. Stock options generally vest in annual increments over three years and have a term of 10 years. Compensation costs for all stock options are recognized, net of estimated forfeitures, on a straight-line basis as a single award typically over the vesting period. The Company estimates expected volatility based on historical volatility of the price of its common stock. The Company estimates the expected term of share-based awards by using historical data relating to option exercises and employee terminations to estimate the period of time that options granted are expected to be outstanding. The interest rate for periods during the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. There were no stock options granted during the first six months of 2010 or 2009.

The following table summarizes the transactions relating to stock options under the Company’s equity compensation plans for the six months ended June 30, 2010:

Stock Options Only	Shares		Weighted Average Exercise Price		Weighted Average Exercise Contractual Life	Aggregate Intrinsic Value ($000)
Options outstanding - December 31, 2009	2,384,224		$	45.01
Granted	—		—
Exercised	(738,338	)	40.53
Canceled	(1,903	)	59.02
Options outstanding — June 30, 2010	1,643,983		$	47.00	5.3	$	14,455
Number of options exercisable	1,508,778		$	45.87	5.2	$	14,438

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Restricted Stock and Restricted Stock Units (RSUs)

During the first six months of 2010, the Company granted 12,104 shares of restricted stock and 103,624 RSUs. During the first six months of 2009, 182,781 shares of restricted stock and 206,474 RSUs were granted. The restricted stock granted in each period vests in three equal annual installments on the anniversaries of the date of the grant. The RSUs granted in 2009 vest on December 31, 2012 to the extent earned based on the cumulative economic profit performance against target economic profit goals. The RSUs granted in 2010 vest in three annual installments on the appropriate calendar year ends, to the extent earned based on annual economic profit performance against target economic profit goals. A summary of the status of the Company’s restricted stock award and RSU grants and changes during the first six months of 2010 is as follows:

Restricted Shares Only	Shares		Weighted Average Grant Date Fair Value		Weighted Average Contractual Life	Aggregate Intrinsic Value ($000)
Shares outstanding - December 31, 2009	704,810		$	36.41
Granted	115,728		59.10
Vested	(68,041	)	37.41
Canceled	(12,226	)	40.12
Outstanding — June 30, 2010	740,271		$	39.89	8.7	$	40,323

4. Goodwill and Intangible Assets

Accounting guidance from the FASB on goodwill and intangible assets requires that goodwill be tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company performs an annual impairment test on goodwill and intangible assets with indefinite lives at December 31st of each year. Based on this latest test, the Company concluded that the fair value of each of the reporting units was in excess of the carrying value as of December 31, 2009. The Company did not consider there to be any triggering event during the six-month period ended June 30, 2010 that would require an interim impairment assessment. As a result, none of the goodwill or intangible assets with indefinite lives were tested for impairment during the three- and six-month periods ended June 30, 2010.

As of June 30, 2010 and December 31, 2009, the Company’s Condensed Consolidated Balance Sheets reflect $328.4 million and $314.4 million of goodwill, and $64.0 million and $62.9 million in net intangible assets, respectively.

The net intangible assets consist primarily of customer lists and non-compete agreements purchased as part of past acquisitions. The Company has no intention to renew or extend the terms of acquired intangible assets and accordingly, did not incur any related costs during the first six months of 2010. Amortization of intangible assets totaled $1.3 million and $2.6 million for the three and six months ended June 30, 2010. Amortization of intangible assets totaled $1.3 million and $2.5 million for the three and six months ended June 30, 2009. Accumulated amortization of intangible assets as of June 30, 2010 and December 31, 2009 totaled $19.0 million and $16.4 million, respectively.

5. 2009 Severance Charge

On January 27, 2009, the Company announced a plan to eliminate staff positions through an involuntary separation plan. The severance charge included workforce reductions of 250 associates. The Company recorded a pre-tax charge of $3.4 million in the first quarter of 2009 for estimated severance pay and benefits, prorated bonuses, and outplacement costs. This charge is included in “Warehousing, marketing and administrative expenses” on the Company’s Statements of Income. Cash outlays associated with the severance charge in the three and six months ended June 30, 2009 totaled $1.0 million and $2.1 million, respectively. The Company had accrued liabilities for the severance charge of $1.3 million as of June 30, 2009 which were paid throughout the remainder of 2009. As a result, the Company had no accrued reserves for this workforce reduction as of December 31, 2009.

6. Comprehensive Income

Comprehensive income is a component of stockholders’ equity and consists of the following components (in thousands):

	For the Three Months Ended					For the Six Months Ended
	June 30,					June 30,
(dollars in thousands)	2010			2009		2010			2009
Net income	$	27,002		$	21,158	$	45,227		$	34,679
Unrealized foreign currency translation adjustment	(764		)	1,167		129			513
Unrealized (loss) gain - interest rate swaps, net of tax	(565		)	5,000		(1,877		)	5,566
Minimum pension liability adjustment, net of tax	—			—		—			7,439
Post-retirement medical plan termination, net of tax	(834		)	—		(834		)	—
Total comprehensive income	$	24,839		$	27,325	$	42,645		$	48,197

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7. Earnings Per Share

Basic earnings per share (“EPS”) are computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if dilutive securities were exercised into common stock. Stock options, non-vested restricted stock and restricted stock units are considered dilutive securities. Stock options to purchase 0.4 million shares of common stock were outstanding for each of the three- and six- month periods ended June 30, 2010, respectively, but were not included in the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of the common shares and, therefore, the effect would be antidilutive. The amount of the antidilutive options for the three- and six-month periods ended June 30, 2009 were 2.3 million shares, each. The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2010		2009		2010		2009
Numerator:
Net income	$	27,002	$	21,158	$	45,227	$	34,679

Denominator:
Denominator for basic earnings per share -
weighted average shares	24,021		23,324		24,068		23,320

Effect of dilutive securities:
Employee stock options and restricted units	615		628		655		519

Denominator for diluted earnings per share -
Adjusted weighted average shares and the effect of dilutive securities	24,636		23,952		24,723		23,839

Net income per share:
Net income per share - basic	$	1.12	$	0.91	$	1.88	$	1.49
Net income per share - diluted	$	1.10	$	0.88	$	1.83	$	1.45

Common Stock Repurchase

As of June 30, 2010, the Company had $26.2 million remaining of Board authorizations to repurchase USI common stock. During the three-month period ended June 30, 2010, the Company repurchased 1,085,747 shares of common stock at a cost of $63.0 million. During the six-month period ended June 30, 2010, the Company repurchased 1,283,821 shares of common stock at a cost of $74.7 million. There were no share repurchases in the first three or six months of 2009. Depending on market and business conditions and other factors, the Company may continue or suspend purchasing its common stock at any time without notice. Acquired shares are included in the issued shares of the Company and treasury stock, but are not included in average shares outstanding when calculating earnings per share data. During the first six months of 2010 and 2009, the Company reissued 699,398 and 186,761 shares, respectively, of treasury stock to fulfill its obligations under its equity compensation plans.

8. Off-Balance Sheet Financing

General

On March 28, 2003, USSC entered into a third-party receivables securitization program with JP Morgan Chase Bank, as trustee (the “Prior Receivables Securitization Program” or the “Prior Program”). On November 10, 2006, the Company entered into an amendment to its revolving credit agreement which, among other things, increased the permitted size of the Prior Receivables Securitization Program to $350 million, a $75 million increase from the $275 million limit under the prior credit agreement. During the first quarter of 2007, the Company increased its commitments for third party purchases of receivables, and the maximum funding available under the Prior Program became $250 million. On March 2, 2009, in preparation for entering into a new securitization program (see Note 9, “Debt” for more information on the new program), USI’s subsidiaries United Stationers Financial Services (“USFS”) and USS Receivables Company, Ltd. (“USSRC”) terminated the Prior Program. The Prior Program typically had been the Company’s preferred source of floating rate financing, primarily because it generally carried a lower cost than other traditional borrowings.

Under the Prior Program, USSC sold, on a revolving basis, its eligible trade accounts receivable (except for certain excluded accounts receivable, which initially included all accounts receivable of Lagasse, Inc. and foreign operations) to USSRC. USSRC, in turn, ultimately transferred the eligible trade accounts receivable to a trust. The trust then sold investment certificates, which represented an undivided interest in the pool of accounts receivable owned by the trust, to third-party investors. Affiliates of J.P. Morgan Chase Bank, PNC Bank and Fifth Third Bank acted as funding agents. The funding agents, or their affiliates, provided standby liquidity funding to support the sale of the accounts receivable by USSRC under 364-day liquidity facilities. The Prior Program provided for the possibility of other liquidity facilities that may have been provided by other commercial banks rated at least A-1/P-1.

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Financial Statement Presentation

The Prior Program was accounted for as a sale in accordance with FASB accounting guidance on the accounting for transfers and servicing of financial assets and extinguishments of liabilities. Trade accounts receivable sold under the Prior Program were excluded from accounts receivable in the Consolidated Financial Statements.

The Company recognized certain costs and/or losses related to the Prior Program. Costs related to the Prior Program varied on a daily basis and generally were related to certain short-term interest rates. The annual interest rate on the certificates issued under the Prior Program for the first two months of 2009 ranged between 0.6% and 2.3%. In addition to the interest on the certificates, the Company paid certain bank fees related to the program. Losses recognized on the sale of accounts receivable, which represent the interest and bank fees that are the financial cost of funding under the Prior Program including amortization of previously capitalized bank fees and excluding servicing revenues, totaled $0.2 million for the three months ended March 31, 2009. Proceeds from collections for the three month period ended March 31, 2009 totaled $0.6 billion under the Prior Program. There were no losses or proceeds from the Prior Program during the three months ended June 30, 2009 as the program was terminated on March 2, 2009. All costs and/or losses related to the Prior Program are included in the Condensed Consolidated Statements of Income under the caption “Other Expense, net.”

The Company maintained responsibility for servicing the sold trade accounts receivable and those transferred to the trust. No servicing asset or liability was recorded because the fees received for servicing the receivables approximated the related costs.

Retained Interest

USSRC determined the level of funding achieved by the sale of trade accounts receivable under the Prior Program, subject to a maximum amount. It retained a residual interest in the eligible receivables transferred to the trust, such that amounts payable in respect of the residual interest would be distributed to USSRC upon payment in full of all amounts owed by USSRC to the trust (and by the trust to its investors).

The Company measured the fair value of its retained interest throughout the term of the Prior Program using a present value model incorporating the following two key economic assumptions: (1) an average collection cycle of approximately 45 days; and (2) an assumed discount rate of 3% per annum, which approximated the Company’s interest cost on the Prior Program. In addition, the Company estimated and recorded an allowance for doubtful accounts related to the Company’s retained interest. Considering the above noted economic factors and estimates of doubtful accounts, the book value of the Company’s retained interest approximated fair value at year-end 2008. A 10% or 20% adverse change in the assumed discount rate or average collection cycle would not have a material impact on the Company’s financial position or results of operations. Accounts receivable sold to the trust and written off during the first quarter of 2009 were not material.

9. Debt

USI is a holding company and, as a result, its primary sources of funds are cash generated from operating activities of its direct operating subsidiary, USSC, and from borrowings by USSC. The 2007 Credit Agreement (as defined below), the 2007 Master Note Purchase Agreement (as defined below) and the 2009 Receivables Securitization Program (as defined below) contain restrictions on the ability of USSC to transfer cash to USI.

Long-term debt consisted of the following amounts (in thousands):

	As of June 30, 2010		As of December 31, 2009
2007 Credit Agreement - Revolving Credit Facility	$	111,600	$	100,000
2007 Credit Agreement - Term Loan	200,000		200,000
2007 Master Note Purchase Agreement (Private Placement)	135,000		135,000
Industrial development bond, at market-based interest rates, maturing in 2011	6,800		6,800
Total	$	453,400	$	441,800

As of June 30, 2010, 100% of the Company’s outstanding debt was priced at variable interest rates based primarily on the applicable bank prime rate, the London InterBank Offered Rate (“LIBOR”) or the applicable commercial paper rates related to the 2009 Receivables Securitization Program (the “2009 Program”). While the Company had primarily all of its outstanding debt based on LIBOR at June 30, 2010, the Company had hedged $435.0 million of this debt with three separate interest rate swaps further discussed in Note 2, “Summary of Significant Accounting Policies”; and Note 13, “Derivative Financial Instruments”, to the Consolidated Financial Statements. As of June 30, 2010, the overall weighted average effective borrowing rate of the Company’s debt was 4.9%. At June 30, 2010 funding levels, a 50 basis point movement in interest rates would not result in a material increase or decrease in annualized interest expense on a pre-tax basis, nor upon cash flows from operations.

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2009 Receivables Securitization Program

On March 3, 2009, USI entered into an accounts receivables securitization program (as amended to date, the 2009 Receivables Securitization Program” or the “2009 Program”) that replaced the securitization program that USI terminated on March 2, 2009 (the “Prior Receivables Securitization Program” or the “Prior Program”). The parties to the 2009 Program are USI, USSC, USFS, and United Stationers Receivables, LLC (“USR”), and Bank of America, National Association (“Bank of America”) and Enterprise Funding Company LLC (“Enterprise” and, together with Bank of America, the “Investors”). The 2009 Program is governed by the following agreements:

· Transfer and Administration Agreement among USSC, USFS, USR, and the Investors;

· Receivables Sale Agreement between USSC and USFS;

· Receivables Purchase Agreement between USFS and USR; and

· Performance Guaranty executed by USI in favor of USR.

The assets of USR are not available to satisfy the creditors of any other person, including USFS, USSC or USI, until all amounts outstanding under the facility are repaid and the 2009 Program has been terminated. The maturity date of the 2009 Program is November 23, 2013, subject to the Investors’ renewing their commitments as liquidity providers supporting the 2009 Program, which expire on January 21, 2011.

The receivables sold to Bank of America will remain on USI’s Condensed Consolidated Balance Sheet, and amounts advanced to USR by Enterprise, Bank of America or any successor Investor will be recorded as debt on USI’s Condensed Consolidated Balance Sheet. The cost of such debt will be recorded as interest expense on USI’s income statement. As of June 30, 2010 and December 31, 2009, $444.2 million and $445.3 million, respectively, of receivables have been sold and no amounts have been advanced to USR.

The Transfer and Administration Agreement prohibits the Company from exceeding a Leverage Ratio of 3.25 to 1.00 and imposes other restrictions on the Company’s ability to incur additional debt. This agreement also contains additional covenants, requirements and events of default that are customary for this type of agreement, including the failure to make any required payments when due.

Credit Agreement and Other Debt

On July 5, 2007, USI and USSC entered into a Second Amended and Restated Five-Year Revolving Credit Agreement with 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 (as amended on December 21, 2007, the “2007 Credit Agreement”). The 2007 Credit Agreement provides a Revolving Credit Facility with a committed principal amount of $425 million and a Term Loan in the principal amount of $200 million. Interest on both the Revolving Credit Facility and the Term Loan is based on the three-month LIBOR plus an interest margin based upon the Company’s debt to EBITDA ratio (or “Leverage Ratio”, as defined in the 2007 Credit Agreement). The Revolving Credit Facility expires on July 5, 2012, which is also the maturity date of the Term Loan.

On October 15, 2007, USI and USSC entered into a Master Note Purchase Agreement (the “2007 Note Purchase Agreement”) with several purchasers. The 2007 Note Purchase Agreement allows USSC to issue up to $1 billion of senior secured notes, subject to the debt restrictions contained in the 2007 Credit Agreement. Pursuant to the 2007 Note Purchase Agreement, USSC issued and sold $135 million of floating rate senior secured notes due October 15, 2014 at par in a private placement (the “Series 2007-A Notes”). Interest on the Series 2007-A Notes is payable quarterly in arrears at a rate per annum equal to three-month LIBOR plus 1.30%, beginning January 15, 2008. USSC may issue additional series of senior secured notes from time to time under the 2007 Note Purchase Agreement but has no specific plans to do so at this time. USSC used the proceeds from the sale of these notes to repay borrowings under the 2007 Credit Agreement.

USSC has entered into several interest rate swap transactions to mitigate its floating rate risk on a portion of its total long-term debt. See Note 2, “Summary of Significant Accounting Policies”; and Note 13, “Derivative Financial Instruments”, to the Consolidated Financial Statements, for further details on these swap transactions and their accounting treatment.

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The 2007 Credit Agreement also provides for the issuance of letters of credit in an aggregate amount of up to a sublimit of $90 million and provides a sublimit for swingline loans in an aggregate outstanding principal amount not to exceed $30 million at any one time. These amounts, as sublimits, do not increase the maximum aggregate principal amount, and any undrawn issued letters of credit and all outstanding swingline loans under the facility reduce the remaining availability under the 2007 Credit Agreement. As of both June 30, 2010 and December 31, 2009, the Company had outstanding letters of credit under the 2007 Credit Agreement of $17.9 million. Approximately, $7.0 million of these letters of credit were used to guarantee the industrial development bond. The industrial development bond had $6.8 million outstanding as of June 30, 2010 and carried market-based interest rates.

Obligations of USSC under the 2007 Credit Agreement and the 2007 Note Purchase Agreement are guaranteed by USI and certain of USSC’s domestic subsidiaries. USSC’s obligations under these agreements and the guarantors’ obligations under the guaranties are secured by liens on substantially all Company assets, including accounts receivable, chattel paper, commercial tort claims, documents, equipment, fixtures, instruments, inventory, investment property, pledged deposits and all other tangible and intangible personal property (including proceeds) and certain real property, but excluding accounts receivable (and related credit support) subject to any accounts receivable securitization program permitted under the 2007 Credit Agreement. Also securing these obligations are first priority pledges of all of the capital stock of USSC and the domestic subsidiaries of USSC.

The 2007 Credit Agreement and 2007 Note Purchase Agreement prohibit the Company from exceeding a Leverage Ratio of 3.25 to 1.00 and impose other restrictions on the Company’s ability to incur additional debt. Those agreements also contain additional covenants, requirements and events of default that are customary for those types of agreements, including the failure to pay principal or interest when due. The 2007 Credit Agreement, 2007 Note Purchase Agreement, and the Transfer and Administration Agreement all contain cross-default provisions. As a result, if a termination event occurs under any of those agreements, the lenders under all of the agreements may cease to make additional loans, accelerate any loans then outstanding and/or terminate the agreements to which they are party.

10. Retirement Plans

Pension and Postretirement Health Care Benefit Plans

The Company maintains pension plans covering a majority of its employees. In addition, the Company has a postretirement health care benefit plan covering substantially all retired employees and their dependents. For more information on the Company’s retirement plans, see Notes 12 and 13 to the Company’s Consolidated Financial Statements for the year ended December 31, 2009. A summary of net periodic benefit cost related to the Company’s pension and postretirement health care benefit plans for the three and six months ended June 30, 2010 and 2009 is as follows (dollars in thousands):

	Pension Benefits
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2010			2009			2010			2009
Service cost - benefit earned during the period	$	217		$	861		$	434		$	1,253
Interest cost on projected benefit obligation	2,055			2,036			4,110			4,046
Expected return on plan assets	(2,159		)	(1,718		)	(4,318		)	(3,436		)
Amortization of prior service cost	34			28			68			56
Amortization of actuarial loss	475			715			951			1,599
Net loss	622			1,922			1,245			3,518
Curtailment loss	—			—			—			182
Net periodic pension cost	$	622		$	1,922		$	1,245		$	3,700

	Postretirement Healthcare
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2010			2009			2010			2009
Service cost - benefit earned during the period	$	58		$	56		$	116		$	112
Interest cost on projected benefit obligation	65			55			130			110
Amortization of actuarial gain	(85		)	(80		)	(170		)	(160		)
Net periodic postretirement healthcare benefit cost	$	38		$	31		$	76		$	62

Effective March 1, 2009, the Company froze pension service benefits for employees not covered by collective bargaining agreements. As a result, the Company incurred a curtailment loss of $0.2 million in the first quarter of 2009. The Company also reduced the Pension Benefit Obligation (“PBO”) by $11.8 million as a result of this action. The PBO reduction led to an $11.8 million reduction in the “Accrued pension benefits liability” and a corresponding increase in accumulated other comprehensive income, net of tax.

The Company made cash contributions of $8.7 million and $3.8 million to its pension plans during the first six months ended June 30, 2010 and 2009, respectively. The Company does not expect to make any additional contributions to its pension plans during the remaining six months of 2010.

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On April 15, 2010, the Company notified the participants of a negative plan amendment that would terminate the Retiree Medical Plan effective December 31, 2010. The amendment of the Retiree Medical Plan will eliminate any future obligation of the Company to provide cost sharing benefits to current or future retirees. In the second quarter of 2010, the Company recorded a pre-tax gain of $2.8 million for the reversal of actuarially based liabilities resulting from the amendment of the Retiree Medical Plan. The Company anticipates that the amendment of the Retiree Medical Plan will result in a future gain of approximately $6.6 million. This gain will be amortized equally over the remaining quarters of 2010.

Defined Contribution Plan

The Company has defined contribution plans covering certain salaried employees and non-union hourly paid employees (the “Plan”). The Plan permits employees to defer a portion of their pre-tax and after-tax salary as contributions to the Plan. The Plan also provides for discretionary Company contributions and Company contributions matching employees’ salary deferral contributions, at the discretion of the Board of Directors. The Company recorded expense of $0.8 million and $1.6 million for the Company match of employee contributions to the Plan for the three and six months ended June 30, 2010. During the same periods last year, the Company recorded $0.8 million and $2.0 million for the same match. Effective May 1, 2009 through December 31, 2009, the Company temporarily suspended the matching of employee contributions to the Plan for all exempt associates, which was reinstated beginning January 1, 2010 at a reduced matching percentage.

11. Other Long-Term Assets and Long-Term Liabilities

Other long-term assets and long-term liabilities as of June 30, 2010 and December 31, 2009 were as follows (in thousands):

	As of June 30, 2010		As of December 31, 2009
Other Long-Term Assets, net:
Investment in deferred compensation	$	3,707	$	3,939
Investment in minority interest	4,835		—
Long-term accounts receivable	4,613		5,146
Capitalized financing costs	1,741		2,069
Long-term prepaid expenses	1,154		1,154
Other	47		63
Total other long-term assets, net	$	16,097	$	12,371

Other Long-Term Liabilities:
Accrued pension benefits liability	$	26,252	$	33,707
Deferred rent	17,623		18,067
Accrued postretirement benefits liability	—		4,132
Deferred directors compensation	3,707		3,939
Restructuring and exit costs reserves	696		887
Interest rate swap liability	29,090		26,070
Long-term income tax liability	5,741		5,380
Other	5,210		1,520
Total other long-term liabilities	$	88,319	$	93,702

12. Accounting for Uncertainty in Income Taxes

For each of the periods ended June 30, 2010 and December 31, 2009, the Company had $5.1 and $5.0 million, respectively, in gross unrecognized tax benefits. The entire amount of these gross unrecognized tax benefits would, if recognized, decrease the Company’s effective tax rate.

The Company recognizes net interest and penalties related to unrecognized tax benefits in income tax expense. The gross amount of interest and penalties reflected in the Consolidated Statement of Income for the quarter ended June 30, 2010, was not material. The Condensed Consolidated Balance Sheets for each of the periods ended June 30, 2010 and December 31, 2009, include $1.2 and $1.1 million, respectively, accrued for the potential payment of interest and penalties.

As of June 30, 2010, the Company’s U.S. Federal income tax returns for 2006 and subsequent years remained subject to examination by tax authorities. In addition, the Company’s state income tax returns for 2001 and subsequent years remain subject to examination by state and local income tax authorities.

Due to the potential for resolution of ongoing examinations and the expiration of various statutes of limitation, it is reasonably possible that the Company’s gross unrecognized tax benefits balance may change within the next twelve months by a range of zero to $2.6 million. These unrecognized tax benefits are currently accrued for in the Condensed Consolidated Balance Sheets.

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13. Derivative Financial Instruments

Interest rate movements create a degree of risk to the Company’s operations by affecting the amount of interest payments. Interest rate swap agreements are used to manage the Company’s exposure to interest rate changes. The Company designates its floating-to-fixed interest rate swaps as cash flow hedges of the variability of future cash flows at the inception of the swap contract to support hedge accounting.

On November 6, 2007, USSC entered into an interest rate swap transaction (the “November 2007 Swap Transaction”) with U.S. Bank National Association as the counterparty. USSC entered into the November 2007 Swap Transaction to mitigate USSC’s floating rate risk on an aggregate of $135 million of LIBOR based interest rate risk. Under the terms of the November 2007 Swap Transaction, USSC is required to make quarterly fixed-rate payments to the counterparty calculated based on a notional amount of $135 million at a fixed rate of 4.674%, while the counterparty is obligated to make quarterly floating-rate payments to USSC based on the three-month LIBOR on the same referenced notional amount. The November 2007 Swap Transaction has an effective date of January 15, 2008 and a termination date of January 15, 2013. Notwithstanding the terms of the November 2007 Swap Transaction, USSC is ultimately obligated for all amounts due and payable under its credit agreements.

On December 20, 2007, USSC entered into another interest rate swap transaction (the “December 2007 Swap Transaction”) with Key Bank National Association as the counterparty. USSC entered into the December 2007 Swap Transaction to mitigate USSC’s floating rate risk on an aggregate of $200 million of LIBOR based interest rate risk. Under the terms of the December 2007 Swap Transaction, USSC is required to make quarterly fixed-rate payments to the counterparty calculated based on a notional amount of $200 million at a fixed rate of 4.075%, while the counterparty is obligated to make quarterly floating-rate payments to USSC based on the three-month LIBOR on the same referenced notional amount. The December 2007 Swap Transaction has an effective date of December 21, 2007 and a termination date of June 21, 2012. Notwithstanding the terms of the December 2007 Swap Transaction, USSC is ultimately obligated for all amounts due and payable under its credit agreements.

On March 13, 2008, USSC entered into an interest rate swap transaction (the “March 2008 Swap Transaction”) with U.S. Bank National Association as the counterparty. USSC entered into the March 2008 Swap Transaction to mitigate USSC’s floating rate risk on an aggregate of $100 million of LIBOR based interest rate risk. Under the terms of the March 2008 Swap Transaction, USSC is required to make quarterly fixed-rate payments to the counterparty calculated based on a notional amount of $100 million at a fixed rate of 3.212%, while the counterparty is obligated to make quarterly floating-rate payments to USSC based on the three-month LIBOR on the same referenced notional amount. The March 2008 Swap Transaction has an effective date of March 31, 2008 and a termination date of June 29, 2012. Notwithstanding the terms of the March 2008 Swap Transaction, USSC is ultimately obligated for all amounts due and payable under its credit agreements.

These hedged transactions described above qualify as cash flow hedges under the FASB accounting guidance on derivative instruments and hedging activities. This guidance requires companies to recognize all of its derivative instruments as either assets or liabilities in the statement of financial position at fair value. The Company does not offset fair value amounts recognized for interest rate swaps executed with the same counterparty.

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction in the same period or periods during which the hedged transaction affects earnings (for example, in “interest expense” when the hedged transactions are interest cash flows associated with floating-rate debt).

The Company has entered into these interest rate swap agreements, described above, that effectively convert a portion of its floating-rate debt to a fixed-rate basis. These swaps reduce the impact of interest rate changes on future interest expense. By using such derivative financial instruments, the Company exposes itself to credit risk and market risk. Credit risk is the risk that the counterparty to the interest rate swap agreements (as noted above) will fail to perform under the terms of the agreements. The Company attempts to minimize the credit risk in these agreements by only entering into transactions with credit worthy counterparties like the two counterparties above. The market risk is the adverse effect on the value of a derivative financial instrument that results from a change in interest rates.

Approximately 96% ($435 million) of the Company’s outstanding long-term debt had its interest payments designated as the hedged forecasted transactions to interest rate swap agreements at June 30, 2010.

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The interest rate swap agreements accounted for as cash flow hedges that were outstanding and recorded at fair value on the statement of financial position as of June 30, 2010 were as follows (in thousands):

As of June 30, 2010	Notional Amount		Receive	Pay		Maturity Date	Fair Value Net Liability (1)

November 2007 Swap Transaction	$	135,000	Floating 3-month LIBOR	4.674	%	January 15, 2013	$	(12,156	)

December 2007 Swap Transaction	200,000		Floating 3-month LIBOR	4.075	%	June 21, 2012	(12,404		)

March 2008 Swap Transaction	100,000		Floating 3-month LIBOR	3.212	%	June 29, 2012	(4,530		)

(1)

These interest rate derivatives qualify for hedge accounting. Therefore, the fair value of each interest rate derivative is included in the Company’s Condensed Consolidated Balance Sheets as a component of “Other long-term liabilities” with an offsetting component in “Stockholders’ Equity” as part of “Accumulated Other Comprehensive Loss”. Fair value adjustments of the interest rate swaps will be deferred and recognized as an adjustment to interest expense over the remaining term of the hedged instrument.

The Company’s agreements with its derivative counterparties provide that if an event of default occurs on any Company debt of $25 million or more, the counterparties can terminate the swap agreements. If an event of default had occurred and the counterparties had exercised their early termination rights under the swap agreements as of June 30, 2010, the Company would have been required to pay the aggregate fair value net liability of $29.1 million plus accrued interest to the counterparties.

These interest rate swap agreements contain no ineffectiveness as of June 30, 2010; therefore, all gains or losses on these derivative instruments are reported as a component of other comprehensive income (“OCI”) and reclassified into earnings as “interest expense” in the same period or periods during which the hedged transaction affects earnings. The following table depicts the effect of these derivative instruments on the statement of income for the three- and six-month periods ended June 30, 2010.

	Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)						Location of Gain (Loss)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
	At December 31, 2009			At June 30, 2010			Reclassified from Accumulated OCI into Income (Effective Portion)	For the Three Months Ended June 30, 2010			For the Six Months Ended June 30, 2010
November 2007 Swap Transaction	$	(6,614	)	$	(7,534	)	Interest expense, net; income tax expense	$	(449	)	$	(920	)

December 2007 Swap Transaction	(7,230		)	(7,686		)	Interest expense, net; income tax expense	25			(456		)

March 2008 Swap Transaction	(2,306		)	(2,807		)	Interest expense, net; income tax expense	(141		)	(501		)

14. Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including interest rate swap liabilities related to interest rate swap derivatives based on the mark-to-market position of the Company’s interest rate swap positions and other observable interest rates (see Note 13, “Derivative Financial Instruments”, for more information on these interest rate swaps).

FASB accounting guidance on fair value establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

· Level 1 — Quoted market prices in active markets for identical assets or liabilities;

· Level 2 — Inputs other than Level 1 inputs that are either directly or indirectly observable; and

· Level 3 — Unobservable inputs developed using estimates and assumptions developed by the Company which reflect those that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The following table summarizes the financial instruments measured at fair value in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2010 (in thousands):

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	Fair Value Measurements as of June 30, 2010
			Quoted Market Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		Level 1		Level 2		Level 3
Liabilities
Interest rate swap liability	$	29,090	$	—	$	29,090	$	—

The carrying amount of accounts receivable at June 30, 2010, including $444.2 million of receivables sold under the New Receivables Securitization Program, approximates fair value because of the short-term nature of this item.

FASB accounting guidance requires separate disclosure of assets and liabilities measured at fair value on a recurring basis, as noted above, from those measured at fair value on a nonrecurring basis. As of June 30, 2010, no assets or liabilities are measured at fair value on a nonrecurring basis.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. Forward-looking statements often contain words such as “expects,” “anticipates,” “estimates,” “intends,” “plans,” “believes,” “seeks,” “will,” “is likely,” “scheduled,” “positioned to,” “continue,” “forecast,” “predicting,” “projection,” “potential” or similar expressions. Forward-looking statements include references to goals, plans, strategies, objectives, projected costs or savings, anticipated future performance, results or events and other statements that are not strictly historical in nature. These forward-looking statements are based on management’s current expectations, forecasts and assumptions. This means they involve a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied here. These risks and uncertainties include, without limitation, those set forth in “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2009.

Readers should not place undue reliance on forward-looking statements contained in this Quarterly Report on Form 10-Q. The forward-looking information herein is given as of this date only, and the Company undertakes no obligation to revise or update it.

Overview and Recent Results

The Company is a leading wholesale distributor of business products, with net sales for the trailing 12 months of $4.8 billion. The Company sells its products through a national distribution network of 64 distribution centers to approximately 25,000 resellers, who in turn sell directly to end consumers.

As reported in the Company’s press release dated July 29, 2010, third quarter sales as of the date of the release were trending up about 4%. Sales initiatives are expected to continue to drive growth to offset lower flu-related product sales and the effects of continued uncertain economic conditions.

Key Company and Industry Trends

The following is a summary of selected trends, events or uncertainties that the Company believes may have a significant impact on its future performance.

· Modestly improving economic conditions and successful execution of the Company’s growth strategies helped drive positive second quarter sales performance. However, the Company remains cautious as white collar employment continues to be on a slow recovery path.

· Sales in the second quarter of 2010 increased by 5.3% to $1.22 billion, compared with last year’s $1.16 billion. Sales within the technology and office product categories grew 8.6% and 5.6%, respectively, versus the prior-year quarter. In addition, sales of industrial supplies showed significant growth in the quarter of 27.9% versus the prior-year quarter. Lower sales of flu-related products contributed to a 2.1% reduction in sales of janitorial/breakroom supplies. Furniture sales were down 2.1%, an improvement from the prior quarter’s decline.

· Gross margin in the second quarter of 2010 reached $179.2 million, compared with $163.4 million in the same period last year. Gross margin as a percent of sales for the second quarter of 2010 was 14.7%, compared with 14.1% in the prior-year quarter. The increase was due to higher inventory purchase-related supplier allowances, which added about 50 bps. In addition, higher product cost inflation increased the gross margin rate by 20 bps. Margins were also benefited by War on Waste (WOW) projects that targeted freight and occupancy costs. These items were partially offset by higher diesel fuel costs, competitive pricing pressures and a sales mix that is improving but that continues to be skewed towards lower-margin products.

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· Operating expenses for the latest quarter were $128.9 million, or 10.6% of sales, including a non-cash $2.8 million reversal of actuarially based liabilities resulting from the termination of a post-retirement benefit plan. Excluding this item, operating expenses were $131.7 million, or 10.8% of sales, compared with $122.2 million, or 10.5% of sales, in the same quarter last year. Second quarter 2010 expenses included the restoration of compensation-related costs that were temporarily cut in 2009, adding approximately $7.0 million to expenses in the quarter. Also contributing to the increase in operating expenses were expenses to support sales growth and spending on growth initiatives, including MBS Dev, furniture, public sector, and industrial footprint expansion. These cost increases were somewhat offset by lower bad debt costs, lower depreciation and continued success with War on Waste (WOW) efforts.

· Net income for the quarter was $27.0 million and diluted earnings per share were $1.10, benefited by the favorable adjustment related to the termination of the post-retirement medical plan. Excluding this item, net income was $25.3 million and diluted earnings per share were $1.03. This compares favorably to prior year net income of $21.2 million and diluted earnings per share of $0.88. The Company benefited from lower interest charges during the quarter as debt levels have declined from the prior year while the tax rate remained relatively flat compared to the prior year.

· Net cash provided by operating activities totaled $54.7 million for the six months ended June 30, 2010, versus $243.0 million a year ago. Cash flow used in investing activities totaled $26.2 million in 2010, up from $4.7 million in the first half of 2009. Included in 2010 investing activities is $15.5 million related to acquisitions and investments. Capital spending through the six months ended June 30, 2010 was $10.7 million and is expected to be approximately $30 million for 2010.

· The Company had approximately $850 million of total committed debt capacity with $453.4 million outstanding as of June 30, 2010, which was down slightly from $471.8 million at June 30, 2009. During that same period, debt-to-total capitalization declined to 39.0% from 43.2%. Through the first half of 2010, the Company repurchased 1.3 million shares for $74.7 million and received $25.9 million of net proceeds from the exercise of stock options.

· During the first quarter of 2010, the Company completed the acquisition of all of the capital stock of MBS Dev, a software solutions provider to business products resellers, which allows the Company to accelerate e-business development and enable customers and suppliers to leverage the internet. The purchase price included $12 million plus $3 million in deferred payments and an additional potential $3 million earn-out based upon the achievement of certain financial goals. The $3 million in deferred payments are to be paid to the former owners over the course of the next four years, the timing of which is based upon the achievement of certain financial goals. As a result of the acquisition, the Company recorded $14.0 million of goodwill, $3.7 million in intangible assets, and $4.1 million of liabilities, at fair value, to be paid for the deferred payments and the earn-out. Net of cash held by MBS Dev at closing, the initial cash outlay was $10.5 million. In addition, during the second quarter of 2010, the Company invested $5 million to acquire a minority interest in the capital stock of a managed print services and technology solution business.

For a further discussion of selected trends, events or uncertainties the Company believes may have a significant impact on its future performance, readers should refer to “Key Company and Industry Trends” under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2009.

Stock Repurchase Program

Shares of USI common stock repurchased in the first half of 2010 totaled 1.3 million shares for $74.7 million which included 1.1 million shares for $63.0 million in the second quarter. No shares were repurchased in the first six months of 2009. As of June 30, 2010, the Company had $26.2 million remaining of existing share repurchase authorization from the Board of Directors.

Critical Accounting Policies, Judgments and Estimates

During the second quarter of 2010, there were no significant changes to the Company’s critical accounting policies, judgments or estimates from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

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Results of Operations

The following table presents the Condensed Consolidated Statements of Income as a percentage of net sales:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2010		2009		2010		2009

Net sales	100.00	%	100.00	%	100.00	%	100.00	%
Cost of goods sold	85.32		85.90		85.43		85.63
Gross margin	14.68		14.10		14.57		14.37

Operating expenses
Warehousing, marketing and administrative expenses	10.56		10.54		10.94		11.30

Operating income	4.12		3.56		3.63		3.07

Interest expense, net	0.53		0.60		0.54		0.62
Other expense, net	—		—		—		0.01

Income before income taxes	3.59		2.96		3.09		2.44

Income tax expense	1.38		1.13		1.19		0.92

Net income	2.21	%	1.83	%	1.90	%	1.52	%

Adjusted Operating Income, Net Income and Earnings Per Share

The following tables present Adjusted Operating Income, Net Income and Earnings Per Share for the three- and six-month periods ended June 30, 2010 and 2009 (in millions, except per share data). The tables show Adjusted Operating Income, Net Income and Earnings per Share excluding the effects of the termination of the post-retirement medical plan in the second quarter of 2010 and the effects of the first quarter 2009 severance charge. Generally Accepted Accounting Principles (GAAP) requires that the effect of these items be included in the Condensed Consolidated Statements of Income. The Company believes that excluding these items is an appropriate comparison of its ongoing operating results to last year and that it is helpful to provide readers of its financial statements with a reconciliation of these items to its Condensed Consolidated Statements of Income reported in accordance with GAAP.

	For the Three Months Ended June 30,
	2010					2009
				% to				% to
	Amount			Net Sales		Amount		Net Sales

Sales	$	1,220.8		100.00	%	$	1,159.2	100.00	%

Gross profit	$	179.2		14.68	%	$	163.4	14.10	%

Operating expenses	$	128.9		10.56	%	$	122.2	10.54	%
Post-retirement medical plan termination	2.8			0.23	%	—		—	%
Adjusted operating expenses	$	131.7		10.79	%	$	122.2	10.54	%

Operating income	$	50.3		4.12	%	$	41.2	3.56	%
Operating expense item noted above	(2.8		)	(0.23	)%	—		—	%
Adjusted operating income	$	47.5		3.89	%	$	41.2	3.56	%

Net income	$	27.0				$	21.2
Operating expense item noted above	(1.7		)			—
Adjusted net income	$	25.3				$	21.2

Net income per share - diluted	$	1.10				$	0.88
Per share operating expense item noted above	(0.07		)			—
Adjusted net income per share - diluted	$	1.03				$	0.88

Weighted average number of common shares - diluted	24.6					24.0

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	For the Six Months Ended June 30,
	2010					2009
				% to					% to
	Amount			Net Sales		Amount			Net Sales

Sales	$	2,375.1		100.00	%	$	2,280.5		100.00	%

Gross profit	$	346.1		14.57	%	$	327.7		14.37	%

Operating expenses	$	260.0		10.94	%	$	257.6		11.30	%
Post-retirement medical plan termination	2.8			0.12	%
Severance charge	—			—		(3.4		)	(0.15	)%
Adjusted operating expenses	$	262.8		11.06	%	$	254.2		11.15	%

Operating income	$	86.1		3.63	%	$	70.1		3.07	%
Operating expense item noted above	(2.8		)	(0.12	)%	3.4			0.15	%
Adjusted operating income	$	83.3		3.51	%	$	73.5		3.22	%

Net income	$	45.2				$	34.7
Operating expense item noted above	(1.7		)			2.1
Adjusted net income	$	43.5				$	36.8

Net income per share - diluted	$	1.83				$	1.45
Per share operating expense item noted above	(0.07		)			0.09
Adjusted net income per share - diluted	$	1.76				$	1.54

Weighted average number of common shares - diluted	24.7					23.8

Results of Operations—Three Months Ended June 30, 2010 Compared with the Three Months Ended June 30, 2009

Net Sales. Net sales for the second quarter of 2010 were $1.22 billion, an increase of 5.3% compared with sales of $1.16 billion for the prior-year quarter. The following table summarizes net sales by product category for the three-month periods ended June 30, 2010 and 2009 (in millions):

	Three Months Ended June 30,
	2010		2009 (1)
Technology products	$	439.0	$	404.3
Office products (including cut-sheet paper)	325.6		308.2
Janitorial and breakroom supplies	275.1		281.0
Office furniture	83.5		85.3
Industrial supplies	73.8		57.7
Freight revenue	20.6		19.6
Other	3.2		3.1
Total net sales	$	1,220.8	$	1,159.2

(1) Certain prior period amounts have been reclassified to conform to the current presentation. Such reclassifications include changes between several product categories due to several specific products being reclassified to different categories. These changes did not impact the Consolidated Statements of Income.

Sales in the technology products category increased in the second quarter of 2010 by approximately 8.6% versus the second quarter of 2009. This category, which continued to represent the largest percentage of the Company’s consolidated net sales, accounted for approximately 36.0% of net sales for the second quarter of 2010. Higher printer imaging purchases and solid growth in hardware drove this improvement. Private label brands contributed to sales growth in technology while the Company’s Azerty business has also benefited from improved channel focusing and marketing programs.

Sales of office products, including cut-sheet paper, increased in the second quarter of 2010 by approximately 5.6% versus the second quarter of 2009. Office products represented approximately 26.7% of the Company’s consolidated net sales for the second quarter of 2010. During the quarter, the Company’s product mix in this category showed positive trends, as discretionary products displayed some growth, including office machines, boards, and general office products. The Company’s private label brand also showed strong growth in this category.

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Sales in the janitorial and breakroom supplies product category decreased 2.1% in the second quarter of 2010 compared to the second quarter of 2009. This category accounted for approximately 22.5% of the Company’s second quarter of 2010 consolidated net sales. During the second quarter of 2010, sales were negatively affected by significantly lower H1N1 flu-related product sales, particularly impacting large national accounts. In addition, certain national accounts shifted some volume direct to the manufacturer, contributing to lower sales in the quarter. These reduced sales were partially offset by growth initiatives and share gains in the Company’s foodservice category and private brands.

Office furniture sales in the second quarter of 2010 decreased by approximately 2.1% compared to the same three-month period of 2009. Office furniture accounted for 6.8% of the Company’s second quarter of 2010 consolidated net sales. Since furniture products are often discretionary, this category continued to be negatively affected by the recession and the negative white collar employment trends. However, furniture sales showed sequential quarterly improvements despite these uncertain economic conditions. Also, the Company’s Alera brand furniture continued to experience double-digit growth.

Industrial sales in the second quarter of 2010 increased 27.9% compared to the same prior year period. Sales of industrial supplies accounted for 6.0% of the Company’s net sales for the second quarter of 2010. This increase is attributable to improved overall economic conditions, particularly in the manufacturing segment, as well as strategic initiatives.

The remaining 2.0% of the Company’s second quarter 2010 net sales was composed of freight and other revenues.

Gross Profit and Gross Margin Rate. Gross profit (gross margin dollars) for the second quarter of 2010 was $179.2 million, compared to $163.4 million in the second quarter of 2009, while the Company’s gross margin rate of 14.7% was up from the prior year quarter’s 14.1%. The increase was due to higher inventory purchase-related supplier allowances, which added about 50 bps. In addition, higher product cost inflation increased the gross margin rate by 20 basis points (“bps”). Margins were also benefited by War on Waste (WOW) projects that targeted freight and occupancy costs. These items were partially offset by higher diesel fuel costs, competitive pricing pressures and a lower-margin product mix.

Operating Expenses. Operating expenses for the latest quarter were $128.9 million, or 10.6% of sales, including a $2.8 million favorable adjustment related to the termination of the post-retirement medical plan. Excluding this item, operating expenses were $131.7 million, or 10.8% of sales, compared with $122.2 million, or 10.5% of sales, in the same quarter last year. Second quarter 2010 expenses included the restoration of compensation-related costs that were temporarily cut in 2009, adding approximately $7.0 million to expenses in the quarter. Overall, employee related costs increased 40 bps versus the prior-year quarter. Also contributing to the increase in operating expenses were expenses to support sales growth and spending on growth initiatives, including MBS Dev, furniture, public sector, and industrial footprint expansion. These cost increases were somewhat offset by lower bad debt costs (10 bps), lower depreciation (10 bps) and continued success with War on Waste (WOW) efforts.

Interest and Other Expense, net. Interest and other expense for the second quarter of 2010 was $6.4 million, down from $6.9 million for the same period in 2009. The $0.5 million decrease was attributable to lower borrowings under the Company’s revolving credit facility.

Income Taxes. Income tax expense was $16.9 million for the second quarter of 2010, compared with $13.1 million for the same period in 2009. The Company’s effective tax rate was 38.5% for the second quarter of 2010 and 38.3% for the second quarter of 2009.

Net Income. Net income for the second quarter of 2010 totaled $27.0 million, or $1.10 per diluted share, compared with net income of $21.2 million, or $0.88 per diluted share for the same three-month period in 2009. Adjusted for the plan termination referenced above, second quarter 2010 net income was $25.3 million and diluted earnings per share were $1.03.

Results of Operations—Six Months Ended June 30, 2010 Compared with the Six Months Ended June 30, 2009

Net Sales. Net sales for the first six months of 2010 were $2.38 billion, up 4.1% per selling day compared with sales of $2.28 billion for the same six-month period of 2009. The following table summarizes net sales by product category for the six-month periods ended June 30, 2010 and 2009 (in millions):

	Six Months Ended June 30,
	2010		2009 (1)
Technology products	$	840.6	$	792.2
Office products (including cut-sheet paper)	650.1		624.1
Janitorial and breakroom supplies	537.4		530.7
Office furniture	163.5		174.2
Industrial supplies	136.2		115.2
Freight revenue	41.7		39.5
Other	5.6		4.6
Total net sales	$	2,375.1	$	2,280.5

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Sales in the technology products category increased in the first half of 2010 by 6.1% per selling day versus the first half of 2009. This category, which continued to represent the largest percentage of the Company’s consolidated net sales, accounted for approximately 35.4% of net sales for the first half of 2010. Higher printer imaging purchases and solid growth in hardware drove this improvement.

Sales of office products, including cut-sheet paper, increased in the first half of 2010 by 4.2% per selling day versus the first half of 2010. Office products represented approximately 27.4% of the Company’s consolidated net sales for the first half of 2010.

Sales in the janitorial and breakroom supplies product category increased 1.3% per selling day in the first half of 2010 compared to the first half of 2009. This category accounted for approximately 22.6% of the Company’s first half of 2010 consolidated net sales. Slowing sales due to lower H1N1 flu-related product sales and the shift of some volume direct to the manufacturer were more than offset by growth initiatives.

Office furniture sales in the first half of 2010 decreased by approximately 6.1% per selling day compared to the same six-month period of 2009. Office furniture accounted for 6.9% of the Company’s first half of 2010 consolidated net sales. Since furniture products are often discretionary, this category continued to be negatively affected by the recession and the negative white collar employment outlook. However, furniture sales showed sequential quarterly improvements despite these uncertain economic conditions. Furthermore, the Company’s private branded furniture continued to experience double-digit growth.

Industrial supplies sales in the first half of 2010 increased 18.2% per selling day compared to the same prior year period. Sales of industrial supplies accounted for 5.7% of the Company’s net sales for the first half of 2010. This increase was attributable to improving economic factors, particularly in the manufacturing segment, as well as strategic initiatives. Industrial supplies growth was also aided by category diversification opportunities and the growing understanding of the value of wholesale to customers in this area.

The remaining 2.0% of the Company’s first half 2010 net sales was composed of freight and other revenues.

Gross Profit and Gross Margin Rate. Gross profit (gross margin dollars) for the first half of 2010 was $346.1 million, compared to $327.7 million in the first half of 2009, while the Company’s gross margin rate of 14.6% was 20 bps higher than the prior year. The increase was due to higher inventory purchase-related supplier allowances of 80 bps as well as improved leverage of occupancy costs and WOW savings in this area totaling 20 bps. These favorable items were partially offset by lower product cost inflation of 50 bps and competitive pricing pressures and a lower-margin product mix of 30 bps.

Operating Expenses. Operating expenses were $260.0 million or 10.9% of sales, including a $2.8 million favorable effect of terminating the Company’s post-retirement medical plan, compared with $257.6 million, or 11.3% of sales, last year, which included a severance charge of $3.4 million. Excluding these items, operating expenses were $262.8 million, or 11.1% of sales, compared with the prior year of $254.2 million or 11.2% of sales. The operating expense ratio declined slightly due to lower bad debt costs of 20 bps, lower depreciation expense of 15 bps and War on Waste savings partially offset by the reinstatement of several employee-related benefits and spending on growth initiatives which added 30 bps to employee-related costs.

Interest and Other Expense, net. Interest and other expense for the first half of 2010 was $12.7 million, down from $14.3 million for the same period in 2009. The $1.7 million decrease is attributable to strong cash flow performance that has led to reduced funding needs.

Income Taxes. Income tax expense was $28.2 million for the first half of 2010, compared with $21.1 million for the same period in 2009. The Company’s effective tax rate was 38.4% for the first half of 2010 and 37.8% for the first half of 2009.

Net Income. Net income for the first half of 2010 totaled $45.2 million, or $1.83 per diluted share, compared with net income of $34.7 million, or $1.45 per diluted share for the same six-month period in 2009. Adjusted for the plan termination referenced above, first half of 2010 net income was $43.5 million and diluted earnings per share were $1.76. Excluding the severance charge for 2009, net income in the prior year period was $36.8 million and diluted earnings per share were $1.54.

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Liquidity and Capital Resources

Debt

The Company’s outstanding debt consisted of the following amounts (in thousands):

				As of
	As of June 30, 2010			December 31, 2009
2007 Credit Agreement - Revolving Credit Facility	$	111,600		$	100,000
2007 Credit Agreement - Term Loan	200,000			200,000
2007 Master Note Purchase Agreement	135,000			135,000
Industrial development bond, at market-based interest rates, maturing in 2011	6,800			6,800
Debt under GAAP	453,400			441,800
Stockholders’ equity	710,592			706,713
Total capitalization	$	1,163,992		$	1,148,513

Debt-to-total capitalization ratio	39.0		%	38.5		%

Total debt outstanding at June 30, 2010 increased by $11.6 million to $453.4 million from the balance at December 31, 2009. This resulted from an increase in borrowings under the Revolving Credit Facility of the 2007 Credit Agreement.

At June 30, 2010, the Company’s debt-to-total capitalization ratio was 39.0%, compared to 38.5% at December 31, 2009.

Operating cash requirements and capital expenditures are funded from operating cash flow and available financing. Financing available from debt and the sale of accounts receivable as of June 30, 2010, is summarized below (in millions):

Availability

Maximum financing available under:
2007 Credit Agreement - Revolving Credit Facility	$	425.0
2007 Credit Agreement – Term Loan	200.0
2007 Master Note Purchase Agreement	135.0
2009 Receivables Securitization Program (1)	100.0
Industrial Development Bond	6.8
Maximum financing available			$	866.8

Amounts utilized:
2007 Credit Agreement - Revolving Credit Facility	111.6
2007 Credit Agreement – Term Loan	200.0
2007 Master Note Purchase Agreement	135.0
2009 Receivables Securitization Program(1)	—
Outstanding letters of credit	17.9
Industrial Development Bond	6.8
Total financing utilized			471.3
Available financing, before restrictions			395.5
Restrictive covenant limitation			38.9
Available financing as of June 30, 2010			$	356.6

(1) The 2009 Receivables Securitization Program provides for maximum funding available of the lesser of $100 million or the total amount of eligible receivables less excess concentrations and applicable reserves.

The Credit Agreement, 2007 Note Purchase Agreement, and Transfer and Administration Agreement prohibit the Company from exceeding a Leverage Ratio of 3.25 to 1.00 and impose other restrictions on the Company’s ability to incur additional debt. These agreements also contain additional covenants, requirements and events of default that are customary for these types of agreements, including the failure to make any required payments when due. The 2007 Credit Agreement, 2007 Note Purchase Agreement, and the Transfer and Administration Agreement all contain cross-default provisions. As a result, if an event of default occurs under any of those agreements, the lenders under all of the agreements may cease to make additional loans, accelerate any loans then outstanding and/or terminate the agreements to which they are party.

The Company believes that its operating cash flow and financing capacity, as described, provide adequate liquidity for operating the business for the foreseeable future.

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Contractual Obligations

During the six- month period ending June 30, 2010, the Company entered into several operating leases committing the Company to an additional $37.2 million in contractual obligations from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

Credit Agreement and Other Debt

On March 3, 2009, USI entered into an accounts receivables securitization program (as amended to date, the “2009 Receivables Securitization Program” or the “2009 Program”) that replaced the securitization program that USI terminated on March 2, 2009 (the “Prior Receivables Securitization Program” or the “Prior Program”). The parties to the 2009 Program are USI, USSC, United Stationers Financial Services (“USFS”), and United Stationers Receivables, LLC (“USR”), and Bank of America, National Association (“Bank of America”) and Enterprise Funding Company LLC (“Enterprise” and, together with Bank of America and Enterprise, the “Investors”). The 2009 Program is governed by the following agreements:

· Transfer and Administration Agreement among USSC, USFS, USR and the Investors;

· Receivables Sale Agreement between USSC and USFS;

· Receivables Purchase Agreement between USFS and USR; and

· Performance Guaranty executed by USI in favor of USR.

Pursuant to the Receivables Sale Agreement, USSC sells to USFS, on an on-going basis, all the customer accounts receivable and related rights originated by USSC. Pursuant to the Receivables Purchase Agreement, USFS sells to USR, on an on-going basis, all the accounts receivable and related rights purchased from USSC, as well as the accounts receivable and related rights USFS acquired from its then subsidiary USS Receivables Company, Ltd. (“USSRC”), upon the termination of the Prior Program. Pursuant to the Transfer and Administration Agreement, USR then sells the receivables and related rights to Bank of America, as agent on behalf of Enterprise. The maximum investment to USR at any one time outstanding under the 2009 Program cannot exceed $100 million. USFS retains servicing responsibility over the receivables. USR is a wholly-owned, bankruptcy remote special purpose subsidiary of USFS. The assets of USR are not available to satisfy the creditors of any other person, including USFS, USSC or USI, until all amounts outstanding under the facility are repaid and the 2009 Program has been terminated. The maturity date of the 2009 Program is November 23, 2013, subject to the Investors’ renewing their commitments as liquidity providers supporting the 2009 Program, which expire on January 21, 2011.

The receivables sold to Bank of America will remain on USI’s Condensed Consolidated Balance Sheet, and amounts advanced to USR by Enterprise, Bank of America or any successor Investor will be recorded as debt on USI’s Condensed Consolidated Balance Sheet. The cost of such debt will be recorded as interest expense on USI’s income statement. As of June 30, 2010 and December 31, 2009, $444.2 million and $445.3 million of receivables have been sold and no amounts have been advanced to USR.

On July 5, 2007, USI and USSC entered into a Second Amended and Restated Five-Year Revolving Credit Agreement with 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 (as amended on December 21, 2007, the “2007 Credit Agreement”). The 2007 Credit Agreement provides a Revolving Credit Facility with a committed principal amount of $425 million and a Term Loan in the principal amount of $200 million. Interest on both the Revolving Credit Facility and the Term Loan is based on the three-month LIBOR plus an interest margin based upon the Company’s debt to EBITDA ratio (or “Leverage Ratio”, as defined in the 2007 Credit Agreement). The 2007 Credit Agreement prohibits the Company from exceeding a Leverage Ratio of 3.25 to 1.00 and imposes other restrictions on the Company’s ability to incur additional debt. The Revolving Credit Facility expires on July 5, 2012, which is also the maturity date of the Term Loan.

On November 6, 2007, USSC entered into an interest rate swap transaction (the “November 2007 Swap Transaction”) with U.S. Bank National Association as the counterparty. USSC entered into the November 2007 Swap Transaction to mitigate USSC’s floating rate risk on an aggregate of $135 million of LIBOR based interest rate risk. Under the terms of the November 2007 Swap Transaction, USSC is required to make quarterly fixed rate payments to the counterparty calculated based on a notional amount of $135 million at a fixed rate of 4.674%, while the counterparty is obligated to make quarterly floating rate payments to USSC based on the three-month LIBOR on the same referenced notional amount. The November 2007 Swap Transaction has an effective date of January 15, 2008 and a termination date of January 15, 2013.

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On December 20, 2007, USSC entered into an interest rate swap transaction (the “December 2007 Swap Transaction”) with Key Bank National Association as the counterparty. USSC entered into the December 2007 Swap Transaction to mitigate USSC’s floating rate risk on an aggregate of $200 million of LIBOR based interest rate risk. Under the terms of the December 2007 Swap Transaction, USSC is required to make quarterly fixed rate payments to the counterparty calculated based on a notional amount of $200 million at a fixed rate of 4.075%, while the counterparty is obligated to make quarterly floating rate payments to USSC based on the three-month LIBOR on the same referenced notional amount. The December 2007 Swap Transaction has an effective date of December 21, 2007 and a termination date of June 21, 2012.

On March 13, 2008, USSC entered into an interest rate swap transaction (the “March 2008 Swap Transaction”) with U.S. Bank National Association as the counterparty. USSC entered into the March 2008 Swap Transaction to mitigate USSC’s floating rate risk on an aggregate of $100 million of LIBOR based interest rate risk. Under the terms of the March 2008 Swap Transaction, USSC is required to make quarterly fixed rate payments to the counterparty calculated based on a notional amount of $100 million at a fixed rate of 3.212%, while the counterparty is obligated to make quarterly floating rate payments to USSC based on the three-month LIBOR on the same referenced notional amount. The March 2008 Swap Transaction had an effective date of March 31, 2008 and a termination date of June 29, 2012.

The Company had outstanding letters of credit under the 2007 Credit Agreement of $17.9 million as of both June 30, 2010 and December 31, 2009.

At June 30, 2010 funding levels (including amounts sold under the 2009 Receivables Securitization Program), a 50 basis point movement in interest rates would not result in a material increase or decrease in annualized interest expense on a pre-tax basis, nor upon cash flows from operations.

As of June 30, 2010, the Company had an industrial development bond outstanding with a balance of $6.8 million. This bond is scheduled to mature in 2011 and carries market-based interest rates.

Refer to Note 9, “Long-Term Debt”, for further descriptions of the provisions of 2007 Credit Agreement and the 2007 Note Purchase Agreement.

Cash Flows

Cash flows for the Company for the six-month periods ended June 30, 2010 and 2009 are summarized below (in thousands):

	For the Six Months Ended
	June 30,
	2010			2009

Net cash provided by operating activities	$	54,708		$	242,952
Net cash used in investing activities	(26,173		)	(4,661		)
Net cash used in financing activities	(33,693		)	(190,979		)

Cash Flow From Operations

Net cash provided by operating activities totaled $54.7 million for the six months ended June 30, 2010, versus $243.0 million a year ago. Last year’s cash flow was positively affected by a significant reduction in inventory (source of cash - $161.7 million), compared with the current year’s re-investment to support sales growth (use of cash - $47.5 million). Partially offsetting this unfavorable cash change versus the prior year is a larger increase in accounts payable in 2010 (source of cash - $52.4 million) versus 2009 ($33.0 million).

Cash Flow From Investing Activities

Cash flow used in investing activities totaled $26.2 million in 2010, up from $4.7 million in the first half of 2009. Included in 2010 investing activities is $15.5 million related to acquisitions and investments. Capital spending through the six months ended June 30, 2010 was $10.7 million and is expected to be approximately $30 million for 2010.

Cash Flow From Financing Activities

Net cash used in financing activities for the six months ended June 30, 2010 totaled $33.7 million, compared with $191.0 million in the prior year period. Strong operating cash flows in the first half of 2009 led to repayment of debt of $191.3 million while $11.6 million was borrowed in the first half of 2010. An additional $25.9 million was received related to net proceeds from share-based compensation arrangements, including option exercises. These 2010 financing cash inflows were more than offset by $74.7 million of share repurchases.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is subject to market risk associated principally with changes in interest rates and foreign currency exchange rates. There were no material changes to the Company’s exposures to market risk during the first six months of 2010 from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.

ITEM 4. CONTROLS AND PROCEDURES.

Attached as exhibits to this Quarterly Report are certifications of the Company’s President and Chief Executive Officer (“CEO”) and Senior Vice President and Chief Financial Officer (“CFO”), which are required in accordance with Rule 13a-14 under the Exchange Act. This “Controls and Procedures” section includes information concerning the controls and controls evaluation referred to in such certifications.

Inherent Limitations on Effectiveness of Controls

The Company’s management, including the CEO and CFO, does not expect that the Company’s Disclosure Controls or its internal control over financial reporting will prevent or detect all error or all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the existence of resource constraints. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the fact that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by managerial override. The design of any system of controls is based, in part, on certain assumptions about the likelihood of future events, and no design is likely to succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks, including that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Disclosure Controls and Procedures

At the end of the period covered by this Quarterly Report, the Company’s management performed an evaluation, under the supervision and with the participation of the Company’s CEO and CFO, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Such disclosure controls and procedures (“Disclosure Controls”) are controls and other procedures designed to provide reasonable assurance that information required to be disclosed in the Company’s reports filed under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Management’s quarterly evaluation of Disclosure Controls includes an evaluation of some components of the Company’s internal control over financial reporting, and internal control over financial reporting is also separately evaluated on an annual basis.

Based on this evaluation, the Company’s management (including its CEO and CFO) concluded that as of June 30, 2010, the Company’s Disclosure Controls were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes to the Company’s internal control over financial reporting during the quarter ended June 30, 2010, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is involved in legal proceedings arising in the ordinary course of or incidental to its business. The Company is not involved in any legal proceedings that it believes will result, individually or in the aggregate, in a material adverse effect upon its financial condition or results of operations.

ITEM 1A. RISK FACTORS.

For information regarding risk factors, see “Risk Factors” in Item 1A of Part I of the Company’s Form 10-K for the year ended December 31, 2009. There have been no material changes to the risk factors described in such Form 10-K.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Common Stock Purchase

ITEM 6. EXHIBITS

(a) Exhibits

This Quarterly Report on Form 10-Q includes as exhibits certain documents that the Company has previously filed with the SEC. Such previously filed documents are incorporated herein by reference from the respective filings indicated in parentheses at the end of the exhibit descriptions (all made under the Company’s file number of 0-10653). Each of the management contracts and compensatory plans or arrangements included below as an exhibit is identified as such by a double asterisk at the end of the related exhibit description.

Exhibit No.		Description
3.1		Second Restated Certificate of Incorporation of the Company, dated as of March 19, 2002 (Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001, filed on April 1, 2002 (the “2001 Form 10-K”))

3.2		Amended and Restated Bylaws of the Company, dated as of July 16, 2009 (Exhibit 3.1 to the Form 10-Q filed on November 5, 2009)

4.1*†		Master Note Purchase Agreement, dated as of October 15, 2007, among the Company, United Stationers Supply Co. (“USSC”), and the note purchasers identified therein

10.1*		Pledge and Security Agreement, dated as of October 15, 2007, among the Company, USSC., Lagasse, Inc., United Stationers Technology Services LLC and United Stationers Financial Services LLC (“USFS”) and JPMorgan Chase Bank, N.A. as collateral agent

10.2*†		Second Amended and Restated Five-Year Revolving Credit Agreement, dated July 5, 2007, among USSC, as borrower, the Company, as a credit party, JPMorgan Chase Bank, National Association in its capacity as agent, and the financial institutions listed on the signature pages thereof (the “Revolving Credit Agreement”)

10.3*		Amendment No. 1, dated December 21, 2007, to the Revolving Credit Agreement

10.4*†		Transfer and Administration Agreement, dated as of March 3, 2009, by and among United Stationers Receivables, LLC, (“USR”), USSC, as Originator, USFS, as Seller and Servicer, Enterprise Funding Company LLC, as a Conduit Investor, Market Street Funding LLC, as a Conduit Investor, Bank of America, National Association, as Agent, as a Class Agent and as an Alternate Investor, PNC Bank, National Association, as a Class Agent and as an Alternate Investor, and the other alternate investors from time to time parties thereto

10.5*		Receivables Purchase Agreement, dated as of March 3, 2009, by and between USFS, as Seller, and USR, as Purchaser

10.6*		Indemnification Agreement entered into between United Stationers Inc. and Richard W. Gochanuer dated July 22, 2002 (Attachment A to the Executive Employment Agreement filed as Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)**

10.7*		Indemnification Agreement entered into between United Stationers Inc. and Stephen A. Schultz dated June 1, 2002 (Attachment A to the Executive Employment Agreement filed as Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)**

10.8*		Indemnification Agreement entered into between United Stationers Inc. and P. Cody Phipps dated July 28, 2004 (Attachment A to the Executive Employment Agreement filed as Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)**

10.9*		Indemnification Agreement entered into between United Stationers Inc. and Patrick T. Collins dated October 19, 2004 (Attachment A to the Executive Employment Agreement filed as Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)**

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10.10*		Indemnification Agreement entered into between United Stationers Inc. and Victoria J. Reich dated June 11, 2007 (Attachment A to the Executive Employment Agreement filed as Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)**

10.11*		Indemnification Agreement entered into between United Stationers Inc. and Eric A. Blanchard dated December 8, 2008 (Attachment A to the Executive Employment Agreement filed as Exhibit 10.3 to the Form 10-Q filed on May 6, 2010)**

31.1*		Certification of Chief Executive Officer, dated as of August 5, 2010, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer, dated as of August 5, 2010, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Chief Executive Officer and Chief Financial Officer, dated as of August 5, 2010, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*		The following financial information from United Stationers Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2010, filed with the SEC on August 5, 2010, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statement of Income for the three- and six-month periods ended June 30, 2010 and 2009, (ii) the Consolidated Balance Sheet at June 30, 2010 and December 31, 2009, (iii) the Consolidated Statement of Cash Flows for the six-month periods ended June 30, 2010 and 2009, and (iv) Notes to Consolidated Financial Statements.

*	-	Filed herewith

**	-	Represents a management contract or compensatory plan or arrangement.

†	-	Confidential treatment has been requested for a portion of this document. Confidential portions have been omitted and filed separately with the Securities and Exchange Commission.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		UNITED STATIONERS INC.
		(Registrant)

		/s/ VICTORIA J. REICH
Date: August 5, 2010		Victoria J. Reich
		Senior Vice President and Chief Financial Officer (Duly authorized signatory and principal financial officer)

Exhibit 4.1

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 [**].

CONFORMED COPY

UNITED STATIONERS SUPPLY CO.
UNITED STATIONERS INC.

MASTER NOTE PURCHASE AGREEMENT

Dated as of October 15, 2007

$1,000,000,000 Aggregate Principal Amount

Secured Senior Notes Issuable in Series

Initial Issuance of

$135,000,000 Floating Rate Secured Senior Notes

Series 2007-A, due October 15, 2014

PPN: 913008 A*9

TABLE OF CONTENTS

Section			Page

1.	AUTHORIZATION OF NOTES		1
	1.1	Description of Notes to be Issued	1
	1.2	Additional Series of Notes	1
	1.3	Security for the Notes	2
	1.4	Floating Interest Rate Provisions for Floating Rate Notes	3

2.	SALE AND PURCHASE OF NOTES		4

3.	CLOSING		4

4.	CONDITIONS TO CLOSING		4
	4.1	Representations and Warranties	5
	4.2	Performance; No Default	5
	4.3	Compliance Certificates	5
	4.4	Opinions of Counsel	5
	4.5	Purchase Permitted By Applicable Law, etc.	5
	4.6	Sale of Other Notes	6
	4.7	Payment of Special Counsel Fees	6
	4.8	Private Placement Number	6
	4.9	Changes in Corporate Structure	6
	4.10	Parent Guaranty	6
	4.11	Subsidiary Guaranty	6
	4.12	Collateral Documents	6
	4.13	Intercreditor Agreement	7
	4.14	Funding Instructions	7
	4.15	Proceedings and Documents	7

5.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY		7
	5.1	Organization; Power and Authority	7
	5.2	Authorization, etc.	8
	5.3	Disclosure	8
	5.4	Organization and Ownership of Shares of Subsidiaries	9
	5.5	Financial Statements; Material Liabilities	9
	5.6	Compliance with Laws, Other Instruments, etc.	10
	5.7	Governmental Authorizations, etc.	11
	5.8	Litigation; Observance of Statutes and Orders	11
	5.9	Taxes	11
	5.10	Title to Property; Leases	12
	5.11	Licenses, Permits, etc.	12
	5.12	Compliance with ERISA	12
	5.13	Private Offering by the Company	13
	5.14	Use of Proceeds; Margin Regulations	13

	5.15	Existing Indebtedness; Future Liens	14
	5.16	Foreign Assets Control Regulations, etc.	14
	5.17	Status under Certain Statutes	15
	5.18	Environmental Matters	15

6.	REPRESENTATIONS OF THE PURCHASERS.		15
	6.1	Purchase for Investment	15
	6.2	Source of Funds	16

7.	INFORMATION AS TO PARENT.		17
	7.1	Financial and Business Information	17
	7.2	Officer’s Certificate	20
	7.3	Electronic Delivery	20
	7.4	Visitation	21

8.	PREPAYMENT OF THE NOTES.		21
	8.1	Required Prepayments	21
	8.2	Optional Prepayments	21
	8.3	Mandatory Offer to Prepay Upon Change of Control	22
	8.4	Allocation of Partial Prepayments	24
	8.5	Maturity; Surrender, etc.	24
	8.6	Purchase of Notes	24
	8.7	Make-Whole Amount	25
	8.8	LIBOR Breakage Amount	26

9.	AFFIRMATIVE COVENANTS.		26
	9.1	Compliance with Law	26
	9.2	Insurance	27
	9.3	Maintenance of Properties	27
	9.4	Payment of Taxes and Claims	27
	9.5	Corporate Existence, etc.	27
	9.6	Books and Records	28
	9.7	Subsidiary Guaranty; Release of Subsidiary Guarantors; Release of Collateral	28
	9.8	Pari Passu Ranking	29
	9.9	Mortgages	29

10.	NEGATIVE COVENANTS.		29
	10.1	Leverage Ratio	29
	10.2	Minimum Consolidated Net Worth	30
	10.3	Priority Debt	30
	10.4	Liens	30
	10.5	Subsidiary Indebtedness	32
	10.6	Mergers, Consolidations, etc.	33
	10.7	Sale of Assets	34
	10.8	Restriction on Dividends and Other Distributions	35
	10.9	Nature of Business	36

	10.10	Transactions with Affiliates	36
	10.11	Terrorism Sanctions Regulations	36

11.	EVENTS OF DEFAULT.		37

12.	REMEDIES ON DEFAULT, ETC.		39
	12.1	Acceleration	39
	12.2	Other Remedies	40
	12.3	Rescission	40
	12.4	No Waivers or Election of Remedies, Expenses, etc.	40

13.	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.		41
	13.1	Registration of Notes	41
	13.2	Transfer and Exchange of Notes	41
	13.3	Replacement of Notes	41

14.	PAYMENTS ON NOTES.		42
	14.1	Place of Payment	42
	14.2	Home Office Payment	42

15.	EXPENSES, ETC.		43
	15.1	Transaction Expenses	43
	15.2	Survival	43

16.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.		43

17.	AMENDMENT AND WAIVER.		44
	17.1	Requirements	44
	17.2	Solicitation of Holders of Notes	44
	17.3	Binding Effect, etc.	45
	17.4	Notes Held by Company, etc.	45

18.	NOTICES.		45

19.	REPRODUCTION OF DOCUMENTS.		46

20.	CONFIDENTIAL INFORMATION.		46

21.	SUBSTITUTION OF PURCHASER.		47

22.	MISCELLANEOUS.		47
	22.1	Successors and Assigns	47
	22.2	Payments Due on Non-Business Days	48
	22.3	Accounting Terms	48
	22.4	Severability	48
	22.5	Construction	48
	22.6	Counterparts	48

iii

22.7	Governing Law	49
22.8	Jurisdiction and Process; Waiver of Jury Trial	49
22.9	Holders of Notes to be Bound by Intercreditor Agreement	50

SCHEDULE A	—	Information Relating to Purchasers
SCHEDULE B	—	Defined Terms

SCHEDULE 5.3	—	Disclosure
SCHEDULE 5.4	—	Organization and Ownership of Shares of Subsidiaries
SCHEDULE 5.5	—	Financial Statements
SCHEDULE 5.8	—	Litigation
SCHEDULE 5.14	—	Use of Proceeds
SCHEDULE 5.15	—	Existing Indebtedness
SCHEDULE 10.4	—	Liens
SCHEDULE 10.5	—	Subsidiary Indebtedness

EXHIBIT 1.1	—	Form of Series 2007-A Note
EXHIBIT 1.2	—	Form of Supplement
EXHIBIT 1.3(a)(i)	—	Form of Parent Guaranty
EXHIBIT 1.3(a)(ii)	—	Form of Subsidiary Guaranty
EXHIBIT 1.3(c)	—	Form of Intercreditor Agreement
EXHIBIT 4.4(a)	—	Form of Opinion of Special Counsel for the Company
EXHIBIT 4.4(b)	—	Form of Opinion of Special Counsel to the PurchasersUNITED STATIONERS SUPPLY CO.

UNITED STATIONERS INC.
One Parkway North Blvd., Suite 100
Deerfield, IL 60015
Phone: 847-627-7000
Fax: 847-627-7001

$1,000,000,000 Aggregate Principal Amount

Secured Senior Notes Issuable in Series

Initial Issuance of

$135,000,000 Floating Rate Secured Senior Notes

Series 2007-A, due October 15, 2014

Dated as of October 15, 2007

TO EACH OF THE PURCHASERS LISTED IN
THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

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:

1. AUTHORIZATION OF NOTES.

1.1 Description of Notes to be Issued.

The Company has authorized the issue and sale of $135,000,000 aggregate principal amount of its Floating Rate Secured Senior Notes, Series 2007-A, due October 15, 2014 (the “ Series 2007-A Notes”). The Series 2007-A Notes shall be substantially in the form set out in Exhibit 1.1, with such changes therefrom, if any, as may be approved by the Purchasers and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

1.2 Additional Series of Notes.

In addition to the issuance and sale of the Series 2007-A Notes, the Company may from time to time issue and sell one or more additional series of secured senior notes (the “Additional Notes” and together with the Series 2007-A Notes, the “Notes,” such term to include any such Notes issued in substitution therefor pursuant to Section 13 of this Agreement) pursuant

to this Agreement, provided that the aggregate principal amount of all Notes issued pursuant to this Agreement shall not exceed $1,000,000,000. Each series of Additional Notes will be issued pursuant to a supplement to this Agreement (each, a “Supplement”) in substantially the form of Exhibit 1.2, and will be subject to the following terms and conditions:

(a) the designation of each series of Additional Notes shall distinguish such series from the Notes of all other series;

(b) each series of Additional Notes may consist of different and separate tranches and may differ as to outstanding principal amounts, maturity dates, interest rates and premiums or make-whole amounts, if any, and price and terms of redemption or payment prior to maturity;

(c) all Notes issued under this Agreement, including pursuant to any Supplement, shall rank pari passu with each other and Indebtedness outstanding under the Credit Agreement;

(d) each series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory or optional prepayments, if any, on the dates and with the make-whole amounts, premiums or breakage amounts, if any, as are provided in the Supplement under which such Additional Notes are issued, and shall have such additional or different conditions precedent to closing and such additional or different representations and warranties or other terms and provisions as shall be specified in such Supplement; and

(e) except to the extent provided in foregoing clause (d), all of the provisions of this Agreement shall apply to all Additional Notes.

1.3 Security for the Notes.

(a) Guarantees . The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement will be guaranteed by (i) the Parent pursuant to the Parent Guaranty in substantially the form of the attached Exhibit 1.3(a)(i), as it hereafter may be amended or supplemented from time to time (the “Parent Guaranty”) and (ii) all current Domestic Subsidiaries of the Parent and any Domestic Subsidiary that in the future becomes a borrower or guarantor of Indebtedness in respect of the Credit Agreement (each, a “Subsidiary Guarantor”), other than, in each case, the Company and any existing or future SPV, pursuant to the Subsidiary Guaranty in substantially the form of the attached Exhibit 1.3(a)(ii), as it hereafter may be amended or supplemented from time to time (the “Subsidiary Guaranty”).

(b) Collateral . The Notes and Indebtedness under the Credit Agreement will be ratably secured by a Lien on certain assets of the Company and the Subsidiary Guarantors pursuant to the Collateral Documents.

(c) Intercreditor Agreement . The rights of the holders of the Notes and the banks party to the Credit Agreement to proceeds of collateral will be governed by the

Intercreditor Agreement in substantially the form of Exhibit 1.3(c), as it hereafter may be amended or supplemented from time to time (the “Intercreditor Agreement”).

1.4 Floating Interest Rate Provisions for Floating Rate Notes.

(a) Adjusted LIBOR Rate . “Adjusted LIBOR Rate” means, for each Interest Period, the rate per annum equal to LIBOR for such Interest Period plus, in the case of the Series 2007-A Notes, 1.30% and, in the case of the Additional Notes that are floating rate Notes, the percentage applicable to such series or tranche of floating rate Notes as set forth in the Supplement under which such Additional Notes are issued. For purposes of determining Adjusted LIBOR Rate, the following terms have the following meanings:

“LIBOR” means, for any Interest Period, the rate per annum (rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for deposits in U.S. Dollars for a 3-month period (or such other period as is specified in the applicable Supplement) that appears on the Bloomberg Financial Markets Service Page BBAM-1 (or if such page is not available, the Reuters Screen LIBO Page) as of 11:00 a.m. (London, England time) on the date two Business Days before the commencement of such Interest Period (or three Business Days before the commencement of the first Interest Period).

“Reuters Screen LIBO Page” means the display designated as the “LIBO” page on the Reuters Monitory Money Rates Service (or such other page as may replace the LIBO page on that service) or such other service as may be nominated by the British Bankers’ Association as the information vendor for the purpose of displaying British Bankers’ Association Interest Settlement Rates for U.S. Dollar deposits.

(b) Determination of the Adjusted LIBOR Rate . The Adjusted LIBOR Rate shall be determined by the Company, and notice thereof shall be given to the holders of the applicable series or tranche of floating rate Notes, within two Business Days after the beginning of each Interest Period, together with (i) a copy of the relevant screen used for the determination of LIBOR, (ii) a calculation of the Adjusted LIBOR Rate for such Interest Period, (iii) the number of days in such Interest Period, (iv) the date on which interest for such Interest Period will be paid and (v) the amount of interest to be paid to each holder of Notes of such series or tranche on such date. If the holders of a majority in principal amount of the Notes of such series or tranche outstanding do not concur with such determination by the Company, as evidenced by a single written notice (such notice to include such holders’ determination of items (ii) through (iv) of the preceding sentence and a copy of the relevant screen used for the determination of LIBOR) delivered to the Company within 10 Business Days after receipt by such holders of the notice delivered by the Company pursuant to the immediately preceding sentence, the determination of the Adjusted LIBOR Rate shall be made by such holders of the Notes, and any such determination made in accordance with the provisions of this Agreement shall be conclusive and binding absent manifest error.

(c) Interest Period . “Interest Period” means for any series or tranche of floating rate Notes and for any period for which interest is to be calculated or paid, the period commencing on an interest payment date for such series or tranche of floating rate Notes, or on the date of Closing in the case of the first such period, and continuing up to, but not including, the next interest payment date.

2. SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to you and each of the other purchasers named in Schedule A (the “Other Purchasers”), and you and the Other Purchasers will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite your names in Schedule A at the purchase price of 100% of the principal amount thereof. Your obligation hereunder and the obligations of the Other Purchasers are several and not joint obligations and you shall have no obligation and no liability to any Person for the performance or non-performance by any Other Purchaser hereunder.

3. CLOSING.

The sale and purchase of the Series 2007-A Notes to be purchased by you and the Other Purchasers shall occur at the offices of Foley & Lardner LLP, 321 North Clark Street, Suite 2800, Chicago, Illinois 60610-4764, at 9:00 a.m., Chicago time, at a closing (each closing of the initial issuance of Notes hereunder, a “Closing”) on October 15, 2007 or on such other Business Day thereafter as may be agreed upon by the Company and you and the Other Purchasers. The date or time of the Closing may be changed to such other Business Day as may be agreed upon by the Company and the Purchasers. At the Closing, the Company will deliver to you the Series 2007-A Notes to be purchased by you in the form of a single Note (or such greater number of Notes in denominations of at least $500,000 as you may request) dated the date of such Closing and registered in your name (or in the name of your nominee), against delivery by you to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer for the account of the Company to account number 30290298 at Northern Trust Co., 50 S. LaSalle Street, Chicago, Illinois 60675, ABA number 071000152. If at the Closing the Company shall fail to tender such Notes to you as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to your reasonable satisfaction, you shall, at your election, be relieved of all further obligations under this Agreement, without thereby waiving any rights you may have by reason of such failure or such nonfulfillment.

4. CONDITIONS TO CLOSING.

Your obligation to purchase and pay for the Notes to be sold to you at the Closing is subject to the fulfillment to your reasonable satisfaction, prior to or at the Closing, of the following conditions:

4.1 Representations and Warranties.

The representations and warranties of the Parent and the Company in this Agreement shall be correct in all material respects (expect those representations and warranties that are qualified by materiality, which will be correct in all respects) when made and at the time of the Closing (it being understood that representations and warranties that speak as of a specific date or time need only be correct as of such date or time).

4.2 Performance; No Default.

The Parent and the Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by them prior to or at the Closing, and, after giving effect to the issue and sale of the Series 2007-A Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Parent nor any Subsidiary shall have entered into any transaction since the date of the Memorandum that would have been prohibited by Sections 10.6 or 10.10 had such Sections applied since such date.

4.3 Compliance Certificates.

(a) Officer’s Certificate . Each of the Parent and the Company shall have delivered to you an Officer’s Certificate, dated the date of Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

(b) Secretary’s Certificates . Each of the Parent, the Company and each Subsidiary Guarantor shall have delivered to you a certificate of its Secretary or an Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement.

4.4 Opinions of Counsel.

You shall have received opinions in form and substance reasonably satisfactory to you, dated the date of such Closing (a) from Mayer Brown LLP and Phelps Dunbar, L.L.P., counsel for the Parent and the Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as you or your counsel may reasonably request (and the Company instructs its counsel to deliver such opinion to you), and (b) from Foley & Lardner LLP, your special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as you may reasonably request.

4.5 Purchase Permitted By Applicable Law, etc.

On the date of the Closing, your purchase of Notes shall (i) be permitted by the laws and regulations of each jurisdiction to which you are subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (ii) not violate any applicable law or regulation (including, without limitation, Regulation U, T or X of

the Board of Governors of the Federal Reserve System) and (iii) not subject you to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by you, you shall have received an Officer’s Certificate certifying as to such matters of fact as you may reasonably specify to enable you to determine whether such purchase is so permitted.

4.6 Sale of Other Notes.

Contemporaneously with the Closing, the Company shall sell to the Other Purchasers and the Other Purchasers shall purchase the Notes to be purchased by them as specified in Schedule A.

4.7 Payment of Special Counsel Fees.

Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Closing the reasonable and properly documented fees, charges and disbursements of your special counsel to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Closing.

4.8 Private Placement Number.

Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained by Foley & Lardner LLP for the Series 2007-A Notes.

4.9 Changes in Corporate Structure.

Neither the Parent nor the Company shall have changed its jurisdiction of incorporation or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

4.10 Parent Guaranty.

The Parent shall have executed and delivered the Parent Guaranty and you shall have received an executed counterpart thereof.

4.11 Subsidiary Guaranty.

Each Subsidiary Guarantor shall have executed and delivered the Subsidiary Guaranty and you shall have received an executed counterpart thereof.

4.12 Collateral Documents.

Except for the documents permitted by Section 9.9 to be delivered after the Closing, each of the Parent, the Company, and each Subsidiary Guarantor shall have executed and delivered to the Collateral Agent each Collateral Document to which it is a party and you shall have received copies of the fully executed counterparts thereof.

4.13 Intercreditor Agreement.

The agent for the banks party to the Credit Agreement, you and the Other Purchasers shall have entered into the Intercreditor Agreement and you shall have received a fully executed counterpart thereof.

4.14 Funding Instructions.

At least three Business Days prior to the date of the Closing, you shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited.

4.15 Proceedings and Documents.

All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to you and your special counsel, and you and your special counsel shall have received all such counterpart originals or certified or other copies of such documents as you or they may reasonably request.

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Parent and the Company, jointly and severally, represent and warrant to you that:

5.1 Organization; Power and Authority.

Each of the Parent and the Company is a corporation duly incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Parent and the Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement, and the Notes (in the case of the Company) and the Parent Guaranty (in the case of the Parent) and to perform the provisions hereof and thereof.

Each Subsidiary Guarantor is duly organized and validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign organization and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Subsidiary Guarantor has the corporate or limited liability company power and authority to own or hold under lease the properties it purports to own or hold under lease, to

transact the business it transacts and proposes to transact, to execute and deliver the Subsidiary Guaranty and to perform the provisions hereof and thereof.

5.2 Authorization, etc.

This Agreement, the Collateral Documents to which the Company is a party and the Notes have been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

This Agreement and the Parent Guaranty have been duly authorized by all necessary corporate action on the part of the Parent, and this Agreement constitutes, and upon execution and delivery thereof the Parent Guaranty will constitute the legal, valid and binding obligation of the Parent, enforceable against the Parent in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

The Subsidiary Guaranty has been duly authorized by all necessary corporate or limited liability company action on the part of each Subsidiary Guarantor and upon execution and delivery thereof will constitute the legal, valid and binding obligation of each Subsidiary Guarantor, enforceable against each Subsidiary Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.3 Disclosure.

The Parent and the Company, through their agent, J.P. Morgan Securities Inc., have delivered to you and each Other Purchaser a copy of a Private Placement Memorandum, dated September 2007 (the “Memorandum”), relating to the transactions contemplated hereby. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Parent and its Subsidiaries. This Agreement, the Memorandum (including the Parent’s SEC filings referred to therein), the documents, certificates or other writings identified in Schedule 5.3 by or on behalf of the Parent in connection with the transactions contemplated hereby and the financial statements listed in Schedule 5.5, in each case, delivered to the Purchasers prior to September 26, 2007 (this Agreement, the Memorandum and such documents, certificates or other writings and such financial statements being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements

therein not misleading in light of the circumstances under which they were made; provided, that the Parent and the Company make no representation or warranty regarding the financial information for the twelve month period ended June 30, 2007 or the years ended December 31, 2004, 2003 and 2002 set forth in the Private Placement Memorandum. Except as disclosed in the Disclosure Documents, since December 31, 2006, there has been no change in the financial condition, operations, business or properties of the Parent or any Subsidiary except changes that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Parent or the Company that would reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.

5.4 Organization and Ownership of Shares of Subsidiaries.

(a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Parent’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Parent and each other Subsidiary and (ii) the Parent’s directors and senior officers.

(b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Parent or another Subsidiary (except as otherwise disclosed in Schedule 5.4) free and clear of any Lien, except Liens under the Collateral Documents.

(c) Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing or equivalent status under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d) No Subsidiary, other than an SPV, is a party to, or otherwise subject to any legal, regulatory, contractual or other restriction (other than this Agreement, the Credit Agreement, the agreements listed on Schedule 5.4 and customary limitations imposed by corporate or limited liability law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

5.5 Financial Statements; Material Liabilities.

The Parent has delivered to you and each Other Purchaser copies of the financial statements of the Parent and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Parent and its Subsidiaries as of the respective

dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Parent and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents or incurred in the ordinary course of business.

5.6 Compliance with Laws, Other Instruments, etc.

The execution, delivery and performance by the Company of this Agreement, the Collateral Documents to which it is a party and the Notes will not (i) contravene, result in any breach of, or constitute a default under, or, except for the Liens under the Collateral Documents, result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

The execution, delivery and performance by the Parent of this Agreement, the Collateral Documents to which it is a party and the Parent Guaranty will not (i) contravene, result in any breach of, or constitute a default under, or, except for the Liens under the Collateral Documents, result in the creation of any Lien in respect of any property of the Parent or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Parent or any Subsidiary is bound or by which the Parent or any Subsidiary or any of their respective properties may be bound, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Parent or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Parent or any Subsidiary.

The execution, delivery and performance by each Subsidiary Guarantor of the Subsidiary Guaranty and the Collateral Documents to which it is a party will not (i) contravene, result in any breach of, or constitute a default under, or, except as contemplated hereby, result in the creation of any Lien in respect of any property of such Subsidiary Guarantor under, any agreement, or corporate charter or by-laws, to which such Subsidiary Guarantor is bound or by which such Subsidiary Guarantor or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Subsidiary Guarantor or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Subsidiary Guarantor.

5.7 Governmental Authorizations, etc.

No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with: (i) the execution, delivery or performance by the Company of this Agreement, the Collateral Documents or the Notes, (ii) the execution, delivery or performance by the Parent of this Agreement, the Parent Guaranty or the Collateral Documents to which it is a party, or (iii) the execution, delivery or performance by each Subsidiary Guarantor of the Subsidiary Guaranty or the Collateral Documents to which it is a party, except for the filing of a Form 8-K with the SEC, any state blue sky laws, and, in the case of secured Notes, any filings required in connection with the perfection of security interests.

5.8 Litigation; Observance of Statutes and Orders.

(a) Except as disclosed in Schedule 5.8, there are no actions, suits, investigations or proceedings pending or, to the knowledge of the Parent threatened against or affecting the Parent or any Subsidiary or any property of the Parent or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(b) Neither the Parent nor any Subsidiary is in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including Environmental Laws and the USA Patriot Act) of any Governmental Authority, which default or violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

5.9 Taxes.

The Parent and its Subsidiaries have filed all Federal and other Material tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not, individually or in the aggregate, Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. Neither the Parent nor the Company know of any basis for any other tax or assessment that would reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Parent and its Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate and determined in accordance with GAAP. The Parent and its Subsidiaries changed the method of computing tax reserves and adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes , on January 1, 2007. The Federal income tax liabilities of the Parent and its Subsidiaries have been finally determined (whether by reason of completed audits

or the statute of limitations having run) for all Fiscal Years up to and including the Fiscal Year ended December 31, 2003.

5.10 Title to Property; Leases.

The Parent and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Parent or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business and except for minor defects in title that do not interfere with their ability to conduct their business as currently conducted), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

5.11 Licenses, Permits, etc.

(a) The Parent and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others, except for those conflicts that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(b) To the best knowledge of the Parent, no product of the Parent or any of its Subsidiaries infringes in any material respect any license, permit, franchise, authorization, patent, copyright, service mark, trademark, trade name or other right owned by any other Person.

(c) To the best knowledge of the Parent, there is no Material violation by any Person of any right of the Parent or any of its Subsidiaries with respect to any patent, copyright, service mark, trademark, trade name or other right owned or used by the Parent or any of its Subsidiaries.

5.12 Compliance with ERISA.

(a) The Parent and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as would not reasonably be expected to result in a Material Adverse Effect. Neither the Parent nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA (other than premiums due and not delinquent under section 4007 of ERISA) or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any such liability by the Parent or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Parent or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code or section 4068 of ERISA, other than, in each case such liabilities or Liens as would not be individually or in the aggregate Material.

(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by an amount that, individually, or in the aggregate for all Plans, is Material. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(c) The Parent and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

(d) The accumulated postretirement benefit obligation (determined as of the last day of the Parent’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Parent and its Subsidiaries has been disclosed in the most recent audited consolidated financial statements of the Parent and its Subsidiaries.

(e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Parent and the Company in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of your representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by you.

5.13 Private Offering by the Company.

None of the Parent, the Company or anyone acting on their behalf has offered the Notes, the Parent Guaranty, the Subsidiary Guaranty or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than you, the Other Purchasers and not more than 31 other Institutional Investors as defined in clause (c) of the definition of such term, each of which has been offered the Notes, the Parent Guaranty and the Subsidiary Guaranty at a private sale for investment. None of the Parent, the Company or anyone acting on their behalf has taken, or will take, any action that would subject the issuance or sale of the Notes, the Parent Guaranty or the Subsidiary Guaranty to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

5.14 Use of Proceeds; Margin Regulations.

Net proceeds from the sale of the Notes will be used to refinance existing Indebtedness as set forth in Schedule 5.14, and for general corporate purposes. No part of the proceeds from the sale of the Notes will be used, directly or indirectly, for the purpose of buying

or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company or the Parent in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 10% of the value of the consolidated assets of the Parent and its Subsidiaries and the Parent does not have any present intention that margin stock will constitute more than 10% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

5.15 Existing Indebtedness; Future Liens.

(a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Parent and its Subsidiaries as of August 31, 2007, since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent or its Subsidiaries. Neither the Parent nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Material Indebtedness of the Parent or any Subsidiary and no event or condition exists with respect to any Material Indebtedness of the Parent or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b) Except as disclosed in Schedule 5.15, neither the Parent nor any Subsidiary has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien not permitted by Section 10.4.

5.16 Foreign Assets Control Regulations, etc.

(a) Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

(b) Neither the Parent nor any Subsidiary (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) to the Parent’s knowledge, engages in any dealings or transactions with any such Person. The Parent and its Subsidiaries are in compliance, in all material respects, with the USA Patriot Act.

(c) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to the Parent.

5.17 Status under Certain Statutes.

Neither the Parent nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the ICC Termination Act, as amended, or the Federal Power Act, as amended.

5.18 Environmental Matters.

(a) Neither the Parent nor any Subsidiary has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Parent or any of its Subsidiaries or any of their respective real properties now owned, leased or operated by any of them or, to Parent’s knowledge, against any real properties formerly owned, leased or operated by any of them, or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as would not reasonably be expected to result in a Material Adverse Effect.

(b) Neither the Parent nor any Subsidiary has knowledge of any facts that would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as would not reasonably be expected to result in a Material Adverse Effect.

(c) Neither the Parent nor any Subsidiary has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them and has not disposed of any Hazardous Materials in a manner contrary to any Environmental Laws in each case in any manner that would reasonably be expected to result in a Material Adverse Effect.

(d) All buildings on all real properties now owned, leased or operated by the Parent or any Subsidiary are in compliance with applicable Environmental Laws, except where failure to comply would not reasonably be expected to result in a Material Adverse Effect.

6. REPRESENTATIONS OF THE PURCHASERS.

6.1 Purchase for Investment.

You represent that you are purchasing the Notes for your own account or for one or more separate accounts maintained by you or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of your or their property shall at all times be within your or their control. You understand that the Notes have not been registered under the Securities Act and may be resold or otherwise transferred only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes. You represent that you are an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of

Regulation D under the Securities Act acting for your own account (and not for the account of others) or as a fiduciary or agent for others (which others are also “accredited investors”).

6.2 Source of Funds.

You represent that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by you to pay the purchase price of the Notes to be purchased by you hereunder:

(a) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the National Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with your state of domicile; or

(b) the Source is a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of PTE 91-38 (issued July 12, 1991) and no employee benefit plan or group of plans maintained by the same employer or employee organization will, throughout your holding of the Notes, beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d) the Source constitutes assets of an “investment fund” (within the meaning of Part V of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, will, throughout your holding of the Notes, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(a), (c) and (g) of the QPAM Exemption are satisfied, the QPAM does not own a 10% or more interest in the Company and any person controlling or controlled by the QPAM (applying the definition of

“control” in Section V(e) of the QPAM Exemption) does not own a 20% or more interest in the Company; or

(e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the “INHAM Exemption”)) managed, throughout your holding of the Notes, by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, and neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(h) of the INHAM Exemption) owns, throughout your holding of the Notes, a 5% or more interest in the Company; or

(f) the Source is a governmental plan; or

(g) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee benefit plan”, “governmental plan” and “separate account” shall have the respective meanings assigned to such terms in Section 3 of ERISA.

7. INFORMATION AS TO PARENT.

7.1 Financial and Business Information.

The Parent will deliver to each holder of Notes that is an Institutional Investor:

(a) Quarterly Statements — within 60 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Parent’s Quarterly Report on Form 10-Q (“Form 10-Q”) with the SEC regardless of whether the Parent is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Parent (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

(i) a consolidated balance sheet, to include the Parent and its Subsidiaries, as at the end of such quarter,

(ii) consolidated statements of income, to include the Parent and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, and

(iii) consolidated statements of cash flows, to include the Parent and its Subsidiaries, for such quarter or (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth, in case of clauses (ii) and (iii), in comparative form the figures for the corresponding periods in the previous fiscal year, and in each case in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally,

and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments and the absence of footnotes, provided that delivery within the time period specified above of copies of the Parent’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a);

(b) Annual Statements — within 120 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Parent’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Parent is subject to the filing requirements thereof) after the end of each fiscal year of the Parent, duplicate copies of

(i) a consolidated balance sheet, to include the Parent and its Subsidiaries, as at the end of such year, and

(ii) consolidated statements of income, changes in stockholders’ equity and cash flows, to include the Parent and its Subsidiaries, for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall be to the effect that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit has been conducted in accordance with the standards of the Public Company Accounting Oversight Board, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Form 10-K for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b);

(c) SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Parent or any Subsidiary to its public securities holders generally and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Parent or any Subsidiary with the SEC;

(d) Notice of Default or Event of Default — promptly, and in any event within five Business Days after a Responsible Officer obtains actual knowledge of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Parent is taking or proposes to take with respect thereto;

(e) ERISA Matters — promptly, and in any event within five Business Days after a Responsible Officer obtains actual knowledge of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Parent or an ERISA Affiliate proposes to take with respect thereto:

(i) with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or

(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Parent or any ERISA Affiliate of a notice from a Multiemployer Plan to which the Parent or any ERISA Affiliate has a contribution obligation that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii) any event, transaction or condition that would result in the incurrence of any liability by the Parent or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Parent or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect;

(f) Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Parent or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that would reasonably be expected to have a Material Adverse Effect;

(g) Supplements — promptly and in any event within 10 Business Days after the execution and delivery of any Supplement, a copy thereof;

(h) Amendments of Credit Agreement — promptly and in any event within 10 Business Days after the execution and delivery of any amendment or other modification of the Credit Agreement (including termination thereof) that affects Section 10.1, 10.2 or 10.8, including any defined term used therein, a copy thereof; and

(i) Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Parent or any of its Subsidiaries (including actual copies of the Parent’s Forms 10-Q and Forms 10-K) or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes.

7.2 Officer’s Certificate.

Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) will be accompanied by a certificate of a Senior Financial Officer setting forth:

(a) Covenant Compliance — the information (including supporting calculations) required in order to establish whether the Parent was in compliance with the requirements of Section 10.1 through Section 10.8, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and

(b) Event of Default — a statement that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Parent and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including any such event or condition resulting from the failure of the Parent or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Parent shall have taken or proposes to take with respect thereto.

7.3 Electronic Delivery.

Financial statements, opinions of independent certified public accountants, other information and officers’ certificates required to be delivered by the Parent pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if (i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related certificate satisfying the requirements of Section 7.2 are delivered to you and each other holder of Notes by e-mail, (ii) the Parent shall have timely filed such Form 10-Q or Form 10-K, satisfying the requirements of Section 7.1(a) or (b) as the case may be, with the SEC on “EDGAR” and shall have made such Form and the related certificate satisfying the requirements of Section 7.2 available on its home page on the worldwide web (at the date of this Agreement located at http://www.unitedstationers.com), (iii) such financial statements satisfying the requirements of Section 7.1(a) or (b) and related certificate satisfying the requirements of Section 7.2 are timely posted by or on behalf of the Parent on IntraLinks or on any other similar website to which each holder of Notes has free access or (iv) the Parent shall have filed any of the items referred to in Section 7.1(c) with the SEC on “EDGAR” and shall have made such items available on its home page on the worldwide web or if any of such items are timely posted by or on behalf of the Parent on IntraLinks or on any other similar website to which each holder of Notes has free access; provided however, that in the case of any of clause (i), (ii), (iii) or (iv), upon request of any holder, the Parent will thereafter deliver written copies of such forms, financial statements and certificates to such holder.

7.4 Visitation.

The Parent shall permit the representatives of each holder of Notes that is an Institutional Investor:

(a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Parent, to visit the principal executive office of the Parent and the Company during normal business hours not more than one time per calendar year, to discuss the affairs, finances and accounts of the Parent and its Subsidiaries with the Parent’s officers, and (with the consent of the Parent, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent and each Subsidiary; and

(b) Default — if a Default or Event of Default then exists, at the expense of the Parent or the Company, to visit and inspect any of the offices or properties of the Parent or any Subsidiary during normal business hours, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Parent authorizes said accountants to discuss the affairs, finances and accounts of the Parent and its Subsidiaries), all at such times and as often as may be requested.

8. PREPAYMENT OF THE NOTES.

8.1 Required Prepayments.

No regularly scheduled prepayments are due on the Series 2007-A Notes prior to their stated maturity.

8.2 Optional Prepayments.

(a) Floating Rate Notes . The Series 2007-A Notes are not subject to prepayment prior to October 15, 2009. On or after October 15, 2009, the Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, one or more series or tranches of floating rate Notes, including the Series 2007-A Notes, in an amount not less than $2,000,000 in the aggregate in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus, if such prepayment is to occur on any date other than an interest payment date, the LIBOR Breakage Amount determined for the prepayment date with respect to such principal amount. The terms on which floating rate Notes of any other series or tranche may be prepaid at the option of the Company will be set forth in the Supplement pursuant to which such Notes are issued. The Company will give each holder of each series or tranche of fixed rate Notes to be prepaid written notice of each optional prepayment under this Section 8.2(a) not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of each series or tranche of floating rate Notes to be prepaid on such date, the principal amount of each floating rate Note held by such holder to be prepaid

(determined in accordance with Section 8.4), the interest to be paid on the prepayment date with respect to such principal amount being prepaid and the amount of any prepayment premium.

(b) Fixed Rate Notes . The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, one or more series or tranches of fixed rate Notes in an amount not less than $2,000,000 in the aggregate in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of each series or tranche of fixed rate Notes to be prepaid written notice of each optional prepayment under this Section 8.2(b) not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of each series or tranche of fixed rate Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the series or tranche of fixed rate Notes being prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

(c) Notwithstanding the foregoing provisions of this Section 8.2 or any provision of any Supplement, the Company shall not give notice of optional prepayment at any time a Default has occurred and is continuing unless the principal amount of the Notes to be prepaid shall be allocated among all of the Notes of all series and tranches at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

8.3 Mandatory Offer to Prepay Upon Change of Control.

(a) Notice of Change of Control or Control Event — The Company will, within five Business Days after any Responsible Officer obtains actual knowledge of the occurrence of any Change of Control or Control Event, give notice of such Change of Control or Control Event to each holder of Notes unless notice in respect of such Change of Control (or the Change of Control contemplated by such Control Event) shall have been given pursuant to paragraph (b) of this Section 8.3. If a Change of Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in paragraph (c) of this Section 8.3 and shall be accompanied by the certificate described in paragraph (g) of this Section 8.3.

(b) Condition to Company Action — The Company will not take any action that consummates or finalizes a Change of Control unless (i) at least 15 Business Days prior to such action it shall have given to each holder of Notes written notice containing

and constituting an offer to prepay Notes accompanied by the certificate described in paragraph (g) of this Section 8.3, and (ii) subject to the provisions of paragraph (d) below, contemporaneously with such action, it prepays all Notes required to be prepaid in accordance with this Section 8.3.

(c) Offer to Prepay Notes — The offer to prepay Notes contemplated by paragraphs (a) and (b) of this Section 8.3 shall be an offer to prepay, in accordance with and subject to this Section 8.3, all, but not less than all, of the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). If such Proposed Prepayment Date is in connection with an offer contemplated by paragraph (a) of this Section 8.3, such date shall be not less than 30 days and not more than 60 days after the date of such offer.

(d) Acceptance; Rejection — A holder of Notes may accept the offer to prepay made pursuant to this Section 8.3 by causing a notice of such acceptance to be delivered to the Company on or before the date specified in the certificate described in paragraph (g) of this Section 8.3. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.3, or to accept an offer as to all of the Notes held by the holder, within such time period shall be deemed to constitute rejection of such offer by such holder.

(e) Prepayment — Prepayment of the Notes to be prepaid pursuant to this Section 8.3 shall be at 100% of the principal amount of such Notes, together with interest on such Notes accrued to but excluding the date of prepayment and shall not require the payment of any Make-Whole Amount, prepayment premium or LIBOR Breakage Amount. The prepayment shall be made on the Proposed Prepayment Date except as provided in paragraph (f) of this Section 8.3.

(f) Deferral Pending Change of Control — The obligation of the Company to prepay Notes pursuant to the offers required by paragraphs (a) and (b) and accepted in accordance with paragraph (d) of this Section 8.3 is subject to the occurrence of the Change of Control in respect of which such offers and acceptances shall have been made. In the event that such Change of Control does not occur on or prior to the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change of Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change of Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change of Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.3 in respect of such Change of Control shall be deemed rescinded). Notwithstanding the foregoing, in the event that the prepayment has not been made within 90 days after such Proposed Prepayment Date by virtue of the deferral provided for in this Section 8.3(f), the Company shall make a new offer to prepay in accordance with paragraph (c) of this Section 8.3.

(g) Officer’s Certificate — Each offer to prepay the Notes pursuant to this Section 8.3 shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying: (i) the Proposed Prepayment Date, (ii) that such offer is made pursuant to this Section 8.3, (iii) the principal amount of each Note offered to be prepaid, (iv) the interest that would be due on each Note offered to be prepaid, accrued to but excluding the Proposed Prepayment Date, (v) that the conditions of this Section 8.3 have been fulfilled, (vi) in reasonable detail, the nature and date or proposed date of the Change of Control and (vii) the date by which any holder of a Note that wishes to accept such offer must deliver notice thereof to the Company, which date shall not be earlier than three Business Days prior to the Proposed Prepayment Date or, in the case of a prepayment pursuant to Section 8.3(b), the date of the action referred to in Section 8.3(b)(i).

8.4 Allocation of Partial Prepayments.

In the case of each partial prepayment of Notes of a series or tranche pursuant to Section 8.2(a) or (b), the principal amount of the Notes of the series or tranche to be prepaid shall be allocated among all of the Notes of such series or tranche at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

8.5 Maturity; Surrender, etc.

In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment (subject to Section 8.3(f)), together with interest on such principal amount accrued to but excluding such date and, in the case of prepayment pursuant to Section 8.2, the applicable Make-Whole Amount, if any, prepayment premium, if any, and, if the Notes are to be prepaid other than on an interest payment date, LIBOR Breakage Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, prepayment premium, if any, or LIBOR Breakage Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full, after such payment, shall be surrendered to the Company and canceled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

8.6 Purchase of Notes.

The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment or prepayment of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

8.7 Make-Whole Amount.

“Make-Whole Amount” means, with respect to any fixed rate Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“Called Principal” means, with respect to any fixed rate Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

“Discounted Value” means, with respect to the Called Principal of any fixed rate Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any fixed rate Note, .50% (or such other percentage as may be specified in the applicable Supplement) over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1 on Bloomberg Financial Markets (“Bloomberg”) or, if Page PX1 (or its successor screen on Bloomberg) is unavailable, the Telerate Access Service screen which corresponds most closely to Page PX1 for the most recently issued actively traded on-the-run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the actively traded U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

“Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date

with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any fixed rate Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Notes, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1.

“Settlement Date” means, with respect to the Called Principal of any fixed rate Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

8.8 LIBOR Breakage Amount.

The term “LIBOR Breakage Amount” means any loss, cost or expense (other than lost profits and taxes) reasonably and actually incurred by any holder of a floating rate Note as a result of any payment or prepayment of such Note (whether voluntary, mandatory, automatic, by reason of acceleration or otherwise, but excluding mandatory prepayments pursuant to Section 8.3) on a day other than an interest payment date or at scheduled maturity thereof, arising from the liquidation or reemployment of funds obtained by such holder or from fees payable to terminate the deposits from which such funds were obtained. Any such loss, cost or expense shall be limited to the time period from the date of such prepayment through the earlier of the next interest payment date or the maturity of such floating rate Note. Each holder of a floating rate Note shall determine the LIBOR Breakage Amount with respect to the principal amount of its floating rate Notes then being paid or prepaid (or required to be paid or prepaid) by written notice to the Company setting forth such determination in reasonable detail not less than two Business Days prior to the date of prepayment. Each such determination shall be conclusive absent manifest error.

9. AFFIRMATIVE COVENANTS.

The Parent and the Company, jointly and severally, covenant that so long as any of the Notes are outstanding:

9.1 Compliance with Law.

Without limiting Section 10.11, the Parent and the Company will, and the Parent will cause each Subsidiary to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including ERISA, the USA Patriot Act and Environmental Laws, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to

ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.2 Insurance.

The Parent and the Company will, and the Parent will cause each Subsidiary to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if appropriate reserves are maintained with respect thereto) as is reasonably prudent in light of the businesses in which the Parent and the Subsidiaries are engaged.

9.3 Maintenance of Properties.

The Parent and the Company will, and the Parent will cause each Subsidiary to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Parent or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Parent has concluded that such discontinuance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.4 Payment of Taxes and Claims.

The Parent and the Company will, and the Parent will cause each Subsidiary to, file all Federal and other Material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Parent or any Subsidiary, provided that neither the Parent nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Parent or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Parent or such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Parent or such Subsidiary or (ii) the nonpayment of all such taxes, assessments and claims in the aggregate would not reasonably be expected to have a Material Adverse Effect.

9.5 Corporate Existence, etc.

Subject to Section 10.6, each of the Parent and the Company will at all times preserve and keep in full force and effect its corporate existence. Subject, as to any Subsidiary other than the Company, to Sections 10.6 and 10.7, the Parent will at all times preserve and keep in full force and effect the corporate (or, as applicable, limited liability company) existence of

each Subsidiary (unless merged into the Parent or a Wholly Owned Subsidiary) and all rights and franchises of the Parent and its Subsidiaries unless, in the good faith judgment of the Parent, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.6 Books and Records.

The Parent and the Company will, and the Parent will cause each Subsidiary to, maintain proper books of record and account in conformity in all material respects with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Company or such Subsidiary, as the case may be.

9.7 Subsidiary Guaranty; Release of Subsidiary Guarantors; Release of Collateral.

(a) Subsidiary Guarantors . The Parent will cause each Domestic Subsidiary other than the Company that, on or after the date of the Closing, is or becomes a borrower or guarantor of Indebtedness in respect of the Credit Agreement, on the date of the Closing or within 10 Business Days of its thereafter becoming a co-obligor, borrower or a guarantor of Indebtedness in respect of the Credit Agreement to execute and deliver or become a party to the Subsidiary Guaranty, and shall deliver to each holder of Notes:

(i) an executed counterpart of the Subsidiary Guaranty, or, if the Subsidiary Guaranty has been previously executed and delivered, an executed counterpart of a Joinder thereto;

(ii) copies of such directors’ or other authorizing resolutions, charter, bylaws and other constitutive documents of such Subsidiary as the Required Holders may reasonably request; and

(iii) an opinion of counsel reasonably satisfactory to the Required Holders covering the authorization, execution, delivery, compliance with law, no conflict with other documents, no consents and enforceability of the Subsidiary Guaranty against such Subsidiary in form and substance reasonably satisfactory to the Required Holders.

(b) Release of Subsidiary Guarantor . Each holder of a Note fully releases and discharges from the Subsidiary Guaranty each Subsidiary Guarantor, immediately and without any further act, upon such Subsidiary Guarantor being released and discharged as a co-obligor, borrower or guarantor under and in respect of the Credit Agreement; provided that (i) no Default or Event of Default exists or will exist immediately following such release and discharge; and (ii) at the time of such release and discharge, the Company delivers to each holder of Notes a certificate of a Responsible Officer certifying (x) that such Subsidiary Guarantor has been or is being released and discharged as a co-obligor, borrower or guarantor under and in respect of the Credit Agreement and (y) as to the matters set forth in clause (i). Any outstanding Indebtedness of a Subsidiary

Guarantor shall be deemed to have been incurred by such Subsidiary Guarantor as of the date it is released and discharged from the Subsidiary Guaranty.

(c) Release of Collateral . Each holder of Notes fully releases the interest of the holders in any collateral under the Collateral Documents upon the release of such collateral by the holders of Indebtedness under the Credit Agreement and any other parties to the Intercreditor Agreement; provided that (i) no Default or Event of Default exists or will exist immediately following such release; (ii) if any fee or other consideration is paid or given to any holder of Indebtedness under the Credit Agreement as consideration for such release, other than the repayment of all or a portion of such Indebtedness under such Credit Agreement, together with accrued interest thereon and other amounts with respect to such Indebtedness, each holder of a Note receives equivalent consideration on a pro rata basis; and (iii) at the time of such release and discharge, the Company delivers to each holder of Notes a certificate of a Responsible Officer certifying (x) that such collateral has been or is being released by the holders of Indebtedness under the Credit Agreement and any other parties to the Intercreditor Agreement and (y) as to the matters set forth in clause (i).

9.8 Pari Passu Ranking.

The Indebtedness evidenced by the Notes will, upon issuance of the Notes, and will continue to, at all times until payment in full of the Notes, rank at least pari passu in right of payment, without preference or priority, with all of the Company’s other outstanding secured and unsubordinated obligations, except for those obligations that are mandatorily afforded priority by operation of law (and not by contract).

9.9 Mortgages.

The Parent and the Company will, and will cause each Subsidiary Guarantor to, execute and deliver to the Collateral Agent, not later than 30 days after the date of Closing, an amendment to, or a restatement and amendment of, each mortgage on real property constituting part of the Collateral to which it is a party and any ancillary or related documents that they have not provided at the Closing, including either a date down endorsement to each title insurance policy insuring such mortgage or a new title insurance policy insuring such mortgage and as soon as practicable thereafter will deliver a copy of each such executed amendment or amendment and restatement and each such endorsement or policy to each of you and your special counsel.

10. NEGATIVE COVENANTS.

The Parent and the Company covenant that so long as any of the Notes are outstanding:

10.1 Leverage Ratio.

The Parent and the Company will not permit the ratio (the “Leverage Ratio”), determined as of the end of each of its Fiscal Quarters, of Consolidated Funded Indebtedness to Consolidated EBITDA for the then most recently completed four Fiscal Quarters to exceed 3.25

to 1.00; provided, however, that (i) if at any time the maximum leverage ratio under the Credit Agreement is higher than 3.25 to 1.00, the Leverage Ratio under this Agreement shall be the same as the level under the Credit Agreement, up to a maximum of 3.50 to 1.00, and (ii) if the Credit Agreement is terminated, the Leverage Ratio under this Agreement shall be 3.50 to 1.00.

10.2 Minimum Consolidated Net Worth.

The Parent and the Company will not, at any time, permit Consolidated Net Worth to be less than (i) $550,000,000 (or (A) such lesser amount that is set forth in the corresponding provision of the Credit Agreement (but not less than $500,000,000), or (B) in the event the Credit Agreement is terminated and not replaced by a successor Credit Agreement, $500,000,000) minus (ii) amounts expended by the Parent on or after July 1, 2007 in connection with repurchases or redemptions of its capital stock plus (iii) 50% of Consolidated Net Income (if positive) earned in each Fiscal Quarter beginning with the Fiscal Quarter ended June 30, 2007, plus (iv) 50% of the net cash proceeds resulting from issuances of the Parent’s or any Subsidiary’s Capital Stock from and after the date of the Closing of the issuance of the Series 2007-A Notes.

10.3 Priority Debt.

The Parent will not at any time permit Priority Debt to exceed 10% of Consolidated Total Assets as of the end of the most recently completed Fiscal Quarter.

10.4 Liens.

The Parent and Company will not, and the Parent will not permit any Subsidiary to, create, incur or suffer to exist any Lien on its properties or assets, including capital stock, whether now owned or hereafter acquired, except:

(a) Liens under the Collateral Documents;

(b) Liens for taxes, assessments or governmental charges or levies not then due and delinquent or the nonpayment of which is permitted by Section 9.4;

(c) Liens imposed by law, such as landlords’, wage earners’, carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 45 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;

(d) Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation;

(e) Liens existing as of the Closing of the sale of the Series 2007-A Notes;

(f) Deposits securing liability to insurance carriers under insurance or self-insurance arrangements;

(g) Deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(h) Easements, reservations, rights-of-way, restrictions, survey exceptions and other similar encumbrances and minor title imperfections as to real property of the Parent, the Company and the Subsidiaries which, in the aggregate, are not Material in amount and that do not materially interfere with the ordinary conduct of the business of the Parent, the Company or such Subsidiary conducted at the property subject thereto;

(i) Liens arising by reason of any judgment, decree or order of any court or other governmental authority, but only to the extent and for an amount and for a period not resulting in an Event of Default under Section 11(i);

(j) Liens arising in connection with a Receivables Purchase Facility;

(k) Liens existing on any asset of any Subsidiary of the Company at the time such Subsidiary becomes a Subsidiary and not created in contemplation of such event;

(l) Liens on any asset securing Indebtedness incurred or assumed for the purpose of financing or refinancing all or any part of the cost of acquiring or constructing such asset; provided that such Lien attaches to such asset concurrently with or within six (6) months after the acquisition or completion or construction thereof;

(m) Liens existing on any asset of any Subsidiary of the Company at the time such Subsidiary is merged or consolidated with or into the Company or any other Subsidiary and not created in contemplation of such event;

(n) Liens existing on any specific fixed asset prior to the acquisition thereof by the Company or any Subsidiary and not created in contemplation thereof; provided that such Liens do not encumber any other property or assets, other than improvements thereon and proceeds thereof;

(o) Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted under paragraphs (e) and (k) through (n) of this Section 10.4; provided that (i) such Indebtedness is not secured by any additional assets, other than improvements thereon and proceeds thereof, and (ii) the amount of such Indebtedness secured by any such Lien is not increased;

(p) Liens securing Permitted Purchase Money Indebtedness; provided that such Liens shall not apply to any property of the Parent, the Company or any Subsidiary other than that purchased with the proceeds of such Permitted Purchase Money Indebtedness other than improvements thereon and proceeds thereof;

(q) Liens in respect of Capital Lease Obligations and Liens arising under any equipment, furniture or fixtures leases or property consignments to the Parent, the Company or any Subsidiary for which the filing of a precautionary financing statement is permitted under the Collateral Documents;

(r) Licenses, leases or subleases granted to others in the ordinary course of business that do not materially interfere with the conduct of the business of the Parent, the Company and the Subsidiaries taken as a whole;

(s) Statutory and contractual landlords’ Liens under leases to which the Parent, the Company or any Subsidiary is a party;

(t) Liens in favor of a banking institution or securities intermediary arising as a matter of applicable law encumbering deposits (including the right of set-off) or financial assets held by such banking institutions or securities intermediaries incurred in the ordinary course of business and which are within the general parameters customary in the banking industry or securities industry;

(u) Liens in favor of customs and revenue authorities arising as a matter of applicable law to secure the payment of customs’ duties in connection with the importation of goods;

(v) Any interest or title of a lessor, sublessor, licensee or licensor under any lease or license agreement not prohibited by this Agreement;

(w) Liens encumbering cash deposits in an amount not to exceed the greater of (i) $30,000,000 or (ii) 2% of Consolidated Total Assets to secure Permitted Customer Financing Guarantees;

(x) Liens on shares of the Parent’s Capital Stock that have been repurchased by the Parent and held in treasury; and

(y) Liens securing Indebtedness not otherwise permitted by paragraphs (a) through (x) of this Section 10.4, provided that Priority Debt does not when incurred exceed 10% of Consolidated Total Assets as of the end of the most recently completed Fiscal Quarter.

10.5 Subsidiary Indebtedness

The Parent will not at any time permit any Subsidiary, other than the Company or an SPV, to, directly or indirectly, create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness other than:

(a) Indebtedness of a Subsidiary that is a Guarantor of the Notes under the Subsidiary Guaranty;

(b) Indebtedness of a Subsidiary outstanding on the date of Closing that is listed and described in Schedule 10.5 and any extension, refinancing, renewal or refunding thereof; provided that there is no increase in the principal amount of such Indebtedness (plus accrued interest and any applicable premium and associated fees and expenses);

(c) Indebtedness of a Subsidiary owed to the Company or a Wholly Owned Subsidiary;

(d) Indebtedness of a Person outstanding at the time such Person becomes a Subsidiary, provided that (i) such Indebtedness shall not have been incurred in contemplation of such Person becoming a Subsidiary and (ii) immediately after such Person becomes a Subsidiary, no Default of Event of Default shall exist, and any extension, refinancing, renewal or refunding thereof; provided that there is no increase in the principal amount of such Indebtedness (plus accrued interest and any applicable premium and associated fees and expenses);

(e) Indebtedness arising under Rate Management Transactions;

(f) Amounts owing under Receivables Purchase Facilities; and

(g) Indebtedness of a Subsidiary not otherwise permitted by paragraphs (a) through (f) of this Section 10.5, provided that immediately before and after giving effect thereto and to the application of the proceeds thereof and the concurrent retirement of any other Indebtedness,

(i) no Default or Event of Default exists, and

(ii) Priority Debt does not exceed 10% of Consolidated Total Assets as of the end of the most recently completed Fiscal Quarter.

10.6 Mergers, Consolidations, etc.

The Parent and the Company will not consolidate with or merge with any other Person or convey, transfer, sell or lease all or substantially all of its assets in a single transaction or series of transactions to any Person except that:

(a) the Company may consolidate or merge with the Parent or convey, transfer, sell or lease all or substantially all of its assets in a single transaction or series of transactions to the Parent, provided that the Parent is the successor or survivor;

(b) each of the Parent and the Company may consolidate or merge with any other Person or convey, transfer, sell or lease all or substantially all of its assets in a single transaction or series of transactions to any Person, provided that

(i) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer, sale or lease all or substantially all of the assets of the Parent or the Company as an entirety, as the case may be, is a solvent corporation or limited liability company organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Parent or the Company is not such successor or survivor, such corporation or limited liability company (1) shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement

and, in the case of the Parent, the Parent Guaranty and, in the case of the Company, the Notes, and (2) shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized counsel or other counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; and

(ii) after giving effect to such transaction, no Default or Event of Default shall exist.

No such conveyance, transfer, sale or lease of all or substantially all of the assets of the Parent or the Company shall have the effect of releasing the Parent or the Company or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.6 from its liability under this Agreement, the Collateral Documents, the Parent Guaranty, in the case of the Parent, or the Notes, in the case of the Company.

10.7 Sale of Assets.

Except as permitted by Section 10.6, the Parent will not, and will not permit any Subsidiary to, sell, lease, transfer or otherwise dispose of, including by way of merger (collectively a “Disposition”), any assets, in one or a series of transactions, to any Person, other than:

(a) Dispositions in the ordinary course of business;

(b) Dispositions by a Subsidiary to the Parent or a Wholly Owned Subsidiary or by the Parent to a Wholly Owned Subsidiary;

(c) Dispositions pursuant to the Receivables Purchase Documents in connection with Receivables Purchase Facilities;

(d) Dispositions of cash equivalent investments;

(e) Dispositions not otherwise permitted by paragraphs (a) through (d) of this Section 10.7 provided that:

(i) in the good faith opinion of the Parent, the Disposition is in exchange for consideration having a fair market value at least equal to that of the property exchanged and is in the best interest of the Parent or such Subsidiary;

(ii) immediately after giving effect to the Disposition, no Default or Event of Default shall exist; and

(iii) immediately after giving effect to the Disposition, the aggregate net book value of all assets that were the subject of any Disposition pursuant to this paragraph (e) occurring in the then current Fiscal Year would not exceed 15% of Consolidated Total Assets as of the last day of the most recently ended Fiscal Year of the Parent.

Notwithstanding the foregoing, the Parent may, or may permit a Subsidiary to, make a Disposition and the assets subject to such Disposition shall not be subject to or included in the foregoing limitation and computation contained in paragraph (e)(iii) of the preceding sentence if, within 365 days of such Disposition, an amount equal to the net proceeds from such Disposition is:

(A) reinvested in assets used or useful in the existing business of the Parent or a Subsidiary; or

(B) the net proceeds from such Disposition are applied to the payment or prepayment of the Notes or any other outstanding Indebtedness of the Parent or any Subsidiary ranking pari passu with or senior to the Notes (other than Indebtedness in respect of any revolving credit or similar credit facility providing the Company or any Subsidiary with the right to obtain loans or other extensions of credit from time to time, except to the extent that in connection with such payment of Indebtedness the availability of credit under such credit facility is reduced by an amount not less than the amount of such proceeds applied to the payment of such Indebtedness).

For purposes of foregoing clause (B), if the Company elects to pay or prepay the Notes, the Company shall offer to prepay (on a Business Day not less than 30 or more than 60 days following such offer) the Notes, on a pro rata basis with any such other Indebtedness ranking pari passu with the Notes, at a price of 100% of the principal amount of the Notes to be prepaid (without any Make-Whole Amount or LIBOR Breakage Amount) together with interest accrued to but excluding the date of prepayment; provided that if any holder of the Notes declines or rejects such offer, the proceeds that would have been paid to such holder shall be offered pro rata to the other holders of the Notes that have accepted the offer. A failure by a holder of Notes to respond in writing not later than 10 Business Days prior to the proposed prepayment date to an offer to prepay made pursuant to this Section 10.7 shall be deemed to constitute a rejection of such offer by such holder. Solely for the purposes of foregoing clause (B), whether or not such offers are accepted by the holders, the entire principal amount of the Notes subject to such offer to prepay shall be deemed to have been prepaid.

10.8 Restriction on Dividends and Other Distributions.

The Parent and the Company will not, nor will they permit any Subsidiary to, declare or pay any dividend or make any distribution on its Capital Stock (other than dividends payable in its own Capital Stock) or redeem, repurchase or otherwise acquire or retire any of its Capital Stock at any time outstanding, except that (i) any Subsidiary of the Company may declare and pay dividends and make distributions to the Company or to any other Subsidiary of the Company, (ii) any Subsidiary of the Company which is not a Wholly Owned Subsidiary may pay dividends to its shareholders generally so long as the Company or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such dividends receives at least its proportionate share thereof, (iii) the Company may declare and pay dividends and make distributions to the Parent to enable the Parent to, and the Parent may, (a) pay any income, franchise or like taxes, (b) pay its operating expenses (including, without limitation, legal, accounting, reporting, listing and similar expenses) in an aggregate amount not exceeding $5,000,000 in any Fiscal Year (excluding in any event non-cash charges related to employee

compensation or compensation to non-executive members of the Parent’s board of directors) and (c) so long as no Default shall be continuing or result therefrom, repurchase its common stock and warrants and/or redeem or repurchase vested management options, in each case, from directors, officers and employees of the Parent and its Subsidiaries, and (iv) so long as no Default shall be continuing or result therefrom, the Company may make distributions to the Parent and the Parent may redeem, repurchase, acquire or retire an amount of its Capital Stock or warrants or options therefor, or declare and pay any dividend or make any distribution on its Capital Stock (all such actions under this clause (iv) collectively, “Distributions”), (a) if at the time of making such Distribution the Leverage Ratio (calculated on a pro forma basis giving effect to any acquisition since the end of the most recently ended Fiscal Quarter, such Distribution and any Indebtedness incurred in connection therewith) is less than or equal to 2.75 to 1.00, on an unlimited basis, and (b) if at the time of making such Distribution the Leverage Ratio (calculated on a pro forma basis giving effect to any acquisition since the end of the most recently ended Fiscal Quarter, such Distribution and any Indebtedness incurred in connection therewith) is greater than 2.75 to 1.00, in an amount not greater than the Maximum Payment Amount.

Notwithstanding the foregoing, (i) if at any time the restriction on dividends covenant in the Credit Agreement is amended, replaced or removed, this Section 10.8 shall automatically be amended, replaced or removed so that it shall be identical to the Credit Agreement and (ii) if the Credit Agreement is terminated and not replaced by a successor Credit Agreement, this Section 10.8 shall terminate and be of no further force or effect.

10.9 Nature of Business.

The Parent will not, and will not permit any Subsidiary to, engage in any business if, as a result, the Parent and its Subsidiaries, taken as a whole, would cease to be engaged primarily in the Distribution Business.

10.10 Transactions with Affiliates.

The Parent will not, and will not permit any Subsidiary to, enter into directly or indirectly any Material transaction or Material group of related transactions (including the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Parent or another Subsidiary), except in the ordinary course and pursuant to the reasonable requirements of the Parent’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Parent or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

10.11 Terrorism Sanctions Regulations.

The Parent will not and will not permit any Subsidiary to (a) become a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti Terrorism Order or (b) knowingly engage in any dealings or transactions with any such Person.

11. EVENTS OF DEFAULT.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a) the Company defaults in the payment of any principal, Make-Whole Amount, if any, prepayment premium, if any, or LIBOR Breakage Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) the Company defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable; or

(c) the Parent or the Company defaults in the performance of or compliance with any term contained in Section 7.1(d) or Sections 10.1 through 10.7; or

(d) the Parent or the Company defaults in the performance of or compliance with any term contained herein (other than those referred to in paragraphs (a), (b) and (c) of this Section 11) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this paragraph (d) of Section 11); or

(e) any representation or warranty made in writing by or on behalf of the Parent or the Company or by any officer of the Parent or the Company in this Agreement or in any writing furnished in connection with the transactions contemplated hereby or thereby proves to have been false or incorrect in any material respect on the date as of which made; or

(f) (i) the Parent or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount, or interest on any Indebtedness that is outstanding in an aggregate principal amount of at least $25,000,000 beyond any period of grace provided with respect thereto, or (ii) the Parent or any Subsidiary is in default in the performance of or compliance with any term of any evidence of any Indebtedness that is outstanding in an aggregate principal amount of at least $25,000,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are entitled to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), (x) the Parent or any Subsidiary has become obligated to purchase or repay Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $25,000,000, or (y) one or more Persons have the

37 right to require the Parent or any Subsidiary so to purchase or repay such Indebtedness; or

(g) the Parent or any Significant Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or

(h) a court or Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Parent or any Significant Subsidiary, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of the Company’s property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Parent or any Significant Subsidiary, or any such petition shall be filed against the Parent or any Significant Subsidiary and such petition shall not be dismissed within 60 days; or

(i) a final judgment or judgments for the payment of money aggregating in excess of $25,000,000 are rendered against one or more of the Parent and a Significant Subsidiary, which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or

(j) if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Parent or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the Parent or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (iv) the Parent or any ERISA Affiliate withdraws from any Multiemployer Plan, or (v) the Parent or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Parent or any Subsidiary thereunder; and any such event or events described in clauses (i) through (v) above, either individually or together with any other such event or events, would reasonably be expected to have a Material Adverse Effect; or

(k) the Parent Guaranty ceases to be in full force and effect or is declared to be null and void in whole or in material part by a court or other governmental or regulatory authority having jurisdiction or the validity or enforceability thereof shall be contested by the Parent or it renounces any of the same or denies that it has any or further liability thereunder; or

(l) the Subsidiary Guaranty ceases to be in full force and effect (except in accordance with the provisions of Section 9.7(b)) or is declared to be null and void in whole or in material part by a court or other governmental or regulatory authority having jurisdiction or the validity or enforceability thereof shall be contested by the Company or any Subsidiary Guarantor or any of them renounces any of the same or denies that it has any or further liability thereunder; or

(m) any of the Collateral Documents at any time for any reason ceases to be in full force and effect (except in accordance with the provisions of Section 9.7(c)) or shall be declared null and void in whole or in material part by a court or other governmental or regulatory authority having jurisdiction or the validity or enforceability thereof shall be contested by the Company or any Subsidiary or any of them shall renounce any of the same or deny that it has any or further liability thereunder

As used in Section 11(j), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in section 3 of ERISA.

12. REMEDIES ON DEFAULT, ETC.

12.1 Acceleration.

(a) If an Event of Default with respect to the Parent or the Company described in paragraph (g) or (h) of Section 11 (other than an Event of Default described in clause (i) of paragraph (g) or described in clause (vi) of paragraph (g) by virtue of the fact that such clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, any holder or holders of at least 51% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.

(c) If any Event of Default described in paragraph (a) or (b) of Section 11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (w) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate, to the extent permitted by applicable

law), (x) any applicable Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), (y) any applicable prepayment premium (to the full extent permitted by applicable law), and (z) any LIBOR Breakage Amount determined in respect of such principal amount, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount, prepayment premium or LIBOR Breakage Amount by the Company, if any, in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

12.2 Other Remedies.

If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

12.3 Rescission.

At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the holder or holders of at least 51% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and any applicable Make-Whole Amount, prepayment premium and LIBOR Breakage Amount on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and any Make-Whole Amount, prepayment premium and LIBOR Breakage Amount and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

12.4 No Waivers or Election of Remedies, Expenses, etc.

No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute

or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including reasonable attorneys’ fees, expenses and disbursements.

13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1 Registration of Notes.

The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor, promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

13.2 Transfer and Exchange of Notes.

Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), the Company shall execute and deliver within 10 Business Days, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same series or tranche in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note specified for the Notes of such series and tranche, if any. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representations set forth in Sections 6.1 and 6.2.

13.3 Replacement of Notes.

Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be,

in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation thereof,

the Company at its own expense shall execute and deliver within 10 Business Days, in lieu thereof, a new Note of the same series and tranche, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

14. PAYMENTS ON NOTES.

14.1 Place of Payment.

Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, prepayment premium, if any, LIBOR Breakage Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of JPMorgan Chase Bank, N.A. in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

14.2 Home Office Payment.

So long as you or your nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, prepayment premium, if any, LIBOR Breakage Amount, if any, and interest by the method and at the address specified for such purpose below your name in Schedule A, or by such other method or at such other address as you shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, you shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by you or your nominee you will, at your election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of

any Note purchased by you under this Agreement and that has made the same agreement relating to such Note as you have made in this Section 14.2.

15. EXPENSES, ETC.

15.1 Transaction Expenses.

Whether or not the transactions contemplated hereby are consummated, the Parent or the Company will pay all reasonable and properly documented out-of-pocket costs and expenses (including reasonable and properly documented attorneys’ fees of one special counsel and, if reasonably required by the Required Holders, local counsel) incurred by you and each Other Purchaser or holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes, the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement or the Collateral Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes, the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement or the Collateral Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes, the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement or the Collateral Documents, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby, by the Notes, by the Parent Guaranty, the Subsidiary Guaranty, the Intercreditor Agreement and the Collateral Documents and (c) the costs and expenses, not in excess of $3,000, incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO. The Company will pay, and will save you and each Other Purchaser or holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes).

15.2 Survival.

The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, and the termination of this Agreement .

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by you of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of you or any other holder of a Note; provided, however that all representations and warranties contained herein shall expire upon the indefeasible payment in full of all amounts due in connection with this Agreement. All statements contained in any certificate or other instrument

delivered by or on behalf of the Parent or the Company pursuant to this Agreement shall be deemed representations and warranties of the Parent and the Company under this Agreement. Subject to the preceding sentence, this Agreement (including any Supplements), the Notes, the Parent Guaranty, the Subsidiary Guaranty and the Collateral Documents embody the entire agreement and understanding between you and the Parent and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

17. AMENDMENT AND WAIVER.

17.1 Requirements.

This Agreement, the Notes, the Parent Guaranty, the Subsidiary Guaranty and the Collateral Documents may be amended, and the observance of any term hereof or thereof may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to you unless consented to by you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount or any prepayment premium or LIBOR Breakage Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20. Notwithstanding the foregoing, but subject to the provisions of Section 12 relating to acceleration or rescission, (x) a specific series of Notes (and the related provisions of this Agreement) may be amended by the Company and the holders of 100% of the aggregate principal amount of such series of Notes if the effect of such amendment is solely to change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or the Make-Whole Amount or the LIBOR Breakage Amount on the Notes of such series, and (y) if an amendment, waiver or consent affects one or more series or tranches of Notes but not all series or tranches of Notes, such amendment, waiver or consent shall only require approval of the requisite percentage, determined in accordance with this Section 17.1, of the holders of the series or tranches affected thereby (voting together as a single class, if more than one series or tranche is affected thereby).

17.2 Solicitation of Holders of Notes.

(a) Solicitation . The Parent and the Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b) Payment . The Parent and the Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each holder of Notes then outstanding that also enters into any waiver or amendment of any of the terms and provisions hereto. If any such remuneration is paid to any holder of Notes that for any reason does not enter into any waiver or amendment of any of the terms and provisions hereof, such remuneration shall also be paid to all other non-consenting holders.

17.3 Binding Effect, etc.

Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Parent and the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Parent or the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” or “the Agreement” and references thereto shall mean this Note Purchase Agreement as it may from time to time be amended or supplemented.

17.4 Notes Held by Company, etc.

Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

18. NOTICES.

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

(i) if to you or your nominee, to you or it at the address specified for such communications in Schedule A, or at such other address as you or it shall have specified to the Company in writing,

(ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing, or

(iii) if to the Company, the Parent or any Subsidiary Guarantor, to the Company at its address set forth at the beginning hereof to the attention of the Senior Vice President and Treasurer, with a copy to the General Counsel, or at such other address as the Company shall have specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

19. REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating hereto, including (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by you at a Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to you, may be reproduced by you by any photographic, photostatic, electronic, digital or other similar process and you may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by you in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

20. CONFIDENTIAL INFORMATION.

For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Parent or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by you as being confidential information of the Parent or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to you prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by you or any Person acting on your behalf, (c) otherwise becomes known to you other than through disclosure by or on behalf of the Parent or any Subsidiary, or (d) constitutes financial statements delivered to you under Section 7.1 that are otherwise publicly available. You will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by you in good faith to protect confidential information of third parties delivered to you, provided that you may deliver or disclose Confidential Information to (i) your directors, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by your Notes), (ii) your financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which you sell or offer to sell such Note or any part

thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which you offer to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over you, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about your investment portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to you, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which you are a party or (z) if an Event of Default has occurred and is continuing, to the extent you may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under your Notes and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20.

21. SUBSTITUTION OF PURCHASER.

You shall have the right to substitute any one of your Affiliates as the purchaser of the Notes that you have agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both you and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement, the Collateral Documents and the Intercreditor Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, wherever the word “you” is used in this Agreement (other than in this Section 21), such word shall be deemed to refer to such Affiliate in lieu of you. In the event that such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to you all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, wherever the word “you” is used in this Agreement (other than in this Section 21), such word shall no longer be deemed to refer to such Affiliate, but shall refer to you, and you shall have all the rights of an original holder of the Notes under this Agreement.

22. MISCELLANEOUS.

22.1 Successors and Assigns.

All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including any subsequent holder of a Note) whether so expressed or not.

22.2 Payments Due on Non-Business Days.

Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.2 that the notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal of or Make-Whole Amount, LIBOR Breakage Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

22.3 Accounting Terms.

All accounting terms used herein that are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP and (ii) all financial statements shall be prepared in accordance with GAAP.

22.4 Severability.

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the fullest extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

22.5 Construction.

Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof.

22.6 Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

22.7 Governing Law.

This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the state of New York excluding choice of law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.

22.8 Jurisdiction and Process; Waiver of Jury Trial.

(a) Each of the Parent and the Company irrevocably submits to the non-exclusive jurisdiction of any New York state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Parent Guaranty, the Subsidiary Guaranty or the Notes. To the fullest extent permitted by applicable law, each of the Parent and the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b) Each of the Parent and the Company consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. Each of the Parent and the Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(c) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d) THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

22.9 Holders of Notes to be Bound by Intercreditor Agreement.

Each holder of a Note, other than holders of the Series 2007-A Notes that are direct parties to the Intercreditor Agreement, by its acceptance of a Note issued pursuant to this Agreement (whether pursuant to Section 1.2, 13.2 or 13.3) agrees to be bound by all of terms and provisions of the Intercreditor Agreement and, upon request of the Collateral Agent, agrees to provide written confirmation of its agreement to be so bound.

INTENTIONALLY LEFT BLANK

If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you, the Company and the Parent.

Very truly yours,

UNITED STATIONERS SUPPLY CO.


By:	/s/ Brian S. Cooper
Name: Brian S. Cooper
Title:			Senior Vice President, Treasurer and
			Assistant Secretary


UNITED STATIONERS INC.


By:	/s/ Brian S. Cooper
Name: Brian S. Cooper
Title:		Senior Vice President, Treasurer and
		Assistant Secretary

S-1

This Agreement is accepted and
agreed to as of the date thereof.

METROPOLITAN LIFE INSURANCE COMPANY

METLIFE INSURANCE COMPANY OF CONNECTICUT,
by Metropolitan Life Insurance Company,
its investment manager

By:	/s/ Judith A. Gulotta
Name: Judith A. Gulotta
Title: Director

S-2

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By:	/s/ Mark A. Ahmed
Name: Mark A. Ahmed
Title: Managing Director

C.M. LIFE INSURANCE COMPANY


By:	/s/ Mark A. Ahmed
Name: Mark A. Ahmed
Title: Managing Director

MML BAY STATE LIFE INSURANCE COMPANY


By:	/s/ Mark A. Ahmed
Name: Mark A. Ahmed
Title: Managing Director

S-3

PACIFIC LIFE INSURANCE COMPANY


By:	/s/ Violet Osterberg
Name: Violet Osterberg
Title: Assistant Vice President


By:	/s/ Cathy Schwartz
Name: /s/ Cathy Schwartz
Title: Assistant Secretary

S-4

SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK


By:	/s/ Ann C. King
Name: Ann C. King
Title: Authorized Signer


By:	/s/ Timothy J. Monahan
Name: Timothy J. Monahan
Title: Authorized Signer


SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)


By:	/s/ Ann C. King
Name: Ann C. King
Title: Assistant Vice President and Senior Counsel


By:	/s/ Timothy J. Monahan
Name: Timothy J. Monahan
Title: Senior Managing Director

S-5

SCHEDULE A

NAME AND ADDRESS OF PURCHASER		PRINCIPAL AMOUNT OF
		SERIES 2007-A NOTES TO BE
		PURCHASED

METROPOLITAN LIFE INSURANCE COMPANY		$65,000,000

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank Name: JPMorgan Chase Bank

ABA Routing #: 021-000-021

Account No.: 002-2-410591

Account Name: Metropolitan Life Insurance Company

Ref: United Stationers, Inc. Floating Rate Secured Senior Note, Series 2007-A due 10-15-14

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.

For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2) Metropolitan Life Insurance Company
Investments, Private Placements
P.O. Box 1902
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Director
Facsimile (973) 355-4250

With a copy OTHER than with respect to deliveries of financial statements to:

Metropol itan Life Insurance Company

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Chief Counsel-Securities Investments (PRIV)

Facsimile (973) 3 55-4338

(3) E-mail address for Electronic Delivery:

jdickson@metlife.com

(4) Address for delivery of Notes:

Metropolitan Life Insurance Company

Securities Investments, Law Department

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Jane J. Dickson, Esq.

(5) In addition, please send one complete set of closing documents with original signatures; two bound sets of conformed copies of the principal documents; and 1 CD-ROM of the closing documents to:

Metropolitan Life Insurance Company
Attention: Jane J. Dickson, Esq.
10 Park Avenue/P.O. Box 1902
Morristown, New Jersey 07962

AND

One CD_ROM to:

MetLife
Attention: Mary Phillips
18210 Crane Nest Drive
Tampa, Florida 33647-2748
(813) 983-4564

(6) Tax ID: 13-5581829

NAME AND ADDRESS OF PURCHASER		PRINCIPAL AMOUNT OF
		SERIES 2007-A NOTES TO BE
		PURCHASED

METLIFE INSURANCE COMPANY OF CONNECTICUT		$10,000,000

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank Name: US Bank Trust

ABA Routing #: 091000022

Account No.: 180121167365

OBI SEI Acct: 123186-010

Account Name: MetLife - Compass S/A

Ref: United Stationers, Inc. Floating Rate Secured Senior Note, Series 2007-A due 10-15-14

(2) MetLife Insurance Company of Connecticut
c/o Metropolitan Life Insurance Company
Investments, Private Placements
P.O. Box 1902
10 Park Avenue
Morristown, New Jersey 07962-1902
Attention: Director
Facsimile (973) 355-4250

With a copy OTHER than with respect to deliveries of financial statements to:

MetLife Insurance Company of Connecticut

Metropolitan Life Insurance Company

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Chief Counsel-Securities Investments (PRIV)

Facsimile (973) 355-4338

(3) E-mail address for Electronic Delivery:

jdickson@metlife.com

(4) Address for delivery of Notes:

MetLife Insurance Company of Connecticut

c/o Metropolitan Life Insurance Company

Securities Investments, Law Department

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Jane J. Dickson, Esq.

(5) Tax ID: 06-0566090

NAME AND ADDRESS OF PURCHASER		PRINCIPAL AMOUNT OF
		SERIES 2007-A NOTES TO BE
		PURCHASED

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY		$11,100,000

(1) All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds, (identifying each payment as [insert name of issuer and description of Note] interest and principal), to:

Citibank, N.A.

New York, NY

ABA No. 021000089

For MassMutual Unified Traditional

Acct. Name: MassMutual BA 0033 TRAD Private ELBX

Account No. 30566056

Re: Description of security, cusip, principal and interest split

With telephone advice of payment to the Securities Custody and Collection Department of Babson Capital Management LLC at (413) 226-1889 or (413) 226-1803

(2) All notices of payments and written confirmations of such wire transfers:

Massachusetts Mutual Life Insurance Company

c/o Babson Capital Management LLC

1500 Main Street, Suite 800

PO Box 15189

Springfield, MA 01115-5189

Attention: Securities Custody and

Collection Department

(3) All other communications:

Massachusetts Mutual Life Insurance Company
c/o Babson Capital Management LLC
1500 Main Street, Suite 800
PO Box 15189
Springfield, MA 01115-5189
Attention: Securities Investment Division

(4) E-mail address for Electronic Delivery:

pmanseau@babsoncapital.com, with a hard copy to follow to:

Babson Capital Management LLC
1500 Main Street — Suite 2200
PO Box 15189
Springfield, MA 01115-5189
Attn: Securities Investment Division

(5) Address for delivery of Notes:

Babson Capital Management LLC
1500 Main Street, Suite 800
Springfield, MA 01115-5189
Attention: Christine Peaslee

(6) Tax ID: 04-1590850

NAME AND ADDRESS OF PURCHASER		PRINCIPAL AMOUNT OF
		SERIES 2007-A NOTES TO BE
		PURCHASED

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY		$3,900,000

Citibank, N.A.

New York, NY

ABA No. 021000089

For MassMutual IFM Non-Traditional

Account No. 30510589

Re: Description of security, cusip, principal and interest split

With telephone advice of payment to the Securities Custody and Collection

Department of Babson Capital Management LLC at (413) 226-1889 or (413) 226-1803

(2) All notices of payments and written confirmations of such wire transfers:

Massachusetts Mutual Life Insurance Company
c/o Babson Capital Management LLC
1500 Main Street, Suite 800
PO Box 15189
Springfield, MA 01115-5189
Attention: Securities Custody and
Collection Department

(3) All other communications:

Massachusetts Mutual Life Insurance Company

c/o Babson Capital Management LLC

1500 Main Street, Suite 800

PO Box 15189

Springfield, MA 01115-5189

Attention: Securities Investment Division

(4) E-mail address for Electronic Delivery:

pmanseau@babsoncapital.com, with a hard copy to follow to:

Babson Capital Management LLC

1500 Main Street — Suite 2200

PO Box 15189

Springfield, MA 01115-5189
Attn: Securities Investment Division

(5) Address for delivery of Notes:

Babson Capital Management LLC

1500 Main Street, Suite 800

Springfield, MA 01115-5189

Attention: Christine Peaslee

(6) Tax ID: 04-1590850

NAME AND ADDRESS OF PURCHASER		PRINCIPAL AMOUNT OF
		SERIES 2007-A NOTES TO BE
		PURCHASED

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY		$3,800,000

Citibank, N.A.

New York, NY

ABA No. 021000089

For MassMutual Pension Management

Account No. 30510538

Re: Description of security, cusip, principal and interest split

With telephone advice of payment to the Securities Custody and Collection Department of Babson Capital Management LLC at (413) 226-1889 or (413) 226-1803

(2) All notices of payments and written confirmations of such wire transfers:

Massachusetts Mutual Life Insurance Company

c/o Babson Capital Management LLC

1500 Main Street, Suite 800

PO Box 15189

Springfield, MA 01115-5189

Attention: Securities Custody and

Collection Department

(3) All other communications:

Massachusetts Mutual Life Insurance Company

c/o Babson Capital Management LLC

1500 Main Street, Suite 800

PO Box 15189

Springfield, MA 01115-5189

Attention: Securities Investment Division

(4) E-mail address for Electronic Delivery:

pmanseau@babsoncapital.com, with a hard copy to follow to:

Babson Capital Management LLC
1500 Main Street — Suite 2200
PO Box 15189
Springfield, MA 01115-5189
Attn: Securities Investment Division

(5) Address for delivery of Notes:

Babson Capital Management LLC

1500 Main Street, Suite 800

Springfield, MA 01115-5189

Attention: Christine Peaslee

(6) Tax ID: 04-1590850

NAME AND ADDRESS OF PURCHASER		PRINCIPAL AMOUNT OF
		SERIES 2007-A NOTES TO BE
		PURCHASED

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY		$3,500,000

Citibank, N.A.

New York, NY

ABA No. 021000089

For MassMutual Spot Priced Contract

Account No. 30510597

Re: Description of security, cusip, principal and interest split

With telephone advice of payment to the Securities Custody and Collection Department of Babson Capital Management LLC at (413) 226-1889 or (413) 226-1803

(2) All notices of payments and written confirmations of such wire transfers:

Massachusetts Mutual Life Insurance Company

c/o Babson Capital Management LLC

1500 Main Street, Suite 800

PO Box 15189

Springfield, MA 01115-5189

Attention: Securities Custody and

Collection Department

(3) All other communications:

Massachusetts Mutual Life Insurance Company

c/o Babson Capital Management LLC

1500 Main Street, Suite 800

PO Box 15189

Springfield, MA 01115-5189

Attention: Securities Investment Division

(4) E-mail address for Electronic Delivery:

pmanseau@babsoncapital.com, with a hard copy to follow to:

Babson Capital Management LLC

1500 Main Street — Suite 2200

PO Box 15189

Springfield, MA 01115-5189
Attn: Securities Investment Division

(5) Address for delivery of Notes:

Babson Capital Management LLC

1500 Main Street, Suite 800

Springfield, MA 01115-5189

Attention: Christine Peaslee

(6) Tax ID: 04-1590850

NAME AND ADDRESS OF PURCHASER		PRINCIPAL AMOUNT OF
		SERIES 2007-A NOTES TO BE
		PURCHASED

C.M. LIFE INSURANCE COMPANY		$1,900,000

Citibank, N.A.

New York, NY

ABA No. 021000089

For CM Life Segment 43 - Universal Life

Account No. 30510546

Re: Description of security, cusip, principal and interest split

With telephone advice of payment to the Securities Custody and Collection Department of Babson Capital Management LLC at (413) 226-1889 or (413) 226-1803

(2) All notices of payments and written confirmations of such wire transfers:

C.M. Life Insurance Company

c/o Babson Capital Management LLC

1500 Main Street, Suite 800

PO Box 15189

Springfield, MA 01115-5189

Attention: Securities Custody and

Collection Department

(3) All other communications:

C.M. Life Insurance Company

c/o Babson Capital Management LLC

1500 Main Street, Suite 800

PO Box 15189

Springfield, MA 01115-5189

Attention: Securities Investment Division

(4) E-mail address for Electronic Delivery:

pmanseau@babsoncapital.com, with a hard copy to follow to:

Babson Capital Management LLC

1500 Main Street — Suite 2200

PO Box 15189

Springfield, MA 01115-5189
Attn: Securities Investment Division

(5) Address for delivery of Notes:

Babson Capital Management LLC

1500 Main Street, Suite 800

Springfield, MA 01115-5189

Attention: Christine Peaslee

(6) Tax ID: 06-1041383

NAME AND ADDRESS OF PURCHASER		PRINCIPAL AMOUNT OF
		SERIES 2007-A NOTES TO BE
		PURCHASED

MML BAY STATE LIFE INSURANCE COMPANY		$800,000

Citibank, N.A.

New York, NY 10043

ABA No. 021000089

For MML Bay State

Account No. 30510677

Re: Description of security, cusip, principal and interest split

With telephone advice of payment to the Securities Custody and Collection Department of Babson Capital Management LLC at (413) 226-1889 or (413) 226-1803

(2) All notices of payments and written confirmations of such wire transfers:

MML Bay State Life Insurance Company

c/o Babson Capital Management LLC

1500 Main Street, Suite 800

PO Box 15189

Springfield, MA 01115-5189

Attention: Securities Custody and

Collection Department

(3) All other communications:

MML Bay State Life Insurance Company

c/o Babson Capital Management LLC

1500 Main Street, Suite 800

PO Box 15189

Springfield, MA 01115-5189

Attention: Securities Investment Division

(4) E-mail address for Electronic Delivery:

pmanseau@babsoncapital.com, with a hard copy to follow to:

Babson Capital Management LLC

1500 Main Street — Suite 2200

PO Box 15189

Springfield, MA 01115-5189
Attn: Securities Investment Division

(5) Address for delivery of Notes:

Babson Capital Management LLC

1500 Main Street, Suite 800

Springfield, MA 01115-5189

Attention: Christine Peaslee

(6) Tax ID: 43-0581430

NAME AND ADDRESS OF PURCHASER		PRINCIPAL AMOUNT OF
		SERIES 2007-A NOTES TO BE
		PURCHASED

PACIFIC LIFE INSURANCE COMPANY		$5,000,000 $5,000,000 $5,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000

Register notes in name of: Mac & Co.

(1) All payments by wire transfer of immediately available funds to:

Mellon Trust of New England

ABA# 0110-0123-4

DDA 125261

Attn: MBS Income CC: 1253

A/C Name: Pacific Life General Account/PLCF1810132

Regarding: Security Description & PPN

(2) All notices of payments and written confirmations of such wire transfers:

Mellon Trust

Attn: Pacific Life Accounting Team

Three Mellon Bank Center

AIM # 153-3610

Pittsburgh, PA 15259

FAX# 412-236-7259

And

Pacific Life Insurance Company

Attn: Securities Administration — Cash Team

700 Newport Center Drive

Newport Beach, CA 92660-6397

FAX# 949-640-4013

(3) All other communications:

Pacific Life Insurance Company

Attn: Securities Department

700 Newport Center Drive

Newport Beach, CA 92660-6397

FAX# 949-219-5406

(4) Address for delivery of Notes:

Mellon Securities Trust Company

120 Broadway, 13th Floor

New York, NY 10271

Attn: Robert Ferraro 212.374.1918

A/C Name: Pacific Life General Acct

A/C #: PLCF1810132

(5) E-mail address for Electronic Delivery:

(6) Taxpayer I.D. Number: 95-1079000

NAME AND ADDRESS OF PURCHASER		PRINCIPAL AMOUNT OF
		SERIES 2007-A NOTES TO BE
		PURCHASED

SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK		$5,000,000

(1) All payments by wire or intrabank transfer of immediately available funds to:

Mello n Bank of New England

ABA # 011001234 / BOS SAFE DEP

DDA: 125261

Attention: MBS Income CC 1253

Account Name: Sun Life New York - MVA Account

Account No.: KBLF00050002

RE: [description of security]

Tax identification number: 04-2845273

with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds.

(2) All notices of payments, written confirmations of such wire transfers and audit confirmations:

Sun Life Assurance Company of Canada

Attn: Private Placements

Location code: 302D36

227 King Street South

Waterloo, ON, Canada N2J4C5

(3) All other communications, including notices of non-routine payments:

One Sun Life Executive Park

Wellesley Hills, MA 02481

Attention: Investment Division/Private Fixed Income, SC 1303

(4) E-mail address for Electronic Delivery:

michael.berrian@sunlife.com

robert.veno@sunlife.com

(5) Address for delivery of Notes:

Sun Capital Advisers LLC

SC 1303

One Sun Life Executive Park

Wellesley Hills, MA 02481

Attention: Linda R. Guillette

(6) Two original sets of closing documents and two conformed copies to:

Robert Veno, Associate Director

Sun Capital Advisers LLC

One Sun Life Executive Park, SC 1303

Wellesley Hills, MA 02481

Telephone: (781) 446-1027

Ann C. King, Senior Counsel

Sun Capital Advisers LLC

One Sun Life Executive Park, SC 1335

Wellesley Hills, MA 02481

Telephone: (781) 446-1996

(7) Tax ID: 04-2845273

NAME AND ADDRESS OF PURCHASER		PRINCIPAL AMOUNT OF
		SERIES 2007-A NOTES TO BE
		PURCHASED

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)		$10,000,000

(1) All payments by wire or intrabank transfer of immediately available funds to:

Mellon Bank of New England

ABA # 0110 01234 / BOS SAFE DEP

DDA: 125261

Attention: MBS Income CC 1253

Account Name: Sun US — MVA Private Placements

Account No.: KEYF00020002

RE: [description of security]

Tax identifi cation number: 04-2845273

with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds.

(2) All notices of payments, written confirmations of such wire transfers and audit confirmations:

Sun Life Assurance Company of Canada

Attn: Private Placements

Location code: 302D36

227 King Street South

Waterloo, ON, Canada N2J4C5

(3) All other communications, including notices of non-routine payments:

O ne Sun Life Executive Park

Wellesley Hills, MA 02481

At tention: Investment Division/Private Fixed Income, SC 1303

(4) E-mail address for Electronic Delivery:

michael.be rrian@sunlife.com

robert.veno@ sunlife.com

(5) Address for delivery of Notes:

Sun C apital Advisers LLC

SC 1303

One Sun Life Executive Park

Wellesley Hills, MA 02481

Attention: Li nda R. Guillette

(6) Tax ID: 04-2845273

SCHEDULE B

DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Additional Notes” is defined in Section 1.2.

“Adjusted LIBOR Rate” is defined in Section 1.4(a).

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Parent.

“Anti-Terrorism Order” means Executive Order 13224 of September 23, 2001, Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)).

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed; provided that, if the applicable Business Day relates to the determination of LIBOR, it means a day on which dealings are also carried on in U.S. dollar deposits in the London interbank market.

“Capital Lease” means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by such Person that shall have been or should be recorded as a capitalized lease in accordance with GAAP.

“Capital Lease Obligation” means, with respect to any Person, the amount of the obligations of such Person under Capital Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP.

“ Capital Stock ” means (a) in the case of a corporation, capital stock, (b) in the case of a partnership, partnership interests (whether general or limited) (c) in the case of a limited liability company, membership interests and (d) any other interest or participation in a Person that confers on the holder the right to receive a share of the profits and losses of, or distributions of assets of, such Person.

“Change of Control” means an event or series of events by which any person or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) (such person or persons hereinafter referred to as an “Acquiring Person”) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the voting power of the then outstanding Voting Stock of the Parent; provided that, notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred

if the Parent (or the Acquiring Person if either (x) the Parent is no longer in existence or (y) the Acquiring Person has acquired all or substantially all of the assets thereof) shall have an Investment Grade Rating immediately following such Acquiring Person becoming the “beneficial owner” or consummating such acquisition.

“Closing” is defined in Section 3.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Collateral Documents” means the mortgages, deeds of trust, security agreements, financing statements and any other agreements or documents entered into by the Parent or a Subsidiary creating Liens securing the Notes and other obligations payable by the Parent or any Subsidiary pursuant to this Agreement, the Subsidiary Guaranty, the Parent Guaranty or the Credit Agreement, including those specifically referenced in the Intercreditor Agreement, as such agreements or documents may hereafter be amended, modified or restated.

“Company” means United Stationers Supply Co., an Illinois corporation.

“Confidential Information” is defined in Section 20.

“Consolidated EBITDA” means, with respect to any period, Consolidated Net Income for such period plus , to the extent deducted from revenues in determining Consolidated Net Income for such period, (i) Consolidated Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv) amortization, (v) losses attributable to equity in Affiliates, (vi) non-cash charges related to employee compensation and (vii) any extraordinary non-cash or nonrecurring non-cash charges or losses, minus , to the extent included in Consolidated Net Income for such period, any extraordinary non-cash or nonrecurring non-cash gains, all calculated for the Parent and its Subsidiaries on a consolidated basis. If, during the period for which Consolidated EBITDA is being calculated, the Parent or any Subsidiary has acquired (i) sufficient Capital Stock of a Person to cause such Person to become a Subsidiary or (ii) all or substantially all of the assets or operations, division or line of business of a person, Consolidated EBITDA shall be calculated after giving pro forma effect thereto as if such acquisition had occurred on the first day of such period.

“Consolidated Funded Indebtedness” means, at any time, with respect to any Person, without duplication, the sum of (i) the aggregate dollar amount of Consolidated Indebtedness for borrowed money owing by such Person or for which such Person is liable which has actually been funded and is outstanding at such time, whether or not such amount is due or payable at such time (other than obligations in respect of Rate Management Transactions), plus (ii) the aggregate undrawn amount of all standby Letters of Credit at such time for which such Person or any of its Subsidiaries is the account party or is otherwise liable (other than standby Letters of Credit in an amount up to $10,000,000 issued to support worker’s compensation obligations of the Parent, the Company and each Subsidiary Guarantor and other than Letters of Credit supporting any other component of this definition), plus (iii) the aggregate principal component of Capital Lease Obligations owing by such Person and its Subsidiaries on a

consolidated basis or for which such Person or any of its Subsidiaries is otherwise liable, plus (iv) all Off-Balance Sheet Liabilities of such Person and its Subsidiaries on a consolidated basis, plus (v) all Disqualified Stock of such Person and its Subsidiaries on a consolidated basis.

“Consolidated Indebtedness” means, at any time, with respect to any Person, the Indebtedness of such Person and its Subsidiaries, calculated on a consolidated basis as of such time in accordance with GAAP.

“Consolidated Interest Expense” means, with reference to any period, the interest expense of the Parent and its Subsidiaries calculated on a consolidated basis in accordance with GAAP for such period (net of interest income), including yield or any other financing costs resembling interest that are payable under any Receivables Purchase Facility.

“Consolidated Net Income” means, for any period, the net income (or loss) of the Parent and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP and on a first in first out basis of inventory valuation.

“Consolidated Net Worth” means, as of any date, the consolidated stockholders’ equity of the Parent and its Subsidiaries, determined on a consolidated basis in accordance with GAAP and on a first in first out basis of inventory valuation.

“Consolidated Total Assets” means, as of any date, the assets and properties of the Parent and its Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP.

“Contingent Obligation” means, with respect to any Person, any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or the obligations of any such Person as general partner of a partnership with respect to the liabilities of the partnership unless the underlying obligation is expressly made non-recourse to such general partner; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the lesser of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Contingent Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of the Contingent Obligation shall be such guaranteeing person’s reasonably anticipated liability in respect thereof as determined by such Person in good faith.

“Control Event” means the execution of any written agreement that, when fully performed in accordance with the terms thereof by the parties thereto, would result in a Change of Control and shall not include letters of intent or similar arrangements or understandings.

“Credit Agreement” means the Second Amended and Restated Five-Year Revolving Credit Agreement dated as of July 5, 2007 among the Company, as borrower, the Parent, as credit party, JPMorgan Chase Bank, N.A. and the other lenders party thereto, as such agreement may be hereafter amended, modified, restated, supplemented, replaced, refinanced, increased or reduced from time to time, and any successor credit agreement or similar facility.

“Default” means an event or condition the occurrence or existence of which if it continues uncured would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” means, with respect to any Note, that rate of interest that is the greater of (i) 2% per annum above the rate of interest stated in clause (a) of the first paragraph of such Note or (ii) 2% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. as its “base” or “prime” rate.

“Disclosure Documents” is defined in Section 5.3.

“Disposition” is defined in Section 10.7.

“Distribution Business” means (i) the distribution of products, including but not limited to, technology products, office products, janitorial/sanitation products, foodservice consumables, office furniture, and safety products, (ii) any activity necessary, appropriate or incidental to the activities described in the preceding clause (i) of this definition, including but not limited to delivering, installing and servicing the products the Company or any Subsidiary sells; and (iii) any business related, ancillary or complementary to or arising from the foregoing.

“Disqualified Stock” means any preferred or other capital stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is ninety-one (91) days after the Notes become due and payable.

“Domestic Subsidiary” means any Subsidiary of any Person that is not a Foreign Subsidiary.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to Hazardous Materials.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Parent under section 414 of the Code.

“Event of Default” is defined in Section 11.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fiscal Quarter” means each fiscal quarter of the Parent and its Subsidiaries.

“Fiscal Year” means each fiscal year of the Parent and its Subsidiaries.

“Foreign Subsidiary” means (i) any Subsidiary of any Person that is not organized under the laws of a jurisdiction located in the United States of America and (ii) any Subsidiary of a Person described in clause (i) hereof that is organized under the laws of a jurisdiction located in the United States of America.

“Form 10-K” is defined in Section 7.1(b).

“Form 10-Q” is defined in Section 7.1(a).

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America.

“Governmental Authority” means

(a) the government of

(i) the United States of America or any state or other political subdivision thereof, or

(ii) any jurisdiction in which the Parent or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Parent or any Subsidiary, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“Guaranty” of a Person means any guaranty, assumption, endorsement, or contingent agreement to purchase or provide funds for the payment of, or otherwise become liable upon, the obligation of any other Person, or any agreement to maintain the net worth or working capital or other financial condition of any other Person or any other assurance to any creditor of any Person against loss, including any comfort letter, operating agreement, take-or-pay contract, or the contingent liability of such Person in connection with any application for a

letter of credit, excepting from the foregoing contingent liabilities the amount of such Person’s obligations with respect to bonds, deposits, standby letters of credit or other evidences of contingent obligations given to governmental entities in compliance with local and state requirements that have not been drawn or called upon.

“Hazardous Material” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any applicable law including, but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.

“holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1.

“INHAM Exemption” is defined in Section 6.2(e).

“Indebtedness ” with respect to any Person means, at any time, without duplication,

(a) obligations for borrowed money which in accordance with GAAP would be shown as a liability on the consolidated balance sheet of such Person;

(b) obligations representing the deferred purchase price of property or services (other than current accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade and accrued expenses in connection with the provision of services incurred in the ordinary course of such Person’s business);

(c) Indebtedness of others, whether or not assumed, secured by Liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person (provided that the amount of any such Indebtedness at any time shall be deemed to be the lesser of (i) such Indebtedness at such time and (ii) the fair market value of such property, as determined by such Person in good faith at such time);

(d) financial obligations which are evidenced by notes, bonds, debentures, acceptances, or other instruments;

(e) obligations to purchase securities or other property arising out of or in connection with the sale of the same or substantially similar securities or property;

(f) Capital Lease Obligations;

(g) Contingent Obligations of such Person in respect of any Indebtedness,

(h) reimbursement obligations under Letters of Credit, bankers’ acceptances, surety bonds and similar instruments;

(i) Off-Balance Sheet Liabilities;

(j) Net Mark-to-Market Exposure under Rate Management Transactions; and

(k) Disqualified Stock.

“Institutional Investor” means (a) any original purchaser of a Note, (b) any holder of $5,000,000 or more in aggregate principal amount of the Notes and (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form.

“Intercreditor Agreement” is defined in Section 1.3.

“Interest Period” is defined in Section 1.4(c).

“ Investment Grade Rating ” in respect of any Person means, at the time of determination, at least one of the following ratings of its senior, unsecured long-term indebtedness for borrowed money: (i) by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, or any successor thereof (“S&P”), “BBB-” or better, (ii) by Moody’s Investors Service, Inc., or any successor thereof (“Moody’s”), “Baa3” or better, or (iii) by another rating agency of recognized national standing, an equivalent or better rating.

“Letter of Credit” in respect of any Person means, a letter of credit or similar instrument which is issued upon the application of such Person or upon which such Person is an account party or, without duplication, for which such Person has a reimbursement obligation.

“Leverage Ratio” is defined in Section 10.1.

“LIBOR” is defined in Section 1.4(a).

“LIBOR Breakage Amount” is defined in Section 8.8.

“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capital Lease or other title retention agreement).

“Make-Whole Amount” is defined in Section 8.7.

“Material” means material in relation to the business, operations, financial condition, assets or properties of the Parent and its Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, financial condition, assets or properties of the Parent and its Subsidiaries taken as a whole, (b) the ability of the Company to perform its obligations under this Agreement or the Notes, (c) the ability of the Parent to perform its obligations under this Agreement or the Parent Guaranty, or (d) the validity or enforceability of this Agreement, the Notes, the Parent Guaranty or the Subsidiary Guaranty.

“Maximum Payment Amount” means an amount equal to (1) the greater of (a) $50,000,000 and (b) an amount equal to (x) $50,000,000 plus (y) 50% of Consolidated Net Income in each Fiscal Quarter beginning with the Fiscal Quarter ending June 30, 2007 plus (2) the net cash proceeds received by the Parent or the Company since July 5, 2007 from the exercise of stock options issued to directors, officers and employees of the Parent, the Company or the Company’s Subsidiaries, minus (3) the Distributions, or any portion of a Distribution, made since June 30, 2007 pursuant to clause (iv)(b) of Section 10.8, which Distributions (or portions thereof) result in the Leverage Ratio exceeding, or are otherwise made at a time when the Leverage Ratio exceeds (in each case calculated on a pro forma basis giving effect to any acquisitions since the end of the most recently ended Fiscal Quarter, such Distributions (or portion thereof) and any Indebtedness incurred in connection therewith), 2.75 to 1.00. Notwithstanding the foregoing, in no event shall the Maximum Payment Amount under this Agreement be less than the corresponding maximum payment amount under the Credit Agreement.

“Memorandum” is defined in Section 5.3.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“NAIC” means the National Association of Insurance Commissioners or any successor thereto.

“NAIC Annual Statement” is defined in Section 6.2(a).

“Net Mark-to Market Exposure” means, with respect to any Person, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from Rate Management Transactions. “Unrealized losses” shall mean the fair market value of the cost to such Person of replacing such Rate Management Transaction as of the date of determination (assuming the Rate Management Transaction were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Rate Management Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated as of that date).

“Notes” is defined in Section 1.2.

“Off-Balance Sheet Liabilities” means, with respect to a Person, without duplication, the principal component of (i) any Receivables Purchase Facility or any other repurchase obligation or liability of such Person with respect to accounts or notes receivable sold

by such Person (other than the sale or disposition in the ordinary course of business of accounts or notes receivable in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables)) or (ii) any liability under any so-called “synthetic lease” or “tax ownership operating lease” transaction entered into by such Person; provided that “Off-Balance Sheet Liabilities” shall not include the principal component of the foregoing if such principal component (a) is otherwise reflected as a liability on such Person’s consolidated balance sheet or (b) is deducted from revenues in determining such Person’s consolidated net income but is not thereafter added back in calculating such Person’s Consolidated EBITDA.

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Parent whose responsibilities extend to the subject matter of such certificate.

“Other Purchasers” is defined in Section 2.

“Parent” means United Stationers Inc., a Delaware corporation.

“Parent Guaranty” is defined in Section 1.3(a)(i).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

“Permitted Customer Financing Guarantees” means any guaranty or repurchase or recourse obligations of the Company or any Subsidiary, incurred in the ordinary course of business, in respect of Indebtedness incurred by a customer of the Company or any Subsidiary; provided that the aggregate obligations of the Company and the Subsidiaries in respect of all such guarantees and other recourse obligations shall not exceed the greater of (i) $30,000,000 or (ii) 2% of Consolidated Total Assets as of the most recently completed Fiscal Quarter.

“Permitted Purchase Money Indebtedness” means secured or unsecured purchase money Indebtedness (including Capital Leases) incurred by the Parent, the Company or any Subsidiary after the date of the Closing to finance the acquisition of assets used in its business.

“Person” means an individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, government (or an agency or political subdivision thereof) or other entity of any kind.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Parent or any ERISA Affiliate or with respect to which the Parent or any ERISA Affiliate has any liability.

“Priority Debt” means, as of any date, the sum (without duplication) of (a) Indebtedness of the Parent and the Company secured by Liens not otherwise permitted by Sections 10.4(a) through (x) and (b) Indebtedness (other than Indebtedness in respect of receivables securitizations) of Subsidiaries other than the Company not otherwise permitted by Sections 10.5(a) through (e).

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible, intangible, or mixed, or other assets owned, leased or operated by such Person.

“Proposed Prepayment Date” is defined in Section 8.3(c).

“PTE” is defined in Section 6.2(a).

“Purchaser” means each purchaser listed in Schedule A.

“QPAM Exemption” is defined in Section 6.2(d).

“Qualified Institutional Buyer” means any Person that is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“Rate Management Transaction” means any transaction (including an agreement with respect thereto) now existing or hereafter entered into by the Parent, the Company or a Subsidiary which is a rate swap, basis swap, forward rate transaction, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices or equity prices.

“Receivables Purchase Documents” means any series of receivables purchase or sale agreements, servicing agreements and other related agreements generally consistent with terms contained in comparable structured finance transactions pursuant to which the Parent, the Company or any of its Subsidiaries, in their respective capacities as sellers or transferors of any receivables, sell or transfer, directly or indirectly, to SPVs all of their respective right, title and interest in and to (but not their obligations under) certain receivables for further sale or transfer (or granting of Liens to other purchasers of or investors in such assets or interests therein (and the other documents, instruments and agreements executed in connection therewith)), as any such agreements may be amended, restated, supplemented or otherwise modified from time to time, or any replacement or substitution therefor.

“Receivables Purchase Facility” means any series of receivables purchase or sale agreements, servicing agreements and other related agreements generally consistent with terms contained in comparable structured finance transactions pursuant to which the Parent, the

Company or any of its Subsidiaries, in their respective capacities as sellers or transferors of any receivables, sell or transfer, directly or indirectly, to SPVs all of their respective right, title and interest in and to (but not their obligations under) certain receivables for further sale or transfer (or granting of Liens to other purchasers of or investors in such assets or interests therein (and the other documents, instruments and agreements executed in connection therewith)), as any such agreements may be amended, restated, supplemented or otherwise modified from time to time, or any replacement or substitution therefor.

“Required Holders” means, at any time, (i) so long as the Series 2007-A Notes are the only Notes outstanding or with respect to any matter in which the Series 2007-A Notes are the only series of Notes affected, the holders of at least 60% in principal amount of the Series 2007-A Notes at the time outstanding (exclusive of Series 2007-A Notes then owned by the Parent or any of its Affiliates) and (ii) in any other circumstance, the holders of at least 51% in principal amount of the Notes (or, in accordance with Section 17.1, one or more series or tranches of Notes) at the time outstanding (exclusive of Notes then owned by the Parent or any of its Affiliates).

“Responsible Officer” means any Senior Financial Officer and any other officer of the Parent with responsibility for the administration of the relevant portion of this Agreement.

“SEC” shall mean the Securities and Exchange Commission of the United States, or any successor thereto.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Parent.

“Series 2007-A Notes” is defined in Section 1.1.

“Significant Subsidiary” means any Subsidiary of the Parent that is a “significant subsidiary’ as such term is defined in Rule 1-02(w) of Regulation S-X of the Securities and Exchange Commission.

“Source” is defined in Section 6.2.

“SPV” means any special purpose entity established for the purpose of purchasing receivables in connection with any one or more transactions involving the securitization of such receivables permitted under the terms of this Agreement.

“Subsidiary” means, with respect to any Person, any corporation, association or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership or joint venture if more than a

50% interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Parent.

“Supplement” is defined in Section 1.2.

“Subsidiary Guarantor” “ is defined in Section 1.3(a)(ii).

“Subsidiary Guaranty” is defined in Section 1.3(a)(ii).

“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.

“this Agreement” or “the Agreement” is defined in Section 17.3.

“USA Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Voting Stock” means, with respect to any Person, any class of shares of stock or other equity interests of such Person having general voting power under ordinary circumstances to elect a majority of the board of directors or other managing entities, as appropriate, of such Person (irrespective of whether or not at the time stock of any other class or classes or other equity interests of such Person shall have or might have voting power by reason of the happening of any contingency).

“Wholly Owned Subsidiary” means, at any time, any Subsidiary 100% of all of the Voting Stock (except directors’ qualifying shares and other minority shares held solely to satisfy organization requirements of the applicable jurisdiction) and voting interests of which are owned by any one or more of the Parent and its Wholly Owned Subsidiaries at such time.

SCHEDULE 5.3

DISCLOSURE

NONE

SCHEDULE 5.4

ORGANIZATION AND OWNERSHIP OF SHARES OF SUBSIDIARIES

PARENT

United Stationers Inc.

Delaware Corporation

Directors:	Frederick B. Hegi, Jr.
	Jean S. Blackwell
	Charles K. Crovitz
	Richard W. Gochnauer
	Daniel J. Good
	Ilene S. Gordon
	Roy W. Haley
	Benson P. Shapiro
	John J. Zillmer

Officers:	Richard W. Gochnauer	President and Chief Executive Officer
	S. David Bent	Senior Vice President and Chief Information Officer
	Ronald C. Berg	Senior Vice President, Inventory Management and Facility Support
	Eric A. Blanchard	Senior Vice President, General Counsel and Secretary
	Patrick T. Collins	Senior Vice President, Sales
	Brian S. Cooper	Senior Vice President and Treasurer
	Timothy P. Connolly	Senior Vice President, Operations
	James K. Fahey	Senior Vice President, Merchandising
	Mark J. Hampton	Senior Vice President, Marketing
	Jeffrey G. Howard	Senior Vice President, National Accounts and Channel Management
	P. Cody Phipps	President, United Stationers Supply
	Victoria J. Reich	Senior Vice President and Chief Financial Officer
	Stephen A. Schultz	Senior Vice President and President, Lagasse, Inc.
	Kenneth M. Nickel	Vice President, Controller and Chief Accounting Officer

SUBSIDIARY OF PARENT

United Stationers Supply Co.

Illinois Corporation

100% of Common Stock owned by United Stationers Inc.

ORGANIZATION AND OWNERSHIP OF SHARES OF SUBSIDIARIES

SUBSIDIARIES OF COMPANY

United Stationers Financial Services LLC

Illinois Limited Liability Company

100% Membership Interest by United Stationers Supply Co.

United Stationers Technology Services LLC

Illinois Limited Liability Company

100% Membership Interest by United Stationers Supply Co.

Lagasse, Inc.

Louisiana Corporation

100% of Common Stock owned by United Stationers Supply Co.

Azerty de Mexico S.A. de C.V.

Mexico Corporation

100% of Capital Stock owned by United Stationers Supply Co.

United Stationers Hong Kong Limited

Hong Kong Corporation

99% of Common Stock owned by United Stationers Supply Co.

1% of Common Stock owned by United Worldwide Limited

United Worldwide Limited

Hong Kong Corporation

99% of Common Stock owned by United Stationers Supply Co.

1% of Common Stock owned by United Stationers Hong Kong Limited

USS Receivables Company, Ltd.

Cayman Islands Company Limited by Shares

100% of Common Stock owned by United Stationers Financial Services LLC

SCHEDULE 5.5

FINANCIAL STATEMENTS

The Financial Statements filed with the Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

The Financial Statements filed with the Parent’s Form 10-Q for the quarterly period ended June 30, 2007.

SCHEDULE 5.8

LITIGATION

NONE

SCHEDULE 5.14

USE OF PROCEEDS

Net proceeds from the sale of the Notes will be used to reduce the outstanding principal obligations of the Second Amended and Restated Five-Year Revolving Credit Agreement dated July 5, 2007.

SCHEDULE 5.15

INDEBTEDNESS

Existing Indebtedness as of August 31, 2007

United Stationers Supply Co. :

1. Industrial Development Bond Loan in the amount of $6,800,000 as evidenced by (i) Loan Agreement dated December 1, 1986 between the City of Twinsburg, Ohio (“ Ohio ”) and United Stationers Supply Co.; (ii) Indenture of Trust dated December 1, 1986 between Ohio and Bank of New York (as successor in interest) (as supplemented); and (iii) Guaranty Agreement dated December 1, 1986 between United Stationers Supply Co. and Bank of New York (as successor in interest) (Twinsburg, Ohio). Outstanding Principal Amount $6,800,000.

2. Intercompany Indebtedness of United Stationers Supply Co. to United Stationers Hong Kong Limited and United Worldwide Limited in the aggregate amount of $20,650.

3. Indebtedness consisting of reimbursement obligations of up to $3,000,000 at any one time outstanding for letters of credit issued pursuant to that certain Standing Agreement for Commercial Letters of Credit dated as of June 6, 2001 by and among United Stationers Supply Co., United Worldwide Ltd. and United Stationers Hong Kong Ltd., on the one hand, and The Bank of New York, on the other hand, including those letters of credit outstanding as of the Closing Date and more specifically described below in this schedule.

4. [**]

5. Second Amended and Restated Five-Year Revolving Credit Agreement dated July 5, 2007 between United Stationers Supply Co., as the borrower, United Stationers Inc., as a credit party, and certain listed financial institutions and JPMorgan Chase Bank, N.A. for an aggregate committed principal availability amount of $325,000,000. The outstanding principal amount owed as of August 31, 2007 was $163,800,000.

6. Receivables Securitization Program Omnibus Amendment dated March 23, 2007 entered into by and among USS Receivables Company, Ltd., United Stationers Financial Services LLC, Falcon Asset Securitization Company LLC, and , PNC Bank, N.A. The maximum available funding amount is $250,000,000. The outstanding principal amount owed as of August 31, 2007 was $244,000,000. Under the Second Amended and Restated Five-Year Credit Agreement, the maximum permitted level of commitments for the Receivables Securitization Program is $375,000,000.

OUTSTANDING LETTERS OF CREDIT

(As of 8/31/07)

LC NO.

ISSUER

APPLICANT

ISSUE
DATE

EXPIRY
DATE

BENEFICIARY

OUTSTANDING
BALANCE

BACKSTOP (B)
OUTSTANDING
(O)
REPLACE (R)

1. 94020375

Bank of New York

United Stationers Supply Co./United Worldwide Limited/United Stationers Hong Kong

6/28/07

9/22/07

PT Pelinda Sarana Sukses

342.00

2. 94020377

Bank of New York

United Stationers Supply Co./United Worldwide Limited/United Stationers Hong Kong

7/31/07

9/25/07

Catalina Industries Inc.

27,495.16

3. 94020377

Bank of New York

United Stationers Supply Co./United Worldwide Limited/United Stationers Hong Kong

7/31/07

9/25/07

Ningbo Battery Electrical

46,283.80

4. 94020379

Bank of New York

United Stationers Supply Co./United Worldwide Limited/United Stationers Hong Kong

8/17/07

10/23/07

Catalina Industries Inc.

24,705.88

5. 581088-02

Comerica Bank

United Stationers Supply Co.

3/19/03

3/18/08 (Auto renewal)

Lumbermans Mutual Caualty Company

1,218,000.00

6. 581109-2

Comerica Bank

United Stationers Supply Co.

3/19/03

3/18/08 Auto Renewal

Sentry Insurance A Mutual Company

4,975,000.00

7. 00301404-00-000

PNC Bank

United Stationers Supply Co.

10/9/98

12/27/09

Bank of New York

6,960,000.00

8. 610626-06

Comerica Bank

United Stationers Supply Co.

5/31/05

3/21/08

The Travelers Indemnity Company

250,000.00

9. 624961-06

Comerica Bank

United Stationers Supply Co.

12/5/06

12/5/07(Auto Renewal)

The Travelers Indemnity Company

3,050,000.00

SCHEDULE 10.5

SUBSIDIARY INDEBTEDNESS

Any subsidiary Indebtedness is shown on SCHEDULE 5.15 INDEBTEDNESS.

EXHIBIT 1.1

[FORM OF SERIES 2007-A NOTE]

THE SECURITY EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

UNITED STATIONERS SUPPLY CO.

Floating Rate Secured Senior Note, Series 2007-A, due October 15, 2014

No. R-[ ]		[Date]
$[ ]		PPN: 913008 A*9

FOR VALUE RECEIVED, the undersigned, UNITED STATIONERS SUPPLY CO. (herein called the “Company”), a corporation organized and existing under the laws of the State of Illinois and a wholly owned Subsidiary of the Parent (as such term is defined below), promises to pay to [ ], or registered assigns, the principal sum of $[ ] on October 15, 2014, with interest (computed on the basis of a 360-day year and the actual number of days elapsed) (a) on the unpaid principal thereof at a floating rate equal to the Adjusted LIBOR Rate (as defined in the Note Purchase Agreement referred to below) from time to time, payable quarterly on each January 15, April 15, July 15 and October 15, commencing with the January 15, April 15, July 15 or October 15 next succeeding the date hereof, until the principal shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue LIBOR Breakage Amount at the Default Rate until paid.

Payments of principal of, interest on and any LIBOR Breakage Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement.

This Note is one of a series of Secured Senior Notes (herein called the “Notes”) issued pursuant to a Master Note Purchase Agreement dated as of October [ ], 2007 (as from time to time amended, the “Note Purchase Agreement”), between the Company, United Stationers Inc. (the “Parent”) and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to have made the representation set forth in Sections 6.1 and 6.2 of the Note Purchase

Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for the unpaid principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

This Note may not be prepaid in whole or in part prior to October 15, 2009. Thereafter it is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable LIBOR Breakage Amount) and with the effect and to the extent provided in the Note Purchase Agreement.

Payment of the principal of, and interest and LIBOR Breakage Amount, if any, on this Note, and all other amounts due under the Note Purchase Agreement, is guaranteed pursuant to the terms of Guaranties dated as of October [ ], 2007 of the Parent and of certain Subsidiaries of the Parent. The Notes also are secured by a pledge of collateral under the Collateral Documents. Reference is made to the Collateral Documents for a description of the property pledged and the rights of holders of the Notes in respect of such property.

An incorporator, director, officer, employee or stockholder, as such, of the Company, the Parent or any Subsidiary Guarantor shall not have any liability for any obligations of the Company, the Parent or a Subsidiary Guarantor under the Notes, the Parent Guaranty or the Subsidiary Guaranty or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

This Note shall be construed and enforced in accordance with, and the rights of the issuer and holder hereof shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

	UNITED STATIONERS SUPPLY CO.


	By:
	Name:
	Title:

EXHIBIT 1.2

UNITED STATIONERS SUPPLY CO.
UNITED STATIONERS INC.

[ ] SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT

Dated as of

Re: $ [ %] [Floating Rate] Secured Senior Notes, Series

due

UNITED STATIONERS SUPPLY CO.
UNITED STATIONERS INC.
One Parkway North Blvd., Suite 100
Deerfield, IL 60015
Phone: 847-627-7000
Fax: 847-627-7001

[ ] SUPPLEMENT TO MASTER NOTE PURCHASE

AGREEMENT DATED AS OF OCTOBER [ ], 2007

Dated as of [ ]

TO EACH OF THE PURCHASERS LISTED IN

THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

This [Number] Supplement to Master Note Purchase Agreement (the “Supplement”) is among UNITED STATIONERS INC., a Delaware corporation (the “Parent”), UNITED STATIONERS SUPPLY CO., an Illinois corporation and a Subsidiary of the Parent (the “Company”), and the institutional investor[s] named on the attached Schedule A (the “Purchaser[s]”).

Reference is hereby made to the Master Note Purchase Agreement dated as of October 15, 2007 (the “Note Purchase Agreement”) between the Company, the Parent and the purchasers listed on Schedule A thereto. Capitalized terms not otherwise defined herein shall have the meanings ascribed in the Note Purchase Agreement. Reference is further made to Section 1.2 of the Note Purchase Agreement, which provides that each series of Additional Notes will be issued pursuant to a Supplement.

The Company agrees with the Purchaser[s] as follows:

1. Authorization of the New Series of Additional Notes . The Company has authorized the issue and sale of $[ ] aggregate principal amount of Notes to be designated as its [ %] [Floating Rate] Secured Senior Notes, Series [ ], due [ ], [ ] (the “Series [ ] Notes”). The Series [ ] Notes, together with the Series 2007-A Notes [and the Series [ ] Notes] heretofore issued pursuant to the Note Purchase Agreement and each series of Additional Notes that may from time to time hereafter be issued pursuant to the provisions of Section 1.2 of the Note Purchase Agreement, are collectively referred to as the “Notes ” (such term shall also include any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement). The Series [ ] Notes shall be substantially in the form set out in Exhibit 1 to this [ ] Supplement, with such changes therefrom, if any, as may be approved by the Purchaser[s] and the Company.

2. Sale and Purchase of Series [ ] Notes . Subject to the terms and conditions herein and in the Note Purchase Agreement, the Company will issue and sell each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Series [ ] Notes in the principal amount specified opposite such Purchaser’s name in the attached Schedule A at the purchase price of 100% of the principal amount thereof. The obligations of the Purchasers are several and not joint obligations and each Purchaser shall have no liability to any Person for the performance or non-performance by any other Purchaser hereunder.

3. Closing . The sale and purchase of the Series [ ] Notes to be purchased by the Purchasers shall occur at the offices of [ ] at 9:00 a.m., [ ] time, at a closing (the “Closing”) on [ ], [ ] or on such other Business Day thereafter on or prior to [ ], [ ] as may be agreed upon by the Company and you and the other Purchasers. At the Closing, the Company will deliver to you the Series [ ] Notes to be purchased by you in the form of a single Note (or such greater number of Series [ ] Notes in denominations of at least $500,000 as you may request) dated the date of the Closing and registered in your name (or in the name of your nominee), against delivery by you to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to account number 30290298 at Northern Trust Co., 50 S. LaSalle Street, Chicago, Illinois 60675, ABA number 071000152. If at the Closing the Company fails to tender such Series [ ] Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s reasonable satisfaction, such Purchaser shall, at such Purchaser’s election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

4. Conditions to Closing . Each Purchaser’s obligation to purchase and pay for the Series [ ] Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s reasonable satisfaction, prior to or at the Closing, of the conditions set forth in Section 4 of the Note Purchase Agreement (as they may be supplemented, amended or superseded by the conditions set forth in paragraph (c) below) and to the following additional conditions:

(a) Except as supplemented, amended or superseded by the representations and warranties set forth in Schedule 4, each of the representations and warranties of the Parent and the Company set forth in Section 5 of the Note Purchase Agreement shall be correct in all material respects (except those representations and warranties that are qualified by materiality, which will be correct in all respects) as of the date of Closing (except for such representations and warranties that relate to a specific earlier date, which shall be correct in all material respects as of such specific earlier date) and each of the Parent and the Company shall have delivered to each Purchaser an Officer’s Certificate, dated the date of the Closing certifying that such condition has been fulfilled.

(b) Contemporaneously with the Closing, the Company shall sell to each Purchaser, and each Purchaser shall purchase, the Series Notes to be purchased by such Purchaser at the Closing as specified in Schedule A.

5. [Here insert special provisions for Series Notes including prepayment provisions applicable to Series Notes (including make-whole amount, premium and breakage amount, if any)].

6. Representations of the Purchasers . Each Purchaser represents and warrants that the representations and warranties set forth in Section 6 of the Note Purchase Agreement will be true and correct as of the date of the Closing with respect to the purchase of the Series Notes by such Purchaser.

7. Applicability of Note Purchase Agreement . The Company and each Purchaser agree to be bound by and comply with the terms and provisions of the Note Purchase Agreement as fully and completely as if such Purchaser were an original signatory to the Note Purchase Agreement.

8. Additional Provisions . [Here insert any additional provisions].

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company. This Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement.

	Very truly yours,

	UNITED STATIONERS SUPPLY CO.


	By:
	Name:
	Title:


	UNITED STATIONERS INC.


	By:
	Name:
	Title:

The foregoing is agreed

to as of the date thereof.

[ADD PURCHASER SIGNATURE BLOCKS]

CONFIRMATION

Each of the undersigned acknowledges receipt of the foregoing [ ] Supplement to Master Note Purchase Agreement dated as of October 15, 2007 and confirms the continuing validity and enforceability against such undersigned of the Subsidiary Guaranty to which such undersigned is a party.

[ADD SIGNATURE BLOCKS FOR EACH

SUBSIDIARY GUARANTOR]

Schedule A to

[ ] Supplement

INFORMATION RELATING TO PURCHASERS

Name and Address of Purchaser		Principal Amount of Series [ ] Notes to be Purchased

(1) All scheduled payments of principal and interest

by wire transfer of immediately available funds to:

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, premium, or interest

(2) All notices of payments and written confirmations of such wire transfers:

(3) Original notes delivered to:

(4) All other communications:

(5) E-mail address for electronic delivery:

(6) Tax ID No.

Schedule 4 to

[ ] Supplement

SUPPLEMENTAL REPRESENTATIONS

Each of the Parent and the Company represents and warrants to each Purchaser that, except as hereinafter set forth in this Schedule 4, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement is true and correct in all material respects (except those representations and warranties that are qualified by materiality, which will be correct in all respects) as of the date hereof (except for such representations and warranties that relate to a specific earlier date, which shall be correct in all material respects as of such specific earlier date) with respect to the Series Notes with the same force and effect as if each reference to “Series 2007-A Notes” set forth therein was modified to refer to the “Series Notes” and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as supplemented by the Supplement. The Section references hereinafter set forth correspond to the similar sections of the Note Purchase Agreement that are superseded hereby with respect to the Series Notes:

Section 5.3 . Disclosure . The Parent and the Company, through their agent, [ ], have delivered to each Purchaser a copy of a Private Placement Memorandum, dated [ ] (the “Memorandum”), relating to the transactions contemplated by the [ ] Supplement. The Memorandum fairly describes, in all material respects, the general nature of the business and principal properties of the Parent and its Subsidiaries. The Note Purchase Agreement, the Memorandum (including the Parent’s SEC filings referred to therein), the documents, certificates or other writings identified in Schedule 5.3 to the Supplement by or on behalf of the Parent in connection with the transactions contemplated by the Note Purchase Agreement and the Supplement and the financial statements listed in Schedule 5.5 to the Supplement (the Note Purchase Agreement, the Supplement, the Memorandum and such documents, certificates or other writings and such financial statements being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Except as disclosed in the Disclosure Documents, since , there has been no change in the financial condition, operations, business or properties of the Parent or any Subsidiary except changes that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Parent or the Company that would reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.

Section 5.4 . Organization and Ownership of Shares of Subsidiaries . (a) Schedule 5.4 to the Supplement contains (except as noted therein) complete and correct lists of (i) the Parent’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization and the percentage of shares of each class of its capital stock or similar equity

interests outstanding owned by the Parent and each other Subsidiary and (ii) the Parent’s directors and senior officers.

Section 5.13 . Private Offering by the Company . None of the Parent, the Company or anyone acting on their behalf has offered the Series Notes, the Parent Guaranty or the Subsidiary Guaranty or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than [ ] other Institutional Investors as defined in clause (c) of such term, each of which has been offered the Series Notes, the Parent Guaranty and the Subsidiary Guaranty at a private sale for investment. None of the Parent, the Company or anyone acting on their behalf has taken, or will take, any action that would subject the issuance or sale of the Series Notes, the Parent Guaranty or the Subsidiary Guaranty to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

Section 5.14 . Use of Proceeds; Margin Regulations . Net proceeds from the sale of the Series Notes will be used for and for general corporate purposes. No part of the proceeds from the sale of the Series Notes pursuant to the Supplement will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than [ ]% of the value of the consolidated assets of the Parent and its Subsidiaries and the Parent does not have any present intention that margin stock will constitute more than [ ]% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Section 5.15 . Existing Debt; Future Liens . (a) Except as described therein, Schedule 5.15 to the Supplement sets forth a complete and correct list of all outstanding Indebtedness of the Parent and its Subsidiaries as of [ ], since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent or its Subsidiaries. Neither the Parent nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Material Indebtedness of the Parent or any Subsidiary and no event or condition exists with respect to any Material Indebtedness of the Parent or any Subsidiary that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Material Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

[Add any additional Sections as appropriate at the time the Series Notes are issued and any exceptions to the representations and warranties]

Exhibit 1 to

Supplement

FORM OF SERIES [ ] NOTE

EXHIBIT 1.3(a)(i)

PARENT GUARANTY

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”).

W I T N E S S E T H :

WHEREAS, UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Company”), the Guarantor and the initial Holders have entered into a Master Note Purchase Agreement dated as of October 15, 2007 (the Master Note Purchase Agreement as amended, supplemented, restated or otherwise modified from time to time in accordance with its terms and in effect, the “Note Purchase Agreement”);

WHEREAS, the Note Purchase Agreement contemplates the issuance by the Company of Notes (as defined in the Note Purchase Agreement) in one or more series and tranches;

WHEREAS, the Company is a wholly owned Subsidiary of the Guarantor and the Guarantor will derive substantial benefits from the purchase by the Holders of the Notes;

WHEREAS, it is a condition precedent to the obligation of the Holders to purchase the Notes that the Guarantor shall have executed and delivered this Guaranty to the Holders; and

WHEREAS, the Guarantor desires to execute and deliver this Guaranty to satisfy the conditions described in the preceding paragraph;

NOW, THEREFORE, in consideration of the premises and other benefits to the Guarantor, and of the purchase of the Notes by the Holders, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Guarantor makes this Guaranty as follows:

SECTION 1. Definitions . Any capitalized terms not otherwise herein defined shall have the meanings ascribed to them in the Note Purchase Agreement.

SECTION 2. Guaranty . The Guarantor unconditionally and irrevocably guarantees to the Holders the due, prompt and complete payment by the Company of the principal of, Make-Whole Amount or LIBOR Breakage Amount, if any, and interest on (including interest accruing or becoming owing subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company), and each other amount due under, the Notes and the Note Purchase Agreement, when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by declaration or otherwise) in accordance with the terms of the Notes and the Note Purchase Agreement (the Notes and the

Note Purchase Agreement being sometimes hereinafter collectively referred to as the “Note Documents” and the amounts payable by the Company under the Note Documents, and all other monetary obligations of the Company thereunder (including any reasonable attorneys’ fees and expenses), being sometimes collectively hereinafter referred to as the “Obligations”). This Guaranty is a guaranty of payment and not just of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Company or upon any other event, contingency or circumstance whatsoever. If for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to pay such amounts as and when the same shall become due and payable, the Guarantor, without demand, presentment, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to the Holders under the terms of such Note Documents, in lawful money of the United States, at the place specified in the Note Purchase Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent provided for under such Note Documents) on any amount due and owing from the Company. The Guarantor, promptly after demand, will pay to the Holders the reasonable costs and expenses of collecting such amounts or otherwise enforcing this Guaranty, including, without limitation, the reasonable fees and expenses of counsel.

SECTION 3. Guarantor’s Obligations Unconditional . The obligations of the Guarantor under this Guaranty shall be primary, absolute and unconditional obligations of the Guarantor, shall not be subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment, reduction or defense based upon any claim the Guarantor or any other person may have against the Company or any other person, and to the full extent permitted by applicable law shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever other than the indefeasible payment in full of the Obligations (whether or not the Guarantor or the Company shall have any knowledge or notice thereof), including:

(a) any termination, amendment or modification of or deletion from or addition or supplement to or other change in any of the Note Documents or any other instrument or agreement applicable to any of the parties to any of the Note Documents;

(b) any furnishing or acceptance of any security, or any release of any security, for the Obligations, or the failure of any security or the failure of any person to perfect any interest in any collateral;

(c) any failure, omission or delay on the part of the Company to conform or comply with any term of any of the Note Documents or any other instrument or agreement referred to in paragraph (a) above, including, without limitation, failure to give notice to the Guarantor of the occurrence of a “Default” or an “Event of Default” under any Note Document;

instrument or agreement referred to in paragraph (a) above or any obligation or liability of the Company, or any exercise or non-exercise of any right, remedy, power or privilege under or in respect of any such instrument or agreement or any such obligation or liability;

(e) any failure, omission or delay on the part of any of the Holders to enforce, assert or exercise any right, power or remedy conferred on such Holder in this Guaranty, or any such failure, omission or delay on the part of such Holder in connection with any Note Document, or any other action on the part of such Holder;

(f) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Company, the Guarantor or to any other person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding;

(g) any discharge, termination, cancellation, frustration, irregularity, invalidity or unenforceability, in whole or in part, of any of the Note Documents or any other agreement or instrument referred to in paragraph (a) above or any term hereof;

(h) any merger or consolidation of the Company or the Guarantor into or with any other corporation, or any sale, lease or transfer of any of the assets of the Company or the Guarantor to any other person;

(i) any change in the ownership of any shares of capital stock of the Company or any change in the corporate relationship between the Company and the Guarantor, or any termination of such relationship;

(j) any release or discharge, by operation of law, of any other guarantor from the performance or observance of any obligation, covenant or agreement contained in any other guarantee of the Note Documents or the Obligations; or

(k) any other occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Guarantor.

SECTION 4. Full Recourse Obligations . The obligations of the Guarantor set forth herein constitute the full recourse obligations of the Guarantor enforceable against it to the full extent of all its assets and properties.

SECTION 5. Waiver . The Guarantor unconditionally waives, to the extent permitted by applicable law, (a) notice of any of the matters referred to in Section 3, (b) notice to the

Guarantor of the incurrence of any of the Obligations, notice to the Guarantor or the Company of any breach or default by the Company with respect to any of the Obligations or any other notice that may be required, by statute, rule of law or otherwise, to preserve any rights of the Holders against the Guarantor, (c) presentment to or demand of payment from the Company or the Guarantor with respect to any amount due under any Note Document or protest for nonpayment or dishonor, (d) any right to the enforcement, assertion or exercise by any of the Holders of any right, power, privilege or remedy conferred in the Note Purchase Agreement or any other Note Document or otherwise, (e) any requirement of diligence on the part of any of the Holders, (f) any requirement to exhaust any remedies or to mitigate the damages resulting from any default under any Note Document, (g) any notice of any sale, transfer or other disposition by any of the Holders of any right, title to or interest in the Note Purchase Agreement or in any other Note Document and (h) any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against the Guarantor.

SECTION 6. Subrogation, Contribution, Reimbursement or Indemnity . Until all Obligations have been indefeasibly paid in full, the Guarantor agrees not to take any action pursuant to any rights which may have arisen in connection with this Guaranty to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy Code, as amended, including section 509 thereof, under common law or otherwise) of any of the Holders against the Company or against any collateral security or guaranty or right of offset held by the Holders for the payment of the Obligations. Until all Obligations have been indefeasibly paid in full, the Guarantor agrees not to take any action pursuant to any contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against the Company which may have arisen in connection with this Guaranty. So long as the Obligations remain, if any amount shall be paid by or on behalf of the Company to the Guarantor on account of any of the rights waived in this paragraph, such amount shall be held by the Guarantor in trust, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Holders (duly endorsed by the Guarantor to the Holders, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Holders may determine.

SECTION 7. Effect of Bankruptcy Proceedings, etc. This Guaranty shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the sums due to any of the Holders pursuant to the terms of the Note Purchase Agreement or any other Note Document is rescinded or must otherwise be restored or returned by the Holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any other person, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Company or other person or any substantial part of its property, or otherwise, all as though such payment had not been made. If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and one or more Holders shall have attempted to accelerate the maturity of the principal amount of the Notes pursuant to and in compliance with Section 12.1 of the Note Purchase Agreement, or an event shall have occurred that pursuant to Section 12.1 of the Note Purchase Agreement purportedly results in the automatic acceleration of

the maturity of the principal amount of the Notes, and in either such case such acceleration shall at such time be prevented by reason of the pendency against the Company or any other Person of a case or proceeding under a bankruptcy or insolvency law, the Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, the maturity of the principal amount of the Notes and all other Obligations shall be deemed to have been accelerated with the same effect as if any Holder had accelerated the same in accordance with the terms of the Note Purchase Agreement or other applicable Note Document, and the Guarantor shall forthwith pay such principal amount, Make-Whole Amount, if any, LIBOR Breakage Amount, if any, and interest thereon and any other amounts guaranteed hereunder without further notice or demand.

SECTION 8. Term of Agreement . This Guaranty and all guaranties, covenants and agreements of the Guarantor contained herein shall continue in full force and effect and shall not be discharged until such time as all of the Obligations shall be paid and performed in full and all of the agreements of the Guarantor hereunder shall be duly paid and performed in full.

SECTION 9. Notices . All notices and communications provided for hereunder shall be in writing and sent by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or by registered or certified mail with return receipt requested (postage prepaid), or by a recognized overnight delivery service (with charges prepaid) (a) if to the Company or any Holder at the address set forth in the Note Purchase Agreement or (b) if to the Guarantor, in care of the Company at the Company’s address set forth in the Note Purchase Agreement, or in each case at such other address as the Company, any Holder or such Guarantor shall from time to time designate in writing to the other parties. Any notice so addressed shall be deemed to be given when actually received.

SECTION 10. Survival . All warranties, representations and covenants made by the Guarantor herein or in any certificate or other instrument delivered by it or on its behalf hereunder shall be considered to have been relied upon by the Holders and shall survive the execution and delivery of this Guaranty, regardless of any investigation made by any of the Holders. All statements in any such certificate or other instrument shall constitute warranties and representations by such Guarantor hereunder.

SECTION 11. Jurisdiction and Process; Waiver of Jury Trial .

(a) The Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Parent Guaranty, the Note Purchase Agreement or the Notes. To the fullest extent permitted by applicable law, the Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b) The Guarantor consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding solely of the nature referred to in Section 11(a) by mailing a copy thereof by registered, certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 9, to it. The Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(c) Nothing in this Section 11 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d) THE GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

SECTION 12. Miscellaneous . Any provision of this Guaranty that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the Guarantor hereby waives any provision of law that renders any provisions hereof prohibited or unenforceable in any respect. The terms of this Guaranty shall be binding upon, and inure to the benefit of, the Guarantor and the Holders and their respective successors and assigns. No term or provision of this Guaranty may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the Guarantor and the Required Holders. The section and paragraph headings in this Guaranty are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof, and all references herein to numbered sections, unless otherwise indicated, are to sections in this Guaranty. This Guaranty shall in all respects be governed by, and construed in accordance with, the laws of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed as of the day and year first above written.

	UNITED STATIONERS INC.


	By:
	Name:
	Title:

EXHIBIT 1.3(a)(ii)

SUBSIDIARY GUARANTY

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”).

W I T N E S S E T H :

WHEREAS, UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Company”), UNITED STATIONERS INC., a Delaware corporation and the owner of all of the issued and outstanding stock of the Company (the “Parent”), and the initial Holders have entered into a Master Note Purchase Agreement dated as of October 15, 2007 (the Master Note Purchase Agreement as amended, supplemented, restated or otherwise modified from time to time in accordance with its terms and in effect, the “Note Purchase Agreement”);

WHEREAS, the Note Purchase Agreement contemplates the issuance by the Company of Notes (as defined in the Note Purchase Agreement) in one or more series and tranches;

WHEREAS, the Parent or Company directly or indirectly owns all of the issued and outstanding capital stock of each Guarantor and, by virtue of such ownership and otherwise, such Guarantor has derived or will derive substantial benefits from the purchase by the Holders of the Notes;

WHEREAS, it is a requirement of the Note Purchase Agreement that each Guarantor execute and deliver this Guaranty to the Holders; and

WHEREAS, each Guarantor desires to execute and deliver this Guaranty to satisfy the requirement described in the preceding paragraph;

NOW, THEREFORE, in consideration of the premises and other benefits to each Guarantor, and of the purchase of the Notes by the Holders, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, each Guarantor makes this Guaranty as follows:

SECTION 1 Definitions . Any capitalized terms not otherwise herein defined shall have the meanings attributed to them in the Note Purchase Agreement.

SECTION 2 Guaranty . Each Guarantor, jointly and severally with each other Guarantor, unconditionally and irrevocably guarantees to the Holders the due, prompt and complete payment by the Company of the principal of, Make-Whole Amount, if any, LIBOR Breakage Amount, if any, and interest on (including interest accruing or becoming owing subsequent to the commencement of any bankruptcy, reorganization or similar proceeding involving the Company), and each other amount due under, the Notes and the Note Purchase

Agreement, when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by declaration or otherwise) in accordance with the terms of the Notes and the Note Purchase Agreement (the Notes and the Note Purchase Agreement being sometimes hereinafter collectively referred to as the “Note Documents” and the amounts payable by the Company under the Note Documents (including any reasonable attorneys’ fees and expenses), being sometimes collectively hereinafter referred to as the “Obligations”). This Guaranty is a guaranty of payment and not just of collectibility and is in no way conditioned or contingent upon any attempt to collect from the Company or upon any other event, contingency or circumstance whatsoever. If for any reason whatsoever the Company shall fail or be unable duly, punctually and fully to pay such amounts as and when the same shall become due and payable, each Guarantor, without demand, presentment, notice of acceleration, notice of intent to accelerate, protest or notice of any kind, will forthwith pay or cause to be paid such amounts to the Holders under the terms of such Note Documents, in lawful money of the United States, at the place specified in the Note Purchase Agreement, or perform or comply with the same or cause the same to be performed or complied with, together with interest (to the extent provided for under such Note Documents) on any amount due and owing from the Company. Each Guarantor, promptly after demand, will pay to the Holders the reasonable costs and expenses of collecting such amounts or otherwise enforcing this Guaranty, including, without limitation, the reasonable fees and expenses of counsel. Notwithstanding the foregoing, the right of recovery against each Guarantor under this Guaranty is limited to the extent it is judicially determined with respect to any Guarantor that entering into this Guaranty would violate Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law, in which case such Guarantor shall be liable under this Guaranty only for amounts aggregating up to the largest amount that would not render such Guarantor’s obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any state law.

SECTION 3. Guarantor’s Obligations Unconditional . The obligations of each Guarantor under this Guaranty shall be primary, absolute and unconditional obligations of each Guarantor, shall not be subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment, reduction or defense based upon any claim each Guarantor or any other Person may have against the Company or any other Person, and to the full extent permitted by applicable law shall remain in full force and effect without regard to, and except as provided in Section 9.7(b) of the Note Purchase Agreement, shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever other than indefeasibly payment in full of the Obligations (whether or not each Guarantor or the Company shall have any knowledge or notice thereof), including:

(b) any furnishing or acceptance of any security, or any release of any security, for the Obligations, or the failure of any security or the failure of any Person to perfect any interest in any collateral;

(c) any failure, omission or delay on the part of the Company to conform or comply with any term of any of the Note Documents or any other instrument or agreement referred to in paragraph (a) above, including, without limitation, failure to give notice to any Guarantor of the occurrence of a “Default” or an “Event of Default” under any Note Document;

(d) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in any Note Document, or any other waiver, consent, extension, indulgence, compromise, settlement, release or other action or inaction under or in respect of any of the Note Documents or any other instrument or agreement referred to in paragraph (a) above or any obligation or liability of the Company, or any exercise or non-exercise of any right, remedy, power or privilege under or in respect of any such instrument or agreement or any such obligation or liability;

(f) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, conservatorship, custodianship, liquidation, marshaling of assets and liabilities or similar proceedings with respect to the Company, any Guarantor or to any other Person or any of their respective properties or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding;

(h) any merger or consolidation of the Company or any Guarantor into or with any other corporation, or any sale, lease or transfer of any of the assets of the Company or any Guarantor to any other Person;

(i) any change in the ownership of any shares of capital stock of the Company or any change in the corporate relationship between the Company and any Guarantor, or any termination of such relationship;

(j) any release or discharge, by operation of law, of any Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guaranty; or

discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against any Guarantor.

SECTION 4. Full Recourse Obligations . The obligations of each Guarantor set forth herein constitute the full recourse obligations of such Guarantor enforceable against it to the full extent of all its assets and properties.

SECTION 5. Waiver . Each Guarantor unconditionally waives, to the extent permitted by applicable law, (a) notice of any of the matters referred to in Section 3, (b) notice to such Guarantor of the incurrence of any of the Obligations, notice to such Guarantor or the Company of any breach or default by such Company with respect to any of the Obligations or any other notice that may be required, by statute, rule of law or otherwise, to preserve any rights of the Holders against such Guarantor, (c) presentment to, notice of acceleration of, notice of intent to accelerate or demand of payment from the Company or the Guarantor with respect to any amount due under any Note Document or protest for nonpayment or dishonor, (d) any right to the enforcement, assertion or exercise by any of the Holders of any right, power, privilege or remedy conferred in the Note Purchase Agreement or any other Note Document or otherwise, (e) any requirement of diligence on the part of any of the Holders, (f) any requirement to exhaust any remedies or to mitigate the damages resulting from any default under any Note Document, (g) any notice of any sale, transfer or other disposition by any of the Holders of any right, title to or interest in the Note Purchase Agreement or in any other Note Document and (h) any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against such Guarantor.

SECTION 6. Subrogation, Contribution, Reimbursement or Indemnity . Until all Obligations have been indefeasibly paid in full, each Guarantor agrees not to take any action pursuant to any rights which may have arisen in connection with this Guaranty to be subrogated to any of the rights (whether contractual, under the United States Bankruptcy Code, as amended, including Section 509 thereof, under common law or otherwise) of any of the Holders against the Company or against any collateral security or guaranty or right of offset held by the Holders for the payment of the Obligations. Until all Obligations have been indefeasibly paid in full, each Guarantor agrees not to take any action pursuant to any contractual, common law, statutory or other rights of reimbursement, contribution, exoneration or indemnity (or any similar right) from or against the Company which may have arisen in connection with this Guaranty. So long as the Obligations remain, if any amount shall be paid by or on behalf of the Company to any Guarantor on account of any of the rights waived in this paragraph, such amount shall be held by such Guarantor in trust, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Holders (duly endorsed by such Guarantor to the Holders, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Holders may determine.

by such Holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any other Person, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Company or other person or any substantial part of its property, or otherwise, all as though such payment had not been made. If an event permitting the acceleration of the maturity of the principal amount of the Notes shall at any time have occurred and be continuing and one or more Holders shall have attempted to accelerate the maturity of the principal amount of the Notes pursuant to and in compliance with Section 12.1 of the Note Purchase Agreement, or an event shall have occurred that pursuant to Section 12.1 of the Note Purchase Agreement purportedly results in the automatic acceleration of the maturity of the principal amount of the Notes, and in either such case such acceleration shall at such time be prevented by reason of the pendency against the Company or any other Person of a case or proceeding under a bankruptcy or insolvency law, each Guarantor agrees that, for purposes of this Guaranty and its obligations hereunder, the maturity of the principal amount of the Notes and all other Obligations shall be deemed to have been accelerated with the same effect as if any Holder had accelerated the same in accordance with the terms of the Note Purchase Agreement or other applicable Note Document, and such Guarantor shall forthwith pay such principal amount, Make-Whole Amount, if any, LIBOR Breakage Amount, if any, and interest thereon and any other amounts guaranteed hereunder without further notice or demand.

SECTION 8. Term of Agreement . Subject to Section 9.7(b) of the Note Purchase Agreement, this Guaranty and all guaranties, covenants and agreements of each Guarantor contained herein shall continue in full force and effect and shall not be discharged until such time as all of the Obligations shall be irrevocably paid and performed in full in cash and all of the agreements of such Guarantor hereunder shall be irrevocably duly paid and performed in full in cash.

SECTION 9. Representations and Warranties . Each Guarantor represents and warrants to each Holder that:

(a) such Guarantor is a corporation or other legal entity validly existing and in good standing or equivalent status under the laws of its jurisdiction of organization and has the corporate or other power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged;

(b) such Guarantor has the corporate or other power and authority and the legal right to execute and deliver, and to perform its obligations under, this Guaranty, and has taken all necessary corporate or other action to authorize its execution, delivery and performance of this Guaranty;

(c) this Guaranty constitutes a legal, valid and binding obligation of such Guarantor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(d) the execution, delivery and performance of this Guaranty will not violate any requirement of law applicable to such Guarantor or material contractual obligation of such Guarantor and, except as provided in the Note Purchase Agreement, will not result in or require the creation or imposition of any Lien on any of the properties, revenues or assets of the Guarantor pursuant to the provisions of any material contractual obligation of such Guarantor or any requirement of law;

(e) except as provided in the Note Purchase Agreement, no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or governmental authority is required in connection with the execution, delivery or performance of this Guaranty;

(f) except as provided in the Note Purchase Agreement, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of such Guarantor, threatened by or against such Guarantor or any of its properties (i) with respect to this Guaranty or any of the transactions contemplated hereby or (ii) which would reasonably be expected to have a Material Adverse Effect;

(g) the execution, delivery and performance of this Guaranty will not violate any provision of any order, judgment, writ, award or decree of any court, arbitrator or Governmental Authority, domestic or foreign, or of the charter or by-laws of such Guarantor or of any securities issued by such Guarantor; and

(h) after giving effect to the transactions contemplated herein and after giving due consideration to any rights of contribution, (i) the present fair salable value of the assets of such Guarantor is in excess of the amount that will be required to pay its probable liability on its existing debts as said debts become absolute and matured, (ii) such Guarantor has received reasonably equivalent value for executing and delivering this Guaranty, (iii) the property remaining in the hands of such Guarantor is not an unreasonably small capital, and (iv) such Guarantor is able to pay its debts as they mature.

SECTION 10. Notices . All notices and communications provided for hereunder shall be in writing and sent by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or by registered or certified mail with return receipt requested (postage prepaid), or by a recognized overnight delivery service (with charges prepaid) (a) if to the Company or any Holder at the address set forth in, the Note Purchase Agreement or (b) if to a Guarantor, in care of the Company at the Company’s address set forth in the Note Purchase Agreement, or in each case at such other address as the Company, any Holder or such Guarantor shall from time to time designate in writing to the other parties. Any notice so addressed shall be deemed to be given when actually received.

SECTION 11. Jurisdiction and Process; Waiver of Jury Trial .

(a) Each Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York state or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guaranty, the Note Purchase Agreement or the Notes. To the fullest extent permitted by applicable law, each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b) Each Guarantor consents to process being served in any suit, action or proceeding solely of the nature referred to in Section 11(a) by mailing a copy thereof by registered or certified or priority mail, postage prepaid, return receipt requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 10, to it. Each Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(c) Nothing in this Section 11 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d) EACH GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

SECTION 12. Miscellaneous . Any provision of this Guaranty which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, each Guarantor hereby waives any provision of law that renders any provisions hereof prohibited or unenforceable in any respect. The terms of this Guaranty shall be binding upon, and inure to the benefit of, each Guarantor and the Holders and their respective successors and assigns. It is agreed and understood that any Subsidiary of the Company or of any Guarantor may become a Guarantor hereunder by executing a Joinder substantially in the form of Exhibit A attached hereto and delivering the same to the Holders. Any such Person shall thereafter be a

“Guarantor” for all purposes under this Guaranty. No term or provision of this Guaranty may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by each Guarantor and the Holders; provided, however, that a Guarantor may be fully released and discharged from this Guaranty pursuant to the terms of Section 9.7(b) of the Note Purchase Agreement. The section and paragraph headings in this Guaranty are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof, and all references herein to numbered sections, unless otherwise indicated, are to sections in this Guaranty. This Guaranty shall in all respects be governed by, and construed in accordance with, the laws of the State of New York excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed as of the day and year first above written.

	UNITED STATIONERS FINANCIAL SERVICES LLC


	By:
	Name:
	Title:


	UNITED STATIONERS TECHNOLOGY SERVICES LLC


	By:
	Name:
	Title:


	LAGASSE, INC.


	By:
	Name:
	Title:

FORM OF JOINDER TO SUBSIDIARY GUARANTY

The undersigned (the “Guarantor”), joins in the Subsidiary Guaranty dated as of October 15, 2007 from the Guarantors named therein in favor of the Holders, as defined therein, and (i) jointly and severally with the other Guarantors under the Subsidiary Guaranty, guarantees to the Holders from time to time of the Notes the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and the full and prompt performance and observance of all Obligations (as defined in Section 2 of the Subsidiary Guaranty), (ii) accepts and agrees to perform and observe all of the covenants set forth therein, (iii) waives the rights set forth in Section 5 of the Subsidiary Guaranty, (iv) waives the rights, submits to jurisdiction, and waives service of process as described in Section 11 of the Subsidiary Guaranty and (v) agrees to be bound by all of the terms thereof and represents and warrants to the Holders that:

(a) the Guarantor is validly existing and in good standing or equivalent status under the laws of its jurisdiction of organization and has the requisite power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged;

(b) the Guarantor has the requisite power and authority and the legal right to execute and deliver this Joinder to Subsidiary Guaranty (“Joinder”) and to perform its obligations hereunder and under the Subsidiary Guaranty and has taken all necessary action to authorize its execution and delivery of this Joinder and its performance of the Subsidiary Guaranty; and

(c) the Subsidiary Guaranty constitutes a legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

IN WITNESS WHEREOF, the undersigned has caused this Joinder to Subsidiary Guaranty to be duly executed as of , .

	[Name of Guarantor]


	By:
	Name:
	Title:

EXHIBIT 1.3(C)

FORM OF INTERCREDITOR AGREEMENT

INTERCREDITOR AGREEMENT

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 “Collateral Agent” ). Capitalized terms used herein but not defined herein shall have the meanings set forth in the “Bank Credit Agreement” and the “Note Agreement” and the “Eligible Additional Senior Secured Documents” (each as defined below).

RECITALS:

WHEREAS, United Stationers Supply Co., an Illinois corporation (herein called the “Company” ), United Stationers Inc., a Delaware corporation (the “ Parent ”), the Banks, and the Agent entered into that certain Second Amended and Restated Five-Year Revolving Credit Agreement dated as of July 5, 2007 (as the same have been or may be amended, restated, supplemented or otherwise modified, replaced or refinanced from time to time, the “Bank Credit Agreement” ), pursuant to which, among other things, the Banks have agreed to make certain advances to the Company (the “Loans” ) and to issue letters of credit for the account of the Company (the “Letters of Credit” );

WHEREAS, the Company, the Parent and the Noteholders listed on Annex II entered into a Master Note Purchase Agreement, dated as of October 15, 2007 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Note Agreement ”) pursuant to which the Company issued and sold to the Noteholders $135,000,000 aggregate principal amount of the Company’s Floating Rate Secured Senior Notes, Series 2007-A, due October 15, 2014 (the “ Series 2007-A Notes ”); and which Note Agreement provides for the issuance by the Company of one or more additional series of secured senior notes (“ Additional Notes ” and, together with the Series 2007-A Notes, the “ Notes ”; the Notes, the Note Agreement, the Bank Credit Agreement and any other document, agreement or instrument pursuant to which Eligible Additional Senior Secured Indebtedness is incurred or issued and which governs any Eligible Additional Senior Secured Indebtedness (the “ Eligible Additional Senior Secured Documents ”) being herein referred to as the “Lender Documents” );

WHEREAS, pursuant to the terms of the Collateral Documents, each of the Company and the entities set forth on Annex III hereto (together with any other subsidiaries of the Parent or the Company that may hereafter become parties to any Collateral Document, the “Credit Parties” )

that have guaranteed the repayment of all amounts due and payable under the Lender Documents, shall, as of the date hereof, have granted a security interest in certain of its assets to the Collateral Agent; and

WHEREAS, the Lenders desire to agree to the relative priority of the application of payments received pursuant to the terms of the Collateral Documents with respect to the Obligations (as defined below), and certain other rights and interests;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Lenders and the Collateral Agent hereby agree as follows:

1. Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

“Actionable Default” means, under the Lender Documents, (a) a Default or Event of Default (as defined therein) shall have occurred thereunder as a result of (i) the nonpayment of amounts owing thereunder, (ii) noncompliance with any financial covenant set forth therein or (iii) the bankruptcy or insolvency of the Company or any of its affiliates, including, without limitation, the Credit Parties, (b) a notice shall have been delivered to the Company by the Agent under the Bank Credit Agreement or a Noteholder under the Note Agreement or an Additional Holder under the Eligible Additional Senior Secured Documents indicating that a Default or Event of Default (as defined therein) has occurred and is continuing and the Obligations due under any such agreement are immediately due and payable, to the extent provided for in the applicable Lender Document, (c) a default shall have occurred under any Collateral Document or Guaranty (defined below) and the Agent, the Collateral Agent, or a Lender, as applicable, shall have caused the amounts owing thereunder to become immediately due and payable, to the extent provided for in the applicable Collateral Document or Guaranty or (d) any Lender shall have exercised a banker’s lien or right of offset against any account of the Company or any Credit Party maintained with such Lender after the occurrence of a Default or Event of Default (as defined therein).

“Agent’s Expenses” means all of the fees, costs and expenses of the Collateral Agent (including, without limitation, the reasonable fees and disbursements of its counsel) (i) arising in connection with the preparation, execution, delivery, modification, restatement, amendment or termination of this Agreement and each Collateral Document, if not previously reimbursed, or the enforcement (whether in the context of a civil action, adversarial proceeding, workout or otherwise) of any of the provisions hereof or thereof, or (ii) incurred or required to be advanced in connection with the sale or other disposition or the custody, preservation or protection of the Collateral pursuant to any Collateral Document and the exercise or enforcement of the Collateral Agent’s rights under this Agreement and in and to the Collateral.

“Collateral” means all property of the Company or any Credit Party in which the Agent or the Collateral Agent shall have been granted a security interest or lien under any of the Collateral Documents.

“Collateral Account” means the collateral account established and maintained by the Collateral Agent pursuant to Section 8 .

“Collateral Documents” means any and all security agreements, pledge agreements, financing statements, and other similar instruments executed by the Company or any Credit Party in favor of the Collateral Agent from time to time pursuant hereto, in each case as such

agreements, documents and instruments may be amended, modified, supplemented and/or restated, and together in each case with any other agreements, instruments and documents incidental thereto.

“Distribution Date” means the second business day in each calendar week, commencing with the first such business day following receipt by the Collateral Agent of a Notice of Actionable Default.

“Eligible Additional Senior Secured Indebtedness” means all monetary obligations under the Eligible Additional Senior Secured Agreements and that are permitted under the Bank Credit Agreement, the Note Agreement and any other Eligible Additional Senior Secured Documents (if in effect) to be secured by the Liens and security interests under the Collateral Documents on a pari passu basis (on all or part of the Collateral) with the Obligations under the Bank Credit Agreement and the Note Agreement and any other Eligible Additional Senior Secured Indebtedness (if in effect) so long as the property and assets covered by such Liens and security interests also secure the Obligations under the Bank Credit Agreement and the Note Agreement and any other Eligible Additional Senior Secured Indebtedness (if in effect).

“Guaranty” means any guaranty entered into by a Credit Party in favor of the Agent, the Collateral Agent, and/or any Lender guaranteeing the repayment of the Obligations due and payable under a Lender Document.

“L/C Interests” means, with respect to any Bank, such Bank’s direct or participation interests in all unpaid reimbursement obligations with respect to Letters of Credit and such Bank’s direct obligations or risk participations with respect to undrawn amounts of all outstanding Letters of Credit, provided that the undrawn amounts of outstanding Letters of Credit shall be considered to have been reduced to the extent of any amount on deposit with the Agent at any time as provided in Section 9(b) hereof .

“Notice of Actionable Default” means a written notice to the Collateral Agent from any Lender or Lenders stating that it is a “Notice of Actionable Default” hereunder and certifying that an Actionable Default has occurred and is continuing. A Notice of Actionable Default may be included in a written direction to the Collateral Agent from the Requisite Lenders pursuant to Section 5 .

“ Notice of Default ” means a written notice to the Collateral Agent from any Lender or Lenders stating that it is a “Notice of Default” hereunder and certifying that an Event of Default (as defined in the Bank Credit Agreement or the Note Agreement or the Eligible Additional Senior Secured Documents to which an Additional Holder is a party) has occurred and is continuing.

“Obligations” means all of the monetary obligations owed by the Company and the Credit Parties to the Lenders and the Agent under the Bank Credit Agreement, the Note Agreement, the Eligible Additional Senior Secured Documents, the Notes, the Guaranties, the Collateral Documents, and related agreements, documents, and instruments, including, without limitation, (1) the outstanding principal amount of, accrued and unpaid interest on, and any unpaid premium or make whole amount (as defined in the Note Agreement or, if applicable, any Eligible Additional Senior Secured Documents) or other breakage or prepayment indemnification due with respect to, the Loans, the Notes or any Eligible Additional Senior Secured Indebtedness, (2) any unpaid reimbursement obligations with respect to any Letters of Credit, (3) any undrawn

amounts of any outstanding Letters of Credit, and (4) any other unpaid amounts (including amounts in respect of fees, expenses, indemnification, hedging obligations permitted under the Bank Credit Agreement and reimbursement) due from the Company and the Credit Parties under any of the Note Agreement, any Eligible Additional Senior Secured Documents, the Notes, the Bank Credit Agreement, the Guaranties or the Collateral Documents; provided that the undrawn amounts of any outstanding Letters of Credit shall be considered to have been reduced to the extent of any amount on deposit with the Agent at any time as provided in Section 9(b) hereof.

“Principal Exposure” means, with respect to any Lender at any time (i) if such Lender is a Bank, (a) prior to the acceleration of the Obligations under the Bank Credit Agreement, the sum of (x) the aggregate amount of such Lender’s unfunded Commitments under the Bank Credit Agreement to the extent such Lender shall be contractually obligated to make Credit Extensions (as defined in the Bank Credit Agreement) pursuant to the terms of the Bank Credit Agreement, (y) the outstanding principal amount of such Lender’s Loans and (z) the outstanding face and/or principal amount of such Lender’s L/C Interests at such time, (b) after an acceleration of the Obligations under the Bank Credit Agreement but prior to the date upon which the Bank Credit Agreement has terminated by its terms and all of the Obligations thereunder shall have been paid in full, the sum of (x) the outstanding principal amount of such Lender’s Loans, (y) the outstanding face and/or principal amount of such Lender’s L/C Interests at such time and (z) the aggregate net early termination payments and all other amounts due and unpaid from the Borrower to such Bank or such Bank’s Affiliates under Rate Management Transactions, as determined by the Agent in its reasonable discretion and (z) after the Bank Credit Agreement has terminated by its terms and all of the Obligations thereunder have been paid in full (whether or not the Obligations under the Bank Credit Agreement were ever accelerated), the aggregate net early termination payments and all other amounts then due and unpaid from the Borrower to such Bank or such Bank’s Affiliates under Rate Management Transactions, as determined by the Agent in its reasonable discretion, and (ii) if such Lender is a Noteholder, the outstanding principal amount of such Lender’s Notes at such time, (iii) if such Lender is an Additional Holder that is party to a secured revolving credit facility or secured term loan credit facility (a) prior to the acceleration of the Obligations under the such Lender’s Eligible Additional Senior Secured Documents, the sum of (x) the aggregate amount of such Lender’s unfunded commitments under such Eligible Additional Senior Secured Documents to the extent such Lender shall be contractually obligated to make extensions of credit pursuant to the terms of such Eligible Additional Senior Secured Documents and (y) the outstanding unpaid principal amount of such Lender’s Eligible Additional Senior Secured Indebtedness, (b) after an acceleration of the Obligations under such Lender’s Eligible Additional Senior Secured Documents but prior to the date upon which such Eligible Additional Senior Secured Documents have terminated by their terms and all of the Obligations thereunder shall have been paid in full, the outstanding unpaid principal amount of such Lender’s Eligible Additional Senior Secured Indebtedness and (iv) with respect to any other Lender that is an Additional Holder, the outstanding unpaid principal amount of such Lender’s Eligible Additional Senior Secured Indebtedness.

“Pro Rata Share” means, with respect to any Lender at any time, a fraction (expressed as a percentage), the numerator of which is the amount of such Lender’s Principal Exposure at such time, and the denominator of which is the aggregate amount of the Principal Exposure of all of the Lenders at such time.

“Requisite Lenders” means, at any time, (i) with respect to the aggregate Pro Rata Shares of the Banks and any Additional Holder that is party to a secured revolving credit facility or secured term loan credit facility, such Banks and Additional Holders whose Pro Rata Shares exceed fifty percent of such aggregate amount plus (ii) with respect to the aggregate Pro Rata Shares of the Noteholders and any Additional Holder not otherwise included under clause (i) above, such Noteholders and Additional Holders whose Pro Rata Shares (a) so long as the Series 2007-A Notes are the only Notes outstanding or with respect to any matter in which the Series 2007-A Notes are the only series of Notes affected, equal or exceed 60% of such aggregate amount and (b) in any other circumstance, exceed fifty percent of such aggregate amount.

“Secured Parties” means (i) the “Holders of Secured Obligations” under (and as defined in) the Bank Credit Agreement, (ii) the Noteholders and (iii) the Additional Holders, together with their respective successors and assigns.

2. Appointment; Nature of Relationship . The Agent, on behalf of the Banks, and each Noteholder and each Additional Holder by its acceptance of any Lender Document, hereby designates and appoints JPMCB as its Collateral Agent under this Agreement and the Collateral Documents, and each of them hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Agreement and the Collateral Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are incidental thereto. The Collateral Agent agrees to act as such on the express terms and conditions contained in this Agreement. Notwithstanding the use of the defined term “Collateral Agent,” it is expressly understood and agreed that the Collateral Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement and that the Collateral Agent is merely acting as the representative of the Lenders with only those duties as are expressly set forth in this Agreement and the Collateral Documents. In its capacity as the Lenders’ contractual representative, the Collateral Agent (i) does not assume any fiduciary duties to any of the Lenders and (ii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the Collateral Documents. The Agent, on behalf of the Banks, each Noteholder and each Additional Holder by its acceptance of any Lender Document agrees to assert no claim against the Collateral Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each of them hereby waives.

3. Powers and Duties . The Collateral Agent shall have and may exercise such powers under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. The Collateral Agent shall have no implied duties to the Lenders, or any obligation to the Lenders to take any action hereunder or under any of the Collateral Documents, except any action specifically required by this Agreement or any of the Collateral Documents to be taken by the Collateral Agent or directed by the Requisite Lenders in accordance with the terms hereof. The Collateral Agent shall not take any action which is in conflict with any provisions of applicable law or of this Agreement or any Collateral Document.

4. Authorization to Execute Collateral Documents . If the Collateral Agent receives written notice from either the Agent or a Noteholder or an Additional Holder at any time or from time to time hereunder that Collateral Documents are required pursuant to the Bank Credit Agreement, the Note Agreement or any Eligible Additional Senior Secured Document in connection with the grant of a security interest in and lien against the assets of the Company and/or a Credit Party,

the Collateral Agent is authorized to and shall execute and deliver such Collateral Documents as the Agent or such Noteholder or such Additional Holder shall direct requiring execution and delivery by it and is authorized to and shall accept delivery from the Company of such Collateral Documents as the Agent or the Noteholder or the Additional Holder shall direct which do not require execution by the Collateral Agent.

5. Direction by Requisite Lenders . Except as otherwise provided in this Section 5 , the Collateral Agent shall take any action with respect to the Collateral and the Collateral Documents directed in writing by the Requisite Lenders. Notwithstanding the foregoing, the Collateral Agent shall not be obligated to take any such action (i) which is in conflict with any provisions of applicable law or of this Agreement or any Collateral Document or (ii) with respect to which the Collateral Agent, in its opinion, shall not have been provided adequate security and indemnity against the costs, expenses and liabilities that may be incurred by it as a result of compliance with such direction. Under no circumstances shall the Collateral Agent be liable for following the written direction of the Requisite Lenders. In each instance in which the Requisite Lenders deliver a written direction to the Collateral Agent pursuant hereto, the Collateral Agent shall promptly send a copy of such written direction to each Lender that is not included in such Requisite Lenders.

6. Notice of Actionable Default . Any Lender or Lenders may give the Collateral Agent a Notice of Default or a Notice of Actionable Default in the manner provided in Section 31 and shall give a copy of such Notice of Default or Notice of Actionable Default to each of the other Lenders. If and only if the Collateral Agent shall have received a Notice of Actionable Default, the Collateral Agent shall, if directed in writing by the Requisite Lenders, exercise the rights and remedies provided in this Agreement and in any of the Collateral Documents.

7. Remedies . Each of the Lenders hereby irrevocably agrees that the Collateral Agent shall be authorized, after the occurrence of an Actionable Default and at the direction of the Requisite Lenders or incidental to any such direction, for the purpose of carrying out the terms of this Agreement and any of the Collateral Documents, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes hereof and thereof, including, without limiting the generality of the foregoing, to the extent permitted by applicable law, to do the following:

(i) to ask for, demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due with respect to the Collateral (except that, without the consent of all Lenders, the Collateral Agent shall not accept any Obligations in whole or partial consideration from the disposition of any Collateral),

(ii) to receive, take, endorse, assign and deliver any and all checks, notes, drafts, acceptances, documents and other negotiable and nonnegotiable instruments, documents and chattel paper taken or received by the Collateral Agent in connection with this Agreement or any of the Collateral Documents,

(iii) to commence, file, prosecute, defend, settle, compromise or adjust any claim, suit, action or proceeding with respect to the Collateral,

(iv) to sell, transfer, assign or otherwise deal in or with the Collateral or any part thereof pursuant to the terms and conditions of this Agreement and the Collateral Documents, and

(v) to do, at its option and at the expense and for the account of the Lenders (to the extent the Collateral Agent shall not be reimbursed by the Company) at any time or from time to time, all acts and things which the Collateral Agent deems reasonably necessary to protect or preserve the Collateral and to realize upon the Collateral.

8. The Collateral Account . Upon receipt by the Collateral Agent of a Notice of Actionable Default, and until such time as the Event of Default described therein is cured or waived, the Collateral Agent shall establish and maintain at its principal office an interest-bearing account that shall be entitled the “United Stationers Collateral Account.” All moneys received by the Collateral Agent with respect to Collateral after receipt of a Notice of Actionable Default shall be deposited in the Collateral Account and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9 . In addition, any other payments received, directly or indirectly, by any Lender of or with respect to any of the Obligations (including, without limitation, any payment by any Credit Party under any Guaranty) after giving or receiving a Notice of Actionable Default (excluding any payments distributed to any Lender by the Collateral Agent in accordance with Section 9 ), any payment received by any Lender (whether direct or indirect, by foreclosure, set-off, exercise of banker’s lien or otherwise) from the Company or any Credit Party made during the continuance of an Actionable Default (other than scheduled payments of interest, fees and principal in respect of the Obligations), and any payment received by any Lender with respect to any of the Obligations in an insolvency or reorganization proceeding with respect to the Company or any Credit Party, shall promptly be delivered to the Collateral Agent and thereafter shall be held, applied and/or disbursed by the Collateral Agent in accordance with Section 9 . The Collateral Account at all times shall be subject to the exclusive dominion and control of the Collateral Agent.

9. Application of Moneys . (a) All moneys held by the Collateral Agent in the Collateral Account shall be distributed by the Collateral Agent on each Distribution Date as follows:

FIRST: To the Collateral Agent in an amount equal to the Agent’s Expenses that are unpaid as of such Distribution Date, and to any Lender that has theretofore advanced or paid any such Agent’s Expenses in an amount equal to the amount thereof so advanced or paid by such Lender prior to such Distribution Date;

SECOND: To the Lenders, pro rata in proportion to their respective Pro Rata Shares as of such Distribution Date; and

THIRD: Any surplus remaining after payment in full in cash of all Agent’s Expenses and all of the Obligations shall be paid to the Company, or to whomever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct, provided that if any Lender shall have notified the Collateral Agent in writing that a claim is pending for which such Lender is entitled to the benefits of an indemnification, reimbursement or similar provision

under which amounts are not yet due but with respect to which the Company continues to be contingently liable, and amounts payable by the Company with respect thereto are secured by the Collateral, the Collateral Agent shall continue to hold the amount specified in such notice in the Collateral Account until the Company’s liability with respect thereto is discharged or released to the satisfaction of such Lender.

Notwithstanding the foregoing, except for any surplus under clause THIRD above, the Collateral Agent shall not be required (unless directed by the Requisite Lenders) to make a distribution on any Distribution Date if the balance in the Collateral Account available for distribution on such Distribution Date is less than $10,000. The Collateral Agent shall not be responsible for any Lender’s application (or order of application) of payments received by such Lender from the Collateral Agent hereunder to the Obligations owing to such Lender. For the purpose of determining the amounts to be distributed pursuant to clause SECOND above of this subsection (a) with respect to the undrawn amounts of the outstanding Letters of Credit, such undrawn amounts shall be reduced by any amounts held as collateral pursuant to subsection (b) of this Section 9 .

(b) Any distribution pursuant to clause SECOND of subsection (a) above with respect to the undrawn amount of any outstanding Letter of Credit shall be paid to the Agent to be held as collateral for the Banks and disposed of as provided in this subsection (b) . On each date on which a payment is made to a beneficiary pursuant to a draw on a Letter of Credit, the Agent shall distribute to the Banks from the amounts held pursuant to this subsection (b) for application to the payment of the reimbursement obligation due to such Banks with respect to such draw an amount equal to the product of (1) the total amount then held pursuant to this subsection (b) , and (2) a fraction, the numerator of which is the amount of such draw and the denominator of which is the aggregate undrawn amount of all outstanding Letters of Credit immediately prior to such draw. On each date on which a reduction in the undrawn amount of any outstanding Letter of Credit occurs other than on account of a payment made to a beneficiary pursuant to a draw on such Letter of Credit, the Agent shall distribute from the amounts held pursuant to this subsection (b) an amount equal to the product of (1) the total amount then held pursuant to this subsection (b) and (2) a fraction the numerator of which is the amount of such reduction and the denominator of which is the aggregate undrawn amount of all outstanding Letters of Credit immediately prior to such reduction, which amount shall be distributed as provided in clause SECOND of subsection (a) above. At such time as no Letters of Credit are outstanding, any remaining amount held pursuant to this subsection (b) , after the distribution therefrom as provided above, shall be distributed as provided in clause SECOND of subsection (a) above.

10. Information from Lenders . Each of the Lenders hereby agrees, promptly upon request by the Collateral Agent, to provide to the Collateral Agent in writing such information regarding the Obligations held by such Lender as may be reasonably required by the Collateral Agent at any time to determine such Lender’s Pro Rata Share or to calculate distributions to such Lender from the Collateral Account. Each Lender shall notify the Collateral Agent in writing promptly following the repayment in full of all Obligations owing to such Lender.

11. Limitation on Collateral Agent’s Duties in Respect of Collateral . Other than the Collateral Agent’s duties set forth in this Agreement and the Collateral Documents as to the custody of Collateral and the proceeds thereof received by the Collateral Agent hereunder and

thereunder and the accounting to the Company, the Credit Parties, and the Lenders therefor, the Collateral Agent shall have no duty to the Company, the Credit Parties, or the Lenders with respect to any Collateral in its possession or control or in the possession or control of its agent or nominee, any income thereon, or the preservation of rights against prior parties or any other rights pertaining thereto.

12. Lender Credit Decision . Each Lender acknowledges that it has, independently and without reliance upon the Collateral Agent or any other Lender and based on the financial information provided by the Company and the Credit Parties and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Collateral Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the Collateral Documents.

13. Exculpation . Neither the Collateral Agent nor any of its directors, officers, affiliates, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (i) any statement, warranty or representation made by the Company or any Credit Party in connection with any Collateral Document or Guaranty; (ii) the performance or observance of any of the covenants or agreements of the Company, or any Credit Party under any Collateral Document or Guaranty; (iii) the satisfaction or observance of any condition or covenant specified in any of the Lender Documents; (iv) the existence or possible existence of any default under any of the Lender Documents or any Actionable Default; (v) the validity, enforceability, effectiveness or genuineness of any Collateral Document, Guaranty or any other instrument or writing furnished in connection herewith; (vi) the validity, perfection or priority of any security interest or lien created under any Collateral Document; or (vii) the financial condition of the Company or any of the Credit Parties.

14. Employment of Agents and Counsel . The Collateral Agent may execute any of its duties as the Collateral Agent hereunder and under any Collateral Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Collateral Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Collateral Agent and the Lenders and all matters pertaining to the Collateral Agent’s duties hereunder and under the Collateral Documents.

15. Reliance on Documents and Counsel . The Collateral Agent shall be entitled to rely upon any notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Collateral Agent, which may be employees of the Collateral Agent.

16. Collateral Agent’s Reimbursement and Indemnification . The Lenders agree to reimburse and indemnify the Collateral Agent ratably in proportion to their respective Pro Rata Shares as of the date of the occurrence of the event as to which such reimbursement or indemnification is being made (i) for any amounts not reimbursed by the Company, or any Credit Party, under its Collateral Documents or Guaranty, as applicable, (ii) for any other expenses incurred by the Collateral Agent, on behalf of the Lenders, in connection with the preservation or protection of

the Collateral or the validity, perfection or priority of the Collateral Agent’s interest therein or the enforcement of the Collateral Documents and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent in any way relating to or arising out of the Collateral Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found by a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of the Collateral Agent. The agreements in this Section 16 shall survive the repayment of the Obligations and the termination of the other provisions of this Agreement.

17. Rights as a Lender . Notwithstanding that JPMCB is acting as the Collateral Agent hereunder, JPMCB in its individual capacity shall have the same rights and powers hereunder as any Lender and may exercise the same as though it were not the Collateral Agent, and the term “Lender” or “Lenders” shall include JPMCB in its individual capacity.

18. Successor Collateral Agent . The Collateral Agent may resign at any time by giving not less than thirty days’ prior written notice thereof to the Lenders, the Company, and the Credit Parties, and the Collateral Agent may be removed at any time with or without cause by written notice received by the Collateral Agent from the Requisite Lenders. Upon any such resignation or removal, the Requisite Lenders shall have the right to appoint, on behalf of the Lenders, a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Requisite Lenders and shall have accepted such appointment within thirty days after the retiring Collateral Agent’s giving notice of resignation, then the retiring Collateral Agent may appoint, on behalf of the Lenders, a successor Collateral Agent. Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the Collateral Documents. No resignation or removal of the Collateral Agent shall become effective until a replacement Collateral Agent shall have been selected as provided herein and shall have assumed in writing the obligations of the Collateral Agent hereunder and under the Collateral Documents. Any replacement Collateral Agent shall be a bank, trust company, or insurance company having capital, surplus, and undivided profits of at least $250,000,000. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Collateral Agent hereunder and under the Collateral Documents.

19. Partial Release . If the Collateral Agent receives written notice from the Agent and the Company that the lien on any Collateral granted pursuant to any Collateral Document is required to be released pursuant to a transaction permitted by the terms of the Bank Credit Agreement, the Note Agreement and the Eligible Additional Senior Secured Documents, the Collateral Agent shall promptly release such Collateral in accordance with the directions of the Agent and the Company.

20. Release and Termination . All of the Collateral shall be released and this Agreement shall be terminated on the earlier of:

(a) the date on which (i) the Collateral Agent shall have received from each of the Lenders written notice that all Obligations owing to such Lender have been paid in full and (ii) all Agent’s Expenses shall have been paid in full; or

(b) the date on which (i) the Collateral Agent shall have received written notice from the Agent directing the Collateral Agent to release the Collateral and stating that the Banks have consented to such release under the terms of the Bank Credit Agreement, and (ii) all Agent’s Expenses shall have been paid in full.

21. Amendments and Waivers of Collateral Documents . The Collateral Agent shall not execute or deliver any amendment or waiver with respect to any Collateral Document except at the direction or with the consent of the Requisite Lenders.

22. Notices With Respect to Lender Documents . Each of the Agent and each Noteholder and each Additional Holder by its acceptance of any Lender Document agrees to use its best efforts to give to the other (a) copies of any notice of the occurrence or existence of any default in payment of the Obligations sent to the Company and/or any Credit Party, simultaneously with the sending of such notice to the Company and/or such Credit Party, and (b) notice of any acceleration of the Loans, the Notes or any Eligible Additional Senior Secured Indebtedness, promptly upon such acceleration, but the failure to give any of the foregoing notices shall not affect the validity of such notice of default or such acceleration or create a cause of action against or cause a forfeiture of any rights of the party failing to give such notice or create any claim or right on behalf of any third party. Each Lender shall use commercially reasonable efforts to deliver notice to the Collateral Agent, for prompt dissemination to all Lenders, of the occurrence of any Default or Event of Default under any Lender Document to which such Lender is a party within five Business days after such Lender shall have actual knowledge thereof; provided that no Lender nor the Collateral Agent shall incur any liability for failure to give such notice.

23. No Other Security . Neither the Agent nor any Lender shall take or receive a security interest in or lien upon any of the property or assets of the Company or any Credit Party as security for the Obligations other than pursuant to this Agreement and the Collateral Documents or as security for any other obligations of the Company or any of the Credit Parties other than the Obligations. Neither the Agent nor any Lender shall take or receive any guaranty for the benefit of any obligations of the Company or its Subsidiaries other than the Guaranties.

24. Accounting; Invalidated Payments . (a) The Agent and each Lender agrees to render an accounting to any of the others of the outstanding amounts of the Obligations, of receipts of payments from the Company, any Subsidiary of the Company and any Credit Party and of other items relevant to the provisions of this Agreement upon the reasonable request from one of the others as soon as reasonably practicable after such request.

(b) To the extent that any payment received by any Lender pursuant to a distribution under Section 9(a) hereof is subsequently invalidated, declared fraudulent or preferential, set aside or required to be paid to a trustee, receiver, or any other party under any bankruptcy act, state or federal law, common law or equitable cause, then each other Lender that received a payment pursuant to such distribution shall purchase from the Lender whose payment was invalidated (the “Affected Lender” ), at such time as the Affected Lender is required to return or repay such payment, an undivided participation interest in the Affected Lender’s Obligations in an amount

such that after such purchase the amount of such distribution (after deduction of the invalidated payment) shall have been shared ratably among the Lenders as contemplated by Section 9(a) hereof.

25. Continuing Agreement . This Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable agreement, and shall remain in full force and effect until terminated in accordance with Section 20 . Without limiting the generality of the foregoing, this Agreement shall survive the commencement of any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar proceeding involving the Company, a Subsidiary of the Company or a Credit Party. The Agent and each Lender agrees that this Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment (in whole or in part) of any of the Obligations pursuant to any distribution hereunder is rescinded or must otherwise be restored by the Agent or any Lender, upon the insolvency, bankruptcy or reorganization of the Company, a Subsidiary of the Company or a Credit Party or otherwise, as though such payment had not been made.

26. Representations and Warranties . Each of the parties hereto severally represents and warrants to the other parties hereto that it has full corporate power, and has taken all action necessary, to execute and deliver this Agreement and to fulfill its obligations hereunder, and that no governmental or other authorizations are required in connection herewith, and that this Agreement constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium, regulatory and similar laws of general application and by general principles of equity.

27. Binding Effect . This Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the Collateral Agent, the Lenders and each of their respective successors, transferees and assigns. Without limiting the generality of the foregoing sentence, if any Lender assigns or otherwise transfers (in whole or in part) to any other person or entity the Obligations to such Lender under the Bank Credit Agreement, the Note Agreement or any Eligible Additional Senior Secured Document such other person or entity shall thereupon become vested with all rights and benefits, and become subject to all the obligations, in respect thereof granted to or imposed upon such Lender under this Agreement.

28. No Reliance by Company . Except for rights under Sections 19 and 20 , none of the Company, any Subsidiary of the Company, or any other Credit Party shall have any rights under this Agreement or be entitled, in any manner whatsoever, to rely upon or enforce, or to raise as a defense, the provisions of this Agreement or the failure of the Collateral Agent, the Agent or any Lender to comply with such provisions.

29. Other Proceedings . Nothing contained herein shall limit or restrict the independent right of the Agent or any Lender to initiate an action or actions in any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar proceeding in its individual capacity and to appear or to be heard on any matter before the bankruptcy or other applicable court in any such proceeding, including, without limitation, with respect to any questions concerning the post-petition usage of collateral and post-petition financing arrangement; provided that neither the Agent nor any Lender shall contest the validity or enforceability of or seek to avoid, have declared fraudulent or have set aside any of the Obligations.

30. Amendments and Waivers . No amendment to or waiver of any provision of this Agreement, nor consent to any departure by any Lender, the Agent or the Collateral Agent herefrom, shall in any event be effective unless the same shall be in writing and signed by each Noteholder, each Additional Holder, the Agent, on behalf of the Banks, and the Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No consent of the Company or a Credit Party shall be required for any such amendment, waiver or departure unless it relates to a provision of this Agreement expressly binding upon the Company or such Credit Party.

31. Notices . All notices and other communications provided to any party under this Agreement shall be in writing or by facsimile and addressed, delivered or transmitted to such party at its address or facsimile number set forth (a) in the case of the Agent, the Collateral Agent and each of the Banks, on Annex I hereto, (b) in the case of the Noteholders, on Annex II hereto, (c) in the case of any Additional Holder, as set forth in the Eligible Additional Senior Secured Documents to which it is a party, (d) in the case of the Company or any Credit Party, on Annex III hereto, or (e) in any case, at such other address or facsimile number as may be designated by such party in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and sent by prepaid courier service, shall be deemed given when received; and notice, if transmitted by facsimile, shall be deemed given when transmitted if actually received, and the burden of proving receipt shall be on the transmitting party. So long as no default shall have occurred and be continuing under the Bank Credit Agreement, the Note Agreement or any Eligible Additional Senior Secured Document, each of the Agent and each Noteholder and each Additional Holder by its acceptance of any Lender Document agrees to use its best efforts to send to the Company a copy of any notice such party gives to the other under this Agreement, but the failure to send such copy to the Company shall not affect the validity of such notice or create a cause of action against or cause a forfeiture of any rights of the party failing to send such copy or create any claim or right on behalf of the Company or any of its Subsidiaries or any Credit Party.

32. No Waiver . No failure or delay on the part of any Lender, the Agent or the Collateral Agent in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

33. Severability . Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

34. No Strict Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

35. GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING,

WITHOUT LIMITATION, 5-1401 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF NEW YORK. THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

36. Counterparts . This Agreement may be separately executed and delivered in counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to constitute one and the same Agreement. Facsimile transmission of the signature of any party hereto shall be effective as an original signature.

37. Headings . Section headings used in this Agreement are for convenience only and shall not affect the construction of this Agreement.

The remainder of this page is intentionally blank.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers.

	JPMORGAN CHASE BANK, N.A., as Agent for itself and on behalf of the Banks, and as Collateral Agent

	By:
	Name:
	Title:

Signature Page to Intercreditor Agreement

S-1

	METROPOLITAN LIFE INSURANCE COMPANY

	METLIFE INSURANCE COMPANY OF CONNECTICUT,
	by Metropolitan Life Insurance Company,
	its investment manager


	By:
	Name:
	Title:

Signature Page to Intercreditor Agreement

S-2

	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY


	By:
	Name:
	Title:

	C.M. LIFE INSURANCE COMPANY


	By:
	Name:
	Title:

	MML BAY STATE LIFE INSURANCE COMPANY


	By:
	Name:
	Title:

Signature Page to Intercreditor Agreement

S-3

	PACIFIC LIFE INSURANCE COMPANY


	By:
	Name:
	Title:


	By:
	Name:
	Title:

Signature Page to Intercreditor Agreement

S-4

	SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK


	By:
	Name:
	Title:

	By:
	Name:
	Title:


	SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)


	By:
	Name:
	Title:

	By:
	Name:
	Title:

Signature Page to Intercreditor Agreement

S-5

Acknowledged by:

UNITED STATIONERS SUPPLY CO.


By:
Name:
Title:


UNITED STATIONERS INC.


By:
Name:
Title:

Signature Page to

Intercreditor Agreement

ANNEX I

NOTICE FOR THE BANKS:

JPMorgan Chase Bank, N.A., as Administrative Agent

1 Chase Plaza

Chicago, Illinois 60670

Attention: Nathan Bloch

Facsimile: 312-325-3239

Telephone: 312-325-3094

ANNEX II

NOTEHOLDERS: The following are the “Noteholders”:

	NAME AND ADDRESS OF PURCHASER						PRINCIPAL AMOUNT OF SERIES 2007-A NOTES TO BE PURCHASED

	METROPOLITAN LIFE INSURANCE COMPANY						$	65,000,000

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

			Bank Name:		JPMorgan Chase Bank
			ABA Routing #:			021-000-021
			Account No.:		002-2-410591
			Account Name:			Metropolitan Life Insurance Company
			Ref:	United Stationers, Inc. Floating Rate Secured Senior Note, Series 2007-A due 10-15-14

		with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.

		For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2)		Metropolitan Life Insurance Company Investments, Private Placements P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Director Facsimile (973) 355-4250

		With a copy OTHER than with respect to deliveries of financial statements to:

		Metropolitan Life Insurance Company P.O. Box 1902

		10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (973) 355-4338

(3)	E-mail address for Electronic Delivery:

			jdickson@metlife.com

(5)	Address for delivery of Notes:

		Metropolitan Life Insurance Company Securities Investments, Law Department P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Jane J. Dickson, Esq.

(6)	In addition, please send one complete set of closing documents with original signatures; two bound sets of conformed copies of the principal documents; and 1 CD-ROM of the closing documents to:

	Metropolitan Life Insurance Company Attention: Jane J. Dickson, Esq. 10 Park Avenue/P.O. Box 1902 Morristown, New Jersey 07962 AND One CD_ROM to: MetLife Attention: Mary Phillips 18210 Crane Nest Drive Tampa, Florida 33647-2748 (813) 983-4564

(7)	Tax ID: 13-5581829

	NAME AND ADDRESS OF PURCHASER						PRINCIPAL AMOUNT OF SERIES 2007-A NOTES TO BE PURCHASED

	METLIFE INSURANCE COMPANY OF CONNECTICUT						$	10,000,000

(1)	All scheduled payments of principal and interest by wire transfer of immediately available funds to:

			Bank Name:		US Bank Trust
			ABA Routing #:			091000022
			Account No.:		180121167365
			OBI SEI Acct:		123186-010
			Account Name:			MetLife - Compass S/A
			Ref:	United Stationers, Inc. Floating Rate Secured Senior Note, Series 2007-A due 10-15-14

		with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.

		For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2)		MetLife Insurance Company of Connecticut c/o Metropolitan Life Insurance Company Investments, Private Placements P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Director Facsimile (973) 355-4250

		With a copy OTHER than with respect to deliveries of financial statements to:

		MetLife Insurance Company of Connecticut Metropolitan Life Insurance Company P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Chief Counsel-Securities Investments (PRIV) Facsimile (973) 355-4338

(3)	E-mail address for Electronic Delivery:

			jdickson@metlife.com

(5)	Address for delivery of Notes:

		MetLife Insurance Company of Connecticut c/o Metropolitan Life Insurance Company Securities Investments, Law Department P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902 Attention: Jane J. Dickson, Esq.

(6)	Tax ID: 06-0566090

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF SERIES 2007-A NOTES TO BE PURCHASED

	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY	$	11,100,000

(1)	All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds, (identifying each payment as [insert name of issuer and description of Note] interest and principal), to:

	Citibank, N.A. New York, NY ABA No. 021000089 For MassMutual Unified Traditional Acct. Name: MassMutual BA 0033 TRAD Private ELBX Account No. 30566056 Re: Description of security, cusip, principal and interest split

	With telephone advice of payment to the Securities Custody and Collection Department of Babson Capital Management LLC at (413) 226-1889 or (413) 226-1803

(2)	All notices of payments and written confirmations of such wire transfers:

	Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 1500 Main Street, Suite 800 PO Box 15189 Springfield, MA 01115-5189 Attention: Securities Custody and Collection Department

(3)	All other communications:

	Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 1500 Main Street, Suite 800 PO Box 15189 Springfield, MA 01115-5189 Attention: Securities Investment Division

(4)	E-mail address for Electronic Delivery:


(5)	Address for delivery of Notes:


(6)	Tax ID: 04-1590850

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF SERIES 2007-A NOTES TO BE PURCHASED

	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY	$	3,900,000

(1)	All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds, (identifying each payment as [insert name of issuer and description of Note] interest and principal), to:

	Citibank, N.A. New York, NY ABA No. 021000089 For MassMutual IFM Non-Traditional Account No. 30510589 Re: Description of security, cusip, principal and interest split

	With telephone advice of payment to the Securities Custody and Collection Department of Babson Capital Management LLC at (413) 226-1889 or (413) 226-1803

(2)	All notices of payments and written confirmations of such wire transfers:

	Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 1500 Main Street, Suite 800 PO Box 15189 Springfield, MA 01115-5189 Attention: Securities Custody and Collection Department

(3)	All other communications: Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 1500 Main Street, Suite 800 PO Box 15189 Springfield, MA 01115-5189 Attention: Securities Investment Division

(4)	E-mail address for Electronic Delivery:
		pmanseau@babsoncapital.com, with a hard copy to follow to: Babson Capital Management LLC 1500 Main Street – Suite 2200 PO Box 15189 Springfield, MA 01115-5189 Attn: Securities Investment Division

(5)	Address for delivery of Notes: Babson Capital Management LLC 1500 Main Street, Suite 800 Springfield, MA 01115-5189 Attention: Christine Peaslee

(6)	Tax ID: 04-1590850

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF SERIES 2007-A NOTES TO BE PURCHASED

	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY	$	3,800,000

(1)	All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds, (identifying each payment as [insert name of issuer and description of Note] interest and principal), to:

	Citibank, N.A. New York, NY ABA No. 021000089 For MassMutual Pension Management Account No. 30510538 Re: Description of security, cusip, principal and interest split

	With telephone advice of payment to the Securities Custody and Collection Department of Babson Capital Management LLC at (413) 226-1889 or (413) 226-1803

(2)	All notices of payments and written confirmations of such wire transfers:

	Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 1500 Main Street, Suite 800 PO Box 15189 Springfield, MA 01115-5189 Attention: Securities Custody and Collection Department

(3)	All other communications: Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 1500 Main Street, Suite 800 PO Box 15189 Springfield, MA 01115-5189 Attention: Securities Investment Division

(4)	E-mail address for Electronic Delivery:
		pmanseau@babsoncapital.com, with a hard copy to follow to: Babson Capital Management LLC 1500 Main Street – Suite 2200 PO Box 15189 Springfield, MA 01115-5189 Attn: Securities Investment Division

(5)	Address for delivery of Notes: Babson Capital Management LLC 1500 Main Street, Suite 800 Springfield, MA 01115-5189 Attention: Christine Peaslee

(6)	Tax ID: 04-1590850

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF SERIES 2007-A NOTES TO BE PURCHASED

	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY	$	3,500,000

(1)	All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds, (identifying each payment as [insert name of issuer and description of Note] interest and principal), to:

	Citibank, N.A. New York, NY ABA No. 021000089 For MassMutual Spot Priced Contract Account No. 30510597 Re: Description of security, cusip, principal and interest split

	With telephone advice of payment to the Securities Custody and Collection Department of Babson Capital Management LLC at (413) 226-1889 or (413) 226-1803

(2)	All notices of payments and written confirmations of such wire transfers:

	Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 1500 Main Street, Suite 800 PO Box 15189 Springfield, MA 01115-5189 Attention: Securities Custody and Collection Department

(3)	All other communications: Massachusetts Mutual Life Insurance Company c/o Babson Capital Management LLC 1500 Main Street, Suite 800 PO Box 15189 Springfield, MA 01115-5189 Attention: Securities Investment Division

(4)	E-mail address for Electronic Delivery:
		pmanseau@babsoncapital.com, with a hard copy to follow to: Babson Capital Management LLC 1500 Main Street – Suite 2200 PO Box 15189 Springfield, MA 01115-5189 Attn: Securities Investment Division

(5)	Address for delivery of Notes: Babson Capital Management LLC 1500 Main Street, Suite 800 Springfield, MA 01115-5189 Attention: Christine Peaslee

(6)	Tax ID: 04-1590850

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF SERIES 2007-A NOTES TO BE PURCHASED

	C.M. LIFE INSURANCE COMPANY	$	1,900,000

(1)	All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds, (identifying each payment as [insert name of issuer and description of Note] interest and principal), to:

	Citibank, N.A. New York, NY ABA No. 021000089 For CM Life Segment 43 - Universal Life Account No. 30510546 Re: Description of security, cusip, principal and interest split

	With telephone advice of payment to the Securities Custody and Collection Department of Babson Capital Management LLC at (413) 226-1889 or (413) 226-1803

(2)	All notices of payments and written confirmations of such wire transfers: C.M. Life Insurance Company c/o Babson Capital Management LLC 1500 Main Street, Suite 800 PO Box 15189 Springfield, MA 01115-5189 Attention: Securities Custody and Collection Department

(3)	All other communications: C.M. Life Insurance Company c/o Babson Capital Management LLC 1500 Main Street, Suite 800 PO Box 15189 Springfield, MA 01115-5189 Attention: Securities Investment Division

(4)	E-mail address for Electronic Delivery:
		pmanseau@babsoncapital.com, with a hard copy to follow to: Babson Capital Management LLC 1500 Main Street – Suite 2200 PO Box 15189 Springfield, MA 01115-5189 Attn: Securities Investment Division

(5)	Address for delivery of Notes: Babson Capital Management LLC 1500 Main Street, Suite 800 Springfield, MA 01115-5189 Attention: Christine Peaslee

(6)	Tax ID: 06-1041383

	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF SERIES 2007-A NOTES TO BE PURCHASED

	MML BAY STATE LIFE INSURANCE COMPANY	$	800,000

(1)	All payments on account of the Note shall be made by crediting in the form of bank wire transfer of Federal or other immediately available funds, (identifying each payment as [insert name of issuer and description of Note] interest and principal), to:

	Citibank, N.A. New York, NY 10043 ABA No. 021000089 For MML Bay State Account No. 30510677 Re: Description of security, cusip, principal and interest split

	With telephone advice of payment to the Securities Custody and Collection Department of Babson Capital Management LLC at (413) 226-1889 or (413) 226-1803

(2)	All notices of payments and written confirmations of such wire transfers: MML Bay State Life Insurance Company c/o Babson Capital Management LLC 1500 Main Street, Suite 800 PO Box 15189 Springfield, MA 01115-5189 Attention: Securities Custody and Collection Department

(3)	All other communications: MML Bay State Life Insurance Company c/o Babson Capital Management LLC 1500 Main Street, Suite 800 PO Box 15189 Springfield, MA 01115-5189 Attention: Securities Investment Division

(4)	E-mail address for Electronic Delivery:
		pmanseau@babsoncapital.com, with a hard copy to follow to: Babson Capital Management LLC 1500 Main Street – Suite 2200 PO Box 15189 Springfield, MA 01115-5189 Attn: Securities Investment Division

(5)	Address for delivery of Notes: Babson Capital Management LLC 1500 Main Street, Suite 800 Springfield, MA 01115-5189 Attention: Christine Peaslee

(6)	Tax ID: 43-0581430

	NAME AND ADDRESS OF PURCHASER		PRINCIPAL AMOUNT OF SERIES 2007-A NOTES TO BE PURCHASED

	PACIFIC LIFE INSURANCE COMPANY		$	5,000,000
			$	5,000,000
			$	5,000,000
			$	1,000,000
			$	1,000,000
			$	1,000,000
			$	1,000,000
			$	1,000,000

	Register notes in name of: Mac & Co.

(1)	All payments by wire transfer of immediately available funds to:

		Mellon Trust of New England
		ABA# 0110-0123-4
		DDA 125261
		Attn: MBS Income CC: 1253
		A/C Name: Pacific Life General Account/PLCF1810132
		Regarding: Security Description & PPN

(2)	All notices of payments and written confirmations of such wire transfers:

		Mellon Trust
		Attn: Pacific Life Accounting Team
		Three Mellon Bank Center
		AIM # 153-3610
		Pittsburgh, PA 15259
		FAX# 412-236-7259

		And

		Pacific Life Insurance Company
		Attn: Securities Administration – Cash Team
		700 Newport Center Drive
		Newport Beach, CA 92660-6397
		FAX# 949-640-4013

(3)	All other communications:

		Pacific Life Insurance Company
		Attn: Securities Department
		700 Newport Center Drive
		Newport Beach, CA 92660-6397
		FAX# 949-219-5406

(4)	Address for delivery of Notes:

		Mellon Securities Trust Company
		120 Broadway, 13th Floor
		New York, NY 10271
		Attn: Robert Ferraro 212.374.1918
		A/C Name: Pacific Life General Acct
		A/C #: PLCF1810132

(5)	E-mail address for Electronic Delivery:

( 6)	Taxpayer I.D. Number: 95-1079000

		PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER		SERIES 2007-A NOTES TO BE
		PURCHASED

SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK		$5,000,000

(1) All payments by wire or intrabank transfer of immediately available funds to:

Mellon Bank of New England

ABA # 011001234 / BOS SAFE DEP

DDA: 125261

Attention: MBS Income CC 1253

Account Name: Sun Life New York - MVA Account

Account No.: KBLF00050002

RE: [description of security]

Tax identification number: 04-2845273

with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds.

(2) All notices of payments, written confirmations of such wire transfers and audit confirmations:

Sun Life Assurance Company of Canada

Attn: Private Placements

Location code: 302D36

227 King Street South

Waterloo, ON, Canada N2J4C5

(3) All other communications, including notices of non-routine payments:

One Sun Life Executive Park

Wellesley Hills, MA 02481

Attention: Investment Division/Private Fixed Income,

SC 1303

(4) E-mail address for Electronic Delivery:

(5) Address for delivery of Notes:

Sun Capital Advisers LLC

SC 1303

One Sun Life Executive Park

Wellesley Hills, MA 02481

Attention: Linda R. Guillette

(6) Two original sets of closing documents and two conformed copies to:

Robert Veno, Associate Director

Sun Capital Advisers LLC

One Sun Life Executive Park, SC 1303

Wellesley Hills, MA 02481

Telephone: (781) 446-1027

Ann C. King, Senior Counsel

Sun Capital Advisers LLC

One Sun Life Executive Park, SC 1335

Wellesley Hills, MA 02481

Telephone: (781) 446-1996

(7) Tax ID: 04-2845273

		PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER		SERIES 2007-A NOTES TO BE
		PURCHASED

SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.)		$10,000,000

(1) All payments by wire or intrabank transfer of immediately available funds to:

Mellon Bank of New England

ABA # 011001234 / BOS SAFE DEP

DDA: 125261

Attention: MBS Income CC 1253

Account Name: Sun US — MVA Private Placements

Account No.: KEYF00020002

RE: [description of security]

Tax identification number: 04-2845273

with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds.

(2) All notices of payments, written confirmations of such wire transfers and audit confirmations:

Sun Life Assurance Company of Canada

Attn: Private Placements

Location code: 302D36

227 King Street South

Waterloo, ON, Canada N2J4C5

(3) All other communications, including notices of non-routine payments:

One Sun Life Executive Park

Wellesley Hills, MA 02481

Attention: Investment Division/Private Fixed Income, SC 1303

(4) E-mail address for Electronic Delivery:

(5) Address for delivery of Notes:

Sun Capital Advisers LLC

SC 1303

One Sun Life Executive Park

Wellesley Hills, MA 02481

Attention: Linda R. Guillette

(6) Tax ID: 04-2845273

ANNEX III

CREDIT PARTIES: The following are “Credit Parties”:

UNITED STATIONERS SUPPLY CO.

UNITED STATIONERS INC.

LAGASSE, INC.

UNITED STATIONERS TECHNOLOGY SERVICES LLC

UNITED STATIONERS FINANCIAL SERVICES LLC

NOTICE INFORMATION: Any notice or other information required to be delivered hereunder to the Company and/or any Credit Party shall be delivered to the following:

UNITED STATIONERS INC.
One Parkway N. Blvd., Suite 100
Deerfield, IL 60015
Attention:
Facsimile:
Telephone:

EXHIBIT 4.4(a)

FORM OF OPINION OF COUNSEL
FOR THE COMPANY

The opinion of Mayer Brown LLP, counsel for the Company, shall be to the effect that:

1. The Company is a corporation validly existing and in good standing under the laws of Illinois, and has all requisite corporate power and authority to enter into and perform the Agreement and the Collateral Documents to which it is a party and to issue and sell the Notes.

2. The Parent is a corporation validly existing and in good standing under the laws of Delaware, and has all requisite corporate power and authority to enter into and perform the Agreement and to execute, deliver and perform the Parent Guaranty and the Collateral Documents to which it is a party.

3. Each of the Illinois Subsidiary Guarantors is a limited liability company validly existing and in good standing under the laws of Illinois, and has all requisite limited liability company power and authority to execute, deliver and perform the Subsidiary Guaranty and the Collateral Documents to which it is a party.

4. The Agreement, the Covered Collateral Documents to which it is a party and the Notes have been duly authorized by proper corporate action on the part of the Company, have been duly executed and delivered by an authorized officer of the Company, and constitute valid and binding agreements of the Company, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws of general application now or hereafter in effect relating to or affecting the enforcement of the rights of creditors or other obligees generally or by general equitable principles, regardless of whether enforcement is sought in a proceeding in equity or at law.

5. The Agreement, the Covered Collateral Documents to which it is a party and the Parent Guaranty have been duly authorized by proper corporate action on part of the Parent, have been duly executed and delivered by an authorized officer of the Parent, and constitute valid and binding agreements of the Parent, enforceable in accordance with their terms, except to the except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws of general application now or hereafter in effect relating to or affecting the enforcement of the rights of creditors or other obligees generally or by general equitable principles, regardless of whether enforcement is sought in a proceeding in equity or at law.

6. The Subsidiary Guaranty and the Covered Collateral Documents to which it is a party have been duly authorized by proper limited liability company action on the part of the Illinois Subsidiary Guarantors and have been duly executed and delivered by authorized officers of the Illinois Subsidiary Guarantors.

7. The Subsidiary Guaranty and the Covered Collateral Documents to which it is a party and constitute valid and binding agreements of the Subsidiary Guarantors, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws of general application now or hereafter in effect relating to or affecting the enforcement of the rights of creditors or other obligees generally or by general equitable principles, regardless of whether enforcement is sought in a proceeding in equity or at law.

8. Assuming the accuracy of the representations and warranties of all parties set forth in the Agreement and the representations of J.P. Morgan Securities Inc. set forth in a letter to the Company dated as of the date hereof regarding the offering of the Notes, the offer, sale and delivery of the Notes by the Company, the delivery of the Parent Guaranty by the Parent and the delivery of the Subsidiary Guaranty by the Subsidiary Guarantors do not require registration under the Securities Act of 1933, as amended, or the qualification of an indenture under the Trust Indenture Act of 1939, as amended.

9. No authorization, approval or consent of, and no registration or qualification with, any U.S. Federal or Illinois state Governmental Authority is required in connection with the execution, delivery and performance by (i) the Company or the Parent of the Agreement and each Collateral Document to which it is a party or the offering, issuance and sale by the Company of the Notes, (ii) the Parent of the Parent Guaranty, or (iii) any Subsidiary Guarantor of the Subsidiary Guaranty and each Collateral Document to which it is a party.

10. The issuance and sale of the Notes by the Company, the performance by the Company of its obligations under the Notes, the Agreement and the Covered Collateral Documents to which it is a party and the execution and delivery of the Agreement and the Covered Collateral Documents to which it is a party by the Company does not (i) violate any Applicable Law or any provision of the articles of incorporation or bylaws of the Company, or (ii) conflict with, or result in any breach or default under, or, except as contemplated by the Collateral Documents, result in the creation or imposition of any lien, charge or encumbrance on, the property of the Company pursuant to the provisions of any agreement or instrument listed on Schedule I hereto.

11. The execution and delivery of the Agreement, the Parent Guaranty and the
Covered Collateral Documents to which it is a party by the Parent and the performance of its obligations thereunder does not (i) violate any Applicable Law or any provision of the certificate of incorporation or bylaws of the Parent, or (ii) conflict with, or result in any breach or default under, or, except as contemplated by the Collateral Documents, result in the creation or imposition of any lien, charge or encumbrance on, the property of the Parent pursuant to the provisions of any agreement or instrument listed on Schedule I hereto.

12. The execution and delivery of the Subsidiary Guaranty and the Covered Collateral Documents to which it is a party by each Subsidiary Guarantor and the performance of their respective obligations thereunder does not violate any Applicable Law.

13. The execution and delivery of the Subsidiary Guaranty and the Covered Collateral Documents to which it is a party by each Illinois Subsidiary Guarantor and the performance of their respective obligations thereunder does not violate any provision of the organizational documents of such Illinois Subsidiary Guarantor.

14. The execution and delivery of the Subsidiary Guaranty and the Covered Collateral Documents to which it is a party by each Subsidiary Guarantor and the performance of its obligations thereunder does not conflict with, or result in any breach or default under, or, except as contemplated by the Collateral Documents, result in the creation or imposition of any lien, charge or encumbrance on, the property of such Subsidiary Guarantor pursuant to the provisions of any agreement or instrument listed on Schedule I hereto.

15. None of the Company, the Parent, any Subsidiary Guarantor or any Subsidiary is an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.

16. Based on the representations and warranties set forth in the Agreement, the issuance of the Notes and the intended use of the proceeds of the sale of the Notes do not violate Regulation T, U or X of the Board of Governors of the Federal Reserve System.

17. The provisions of the Security Agreement are effective under the New York UCC to create in favor of the Collateral Agent a security interest in the rights of the Company, the Parent and each Subsidiary Guarantor in that portion of the collateral of the Company, the Parent and each Subsidiary Guarantor, as applicable, in which a security interest was purported to be granted under the Security Agreement and in which a security interest may be created under Article 9 of the New York UCC (the “Article 9 Collateral”).

18. As evidenced by the time-stamped copies of the Financing Statements naming the Company, the Parent and each Illinois Subsidiary Guarantor as debtors attached as exhibits to such opinion, such financing statements were filed and accordingly the Collateral Agent’s security interest in the Article 9 Collateral of the Company, the Parent and each Illinois Subsidiary Guarantor in which a security interest may be perfected by filing a financing statement under the UCC as in effect in the state of filing has been perfected.

19. Assuming the Collateral Agent takes delivery and retains possession in the State of Illinois of certificates in registered form representing the securities pledged to the Collateral Agent pursuant to the Security Agreement (the “Pledged Securities”), and further assuming the Pledged Securities are each duly indorsed to the Collateral Agent or in blank by an effective endorsement or are accompanied by undated stock powers with respect thereto duly indorsed to the Collateral Agent or in blank by an effective endorsement, the Collateral Agent’s security interest in the rights of the Company or the Parent, as applicable, in the Pledged Securities will be perfected.

The opinion of Mayer Brown LLP shall cover such other matters relating to the sale of the Notes as the Purchasers may reasonably request. With respect to matters of fact on which such opinion is based, such counsel shall be entitled to rely on appropriate certificates of public officials and officers of the Company. The opinion of Mayer Brown LLP may be limited to matters governed

by the laws of the United States of America, the laws of the state of New York and Illinois, the Delaware General Corporation Law and the Delaware UCC. The opinion shall also state that subsequent permitted transferees and assignees of the Notes may rely thereon.

FORM OF OPINION OF COUNSEL
FOR LAGASSE, INC.

The opinion of Phelps Dunbar, L.L.P., counsel for Lagasse, Inc. (the “Company”), shall be to the effect that:

1. The Company is a corporation validly existing and in good standing under the laws of Louisiana, and has all requisite corporate power and authority to execute, deliver and perform the Subsidiary Guaranty and the Collateral Documents to which it is a party.

2. The Subsidiary Guaranty and the Covered Collateral Documents to which it is a party have been duly authorized by proper corporate action on the part of the Company and have been duly executed and delivered by authorized officers of the Company.

3. The execution and delivery of the Subsidiary Guaranty and the Covered Collateral Documents to which it is a party by the Company and the performance of its obligations thereunder does not violate any Applicable Law or any provision of the organizational documents of the Company.

4. As evidenced by the time-stamped copy of the Financing Statement naming the Company as debtor attached as an exhibit to such opinion, such financing statement was filed and, assuming that the Security Agreement creates in favor of the Collateral Agent a security interest in the rights of the Company in the collateral of the Company in which a security interest may be created under Article 9 of the New York UCC (the “Article 9 Collateral”), the Collateral Agent’s security interest in the Article 9 Collateral of the Company in which a security interest may be perfected by filing a financing statement under the Louisiana UCC has been perfected.

The opinion of Phelps Dunbar, L.L.P. shall cover such other matters relating to the sale of the Notes as the Purchasers may reasonably request. With respect to matters of fact on which such opinion is based, such counsel shall be entitled to rely on appropriate certificates of public officials and officers of the Company. The opinion of Phelps Dunbar, L.L.P. may be limited to matters governed by the laws of the state of Louisiana. The opinion shall also state that subsequent permitted transferees and assignees of the Notes and Foley & Lardner LLP may rely thereon.

EXHIBIT 4.4(b)

FORM OF OPINION OF SPECIAL COUNSEL
TO THE PURCHASERS

The opinion of Foley & Lardner LLP, special counsel to the Purchasers, shall be to the effect that:

1. The Company is a corporation validly existing in good standing under the laws of the state of Illinois, with requisite corporate power and authority to enter into the Agreement and to issue and sell the Notes. The Parent is a corporation validly existing in good standing under the laws of the state of Delaware, with requisite corporate power and authority to enter into the Parent Guaranty and to issue and sell the Notes.

2. The Agreement and the Notes have been duly authorized by proper corporate action on the part of the Company, have been duly executed and delivered by an authorized officer of the Company, and constitute the legal, valid and binding agreements of the Company, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or similar laws of general application relating to or affecting the enforcement of the rights of creditors or by equitable principles, regardless of whether enforcement is sought in a proceeding in equity or at law.

3. The Agreement and the Parent Guaranty have been duly authorized by proper corporate action on the part of the Parent, have been duly executed and delivered by an authorized officer of the Parent, and constitute the legal, valid and binding obligation of the Parent, enforceable in accordance with their terms, except to the extent the enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of the rights of creditors or by equitable principles, regardless of whether enforcement is sought in a proceeding in equity or at law.

4. The Subsidiary Guaranty constitutes the legal, valid and binding obligation of each Subsidiary Guarantor, enforceable in accordance with its terms, except to the extent the enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of the rights of creditors or by equitable principles, regardless of whether enforcement is sought in a proceeding in equity or at law.

5. Based upon the representations set forth in the Agreement, the offering, sale and delivery of the Notes and the execution and delivery of the Parent Guaranty and the Subsidiary Guaranty do not require the registration of the Notes, the Parent Guaranty or the Subsidiary Guaranty under the Securities Act of 1933, as amended, nor the qualification of an indenture under the Trust Indenture Act of 1939, as amended.

6. No approval, consent or withholding of objection on the part of, or filing, registration or qualification with, any governmental body, Federal or state, is necessary in connection with the execution and delivery of the Note Agreement or the Notes.

Foley & Lardner LLP may rely, as to the due authorization, execution and delivery by each Subsidiary Guarantor of the Subsidiary Guaranty, upon the opinion of Phelps Dunbar, L.L.P. , counsel for the Company. Foley & Lardner LLP shall state that such opinion is satisfactory in form and scope to it, and that, in its opinion, the Purchasers and it are justified in relying thereon and shall cover such other matters relating to the sale of the Notes as the Purchasers may reasonably request.

Exhibit 10.1

EXECUTION COPY

AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT

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.

PRELIMINARY STATEMENTS

WHEREAS, the Collateral Agent has entered into that certain Intercreditor Agreement, dated as of October 15, 2007, by and among the Collateral Agent and certain lenders identified and defined therein in connection with certain extensions of credit and financial accommodations to the Borrower (as the same may have been or may be amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”);

WHEREAS, the Bank Credit Agreement and the Note Agreement and the Eligible Additional Senior Secured Documents (if in effect), among other things, evidence the Borrower’s outstanding obligations under the Bank Credit Agreement and the Note Agreement and the Eligible Additional Senior Secured Documents and provide, subject to the terms and conditions of the Bank Credit Agreement and the Note Agreement and the Eligible Additional Senior Secured Documents, for the making of advances, loans and other financial accommodations by certain of the Lenders to or for the benefit of the Borrower;

WHEREAS, the Parent owns all of the issued and outstanding capital stock of the Borrower and the Borrower owns, directly or indirectly, all or a majority of the issued and outstanding capital stock and other equity interests of each Grantor (other than the Parent or the Borrower); and such Grantors shall derive benefits, both direct and indirect, by the continued effectiveness of the Bank Credit Agreement and the Note Agreement and, if in effect, any Eligible Additional Senior Secured Documents;

WHEREAS, certain of the Grantors have entered into certain guarantees (the “Guarantees”) pursuant to which they have guaranteed, without limitation and with full recourse, the payment when due of the Obligations;

WHEREAS, each Grantor has granted a security interest in and lien upon its assets pursuant to that certain Pledge and Security Agreement, dated as of March 21, 2003, by and among the Borrower, the Parent, the Initial Grantors parties thereto and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA, a national banking association having its principal office in Chicago, Illinois), as administrative agent (as amended, restated or otherwise modified as of the date hereof, the “Existing Security Agreement”) to secure the Secured Obligations

under (and as defined in) the Bank Credit Agreement and the parties hereto intend (i) to amend and restate such Existing Security Agreement pursuant to the terms hereof and (ii) that this Security Agreement not constitute a novation thereof;

WHEREAS, it is a condition precedent to the continued effectiveness of the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents, that each Grantor agree to amend and restate the Existing Security Agreement to re-evidence the grant of a security interest in and lien upon its assets to secure the Secured Obligations under the Bank Credit Agreement and to grant a security interest and lien upon its assets to secure the Secured Obligations under the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Document;

WHEREAS, the Lenders have required as a condition to the continued effectiveness of the Bank Credit Agreement and Note Agreement, and, if in effect, any Eligible Additional Senior Secured Document, that each Grantor execute and deliver this Security Agreement;

ACCORDINGLY, the Grantors and the Collateral Agent, on behalf of the Secured Parties, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1. Terms Defined in Intercreditor Agreement . All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Intercreditor Agreement or, to the extent not defined therein, as defined in the Bank Credit Agreement.

1.2. Terms Defined in New York Uniform Commercial Code . Terms defined in the New York UCC which are not otherwise defined in this Security Agreement are used herein as defined in the New York UCC.

1.3. Definitions of Certain Terms Used Herein . As used in this Security Agreement, in addition to the terms defined in the Preliminary Statement, the following terms shall have the following meanings:

“Accounts” shall have the meaning set forth in Article 9 of the New York UCC or in the PPSA, as applicable.

“Article” means a numbered article of this Security Agreement, unless another document is specifically referenced.

“Chattel Paper” shall have the meaning set forth in Article 9 of the New York UCC or in the PPSA, as applicable.

“Collateral” means all Accounts, Chattel Paper, Commercial Tort Claims, Documents, Equipment, Fixtures, General Intangibles, Instruments, Inventory, Investment Property, Pledged Deposits, Pledged Stock and Other Collateral, wherever located, in which any Grantor now has or hereafter acquires any right or interest, and the proceeds (including Stock Rights), insurance

proceeds and products thereof, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto.

“Commercial Tort Claims” means those certain currently existing commercial tort claims of any Grantor, including each commercial tort claim specifically described in Exhibit “E”.

“Control” shall have the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the New York UCC.

“Customer Advance Notes” shall mean customer advance notes not prohibited under the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents.

“Default” means an event described in Section 5.1.

“Deposit Accounts” shall have the meaning set forth in Article 9 of the New York UCC.

“Documents” shall have the meaning set forth in Article 9 of the New York UCC.

“Equipment” shall have the meaning set forth in Article 9 of the New York UCC or in the PPSA, as applicable.

“Exhibit” refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced.

“Fixtures” shall have the meaning set forth in Article 9 of the New York UCC.

“General Intangibles” shall have the meaning set forth in Article 9 of the New York UCC or the meaning of “intangibles” as set forth in the PPSA, as applicable.

“Instruments” shall have the meaning set forth in Article 9 of the New York UCC or in the PPSA, as applicable.

“Inventory” shall have the meaning set forth in Article 9 of the New York UCC or in the PPSA, as applicable.

“Investment Property” shall have the meaning set forth in Article 9 of the New York UCC.

“New York UCC” means the New York Uniform Commercial Code as in effect from time to time .

“Other Collateral” means any property of the Grantors, other than real estate, not included within the defined terms Accounts, Chattel Paper, Commercial Tort Claims, Documents, Equipment, Fixtures, General Intangibles, Instruments, Inventory, Investment Property and Pledged Deposits, including, without limitation, all cash on hand, letter-of-credit rights, letters of credit, Stock Rights and Deposit Accounts or other deposits (general or special, time or demand, provisional or final) with any bank or other financial institution, it being

intended that the Collateral include all property of the Grantors other than real estate (subject to the limitations set forth in Article II).

“Paid in Full” means (i) the payment in full in cash of the Secured Obligations (other than contingent indemnity obligations), (ii) the termination of all Commitments under the Bank Credit Agreement and (iii) the termination and/or cash collateralization of all Facility LCs, in each case, in accordance with the Bank Credit Agreement. The term “Payment in Full” shall have a correlative meaning.

“Pledged Deposits” means all time deposits of money (other than Deposit Accounts and Instruments), whether or not evidenced by certificates, which a Grantor may from time to time designate as pledged to the Collateral Agent or to any Secured Parties as security for any Secured Obligation, and all rights to receive interest on said deposits.

“Pledged Stock” means, with respect to any Grantor, the shares of common and preferred stock (or other ownership interest) of each issuer identified in Exhibit “C” under the name of such Grantor and all other shares of capital stock (or other ownership interest) of whatever class of each such issuer, now or hereafter owned by such Grantor, and all certificates evidencing the same, and shall include, without limitation, all of the capital stock of the Parent’s Domestic Subsidiaries owned by such Grantor and the requisite percentage of the capital stock of all Material Foreign Subsidiaries required to be pledged pursuant to the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents, and owned by such Grantor.

“PPSA” shall mean the Personal Property Security Act in effect from time to time in the Province of Ontario or such similar legislation in effect in any other Province of Canada, as applicable, as amended or supplemented from time to time.

“Receivables” means the Accounts, Chattel Paper, Documents, Investment Property, Instruments or Pledged Deposits, and any other rights or claims to receive money which are General Intangibles or which are otherwise included as Collateral.

“Section” means a numbered section of this Security Agreement, unless another document is specifically referenced.

“Secured Obligations” means the “Obligations” under and as defined in the Intercreditor Agreement.

“Security” has the meaning set forth in Article 8 of the New York UCC or in the PPSA, as applicable.

“Stock Rights” means any securities, dividends or other distributions and any other right or property which any Grantor shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any securities or other ownership interests in a corporation, partnership, joint venture or limited liability company constituting Collateral and any securities, any right to receive securities and any right to receive earnings, in which any Grantor now has or hereafter acquires any right, issued by an issuer of such securities.

“Supporting Obligation” shall have the meaning set forth in Article 9 of the New York UCC.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

ARTICLE II

GRANT OF SECURITY INTEREST

Each of the Grantors hereby pledges, assigns and grants to the Collateral Agent, on behalf of and for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest, whether now owned or hereafter acquired, in and to the Collateral to secure the prompt and complete payment and performance of the Secured Obligations.

Notwithstanding the foregoing, the Collateral shall not include (i) (a) any Accounts, General Intangibles, Chattel Paper, Instruments, Documents or Investment Property which constitute Receivables subject to any Receivables Purchase Facility permitted under the Credit Agreement, the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents, and (b) any Deposit Accounts maintained in accordance with the requirements of the applicable Receivables Purchase Facility into which collections and other amounts related to those items described in clause (i)(a) are deposited (collectively, the “Securitization Collateral”), (ii) any Property to the extent that such grant of a security interest is prohibited by any applicable law or governmental authority, requires a consent not obtained of any governmental authority pursuant to any applicable law or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any investment property, any applicable shareholder or similar agreement, except to the extent that such applicable law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law, (iii) with respect to any shares of stock or other ownership interests in any first-tier Foreign Subsidiary, the excess over 65% of all of the voting shares of stock or equity interests in such Foreign Subsidiary, (iv) any stock or other ownership interests of any Subsidiary of any first-tier Foreign Subsidiary and (v) any shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasury. The Collateral Agent’s security interest in any item constituting Securitization Collateral shall be released upon the sale, contribution or transfer thereof under the terms of the applicable Receivables Purchase Facility. Each of the Grantors acknowledges, for the purposes of the PPSA, that (i) value has been given, (ii) it has rights in the Collateral (other than after-acquired Collateral), (iii) it has not agreed to postpone the time of attachment of the security interest in the Collateral and (iv) it has received a duplicate copy of this Security Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each of the Initial Grantors represents and warrants to the Collateral Agent and the Secured Parties, and each Grantor that becomes a party to this Security Agreement pursuant to the execution of a Security Agreement Supplement in substantially the form of Annex I represents and warrants (after giving effect to supplements to each of the Exhibits hereto with respect to such subsequent Grantor as attached to such Security Agreement Supplement), that:

3.1. Title, Authorization, Validity and Enforceability . Such Grantor has good and valid rights in or the power to transfer the Collateral owned by it and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1.3, and has full corporate, limited liability company or partnership, as applicable, power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. The execution and delivery by such Grantor of this Security Agreement has been duly authorized by proper corporate, limited liability company or partnership, as applicable, proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of such Grantor and creates a security interest which is enforceable against such Grantor in all Collateral it now owns or hereafter acquires, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) requirements of reasonableness, good faith and fair dealing. Financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit “D”, and the Collateral Agent has a fully perfected first priority security interest in the Collateral owned by such Grantor in which a security interest may be perfected by filing under the applicable Uniform Commercial Code or PPSA, as applicable, subject to Liens permitted under the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Collateral Agent under the Lender Documents to any Liens otherwise permitted under the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents (other than Permitted Priority Liens).

3.2. Conflicting Laws and Contracts . Neither the execution and delivery by such Grantor of this Security Agreement, the creation and perfection of the security interest in the Collateral granted hereunder, nor compliance with the terms and provisions hereof will violate (i) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Grantor, or (ii) such Grantor’s charter, articles or by-laws (or similar constitutive documents), or (iii) the provisions of any indenture, material instrument or material agreement to which such Grantor is a party or is subject, or by which it, or its Property is bound or affected, or conflict with or constitute a default thereunder, or result in or require the creation or imposition of any Lien in, of or on the property of such Grantor pursuant to the terms of any such indenture, material instrument or material agreement (other than any Lien of the Collateral Agent on behalf of the Secured Parties).

6 3.3. Type and Jurisdiction of Organization . As of the date of the compliance certificate most recently delivered to the Collateral Agent pursuant to Section 6.1.3 of the Bank Credit Agreement in connection with the most recent annual financial statements of the Parent delivered pursuant to Section 6.1.1 of the Bank Credit Agreement (such date being the “Reference Date”), the Borrower is a corporation organized under the laws of the State of Illinois; each of United Stationers Technology Services LLC and United Stationers Financial Services LLC is a limited liability company organized under the laws of the State of Illinois; the Parent is a corporation organized under the laws of the State of Delaware; and Lagasse, Inc. is a corporation organized under the laws of the State of Louisiana, in each case, except to the extent (x) such Person has been merged with or into any other Person in a transaction not prohibited by the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents, or (y) such Person has complied with the requirements of Section 4.1.4 or (z) as to Persons other than the Company or the Parent, such Person has been sold or otherwise disposed of in a transaction permitted by the Lender Documents, and in each case, this representation shall be deemed amended to make reference to the correct Person, type of entity and/or jurisdiction, as applicable.

3.4. Principal Location . As of the Reference Date, such Grantor’s mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business), is disclosed in Exhibit “A”; such Grantor has no other places of business except those set forth in Exhibit “A”.

3.5. Property Locations . As of the Reference Date, the Inventory, Equipment and Fixtures of each Grantor are located solely at the locations of such Grantor described in Exhibit “A”, except for such Inventory, Equipment or Fixtures which (i) are out for repair, (ii) have been sold or otherwise disposed of in accordance with the terms of the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents, (iii) are in transit to a place described in Exhibit “A” or (iv) when taken together, have a net book value in the aggregate of $10,000,000 or less. All of said locations are owned by such Grantor except for locations (i) which are leased by such Grantor as lessee and designated in Part B of Exhibit “A” and (ii) at which Inventory or Equipment is held in a public warehouse or is otherwise held by a bailee or on consignment by such Grantor as designated in Part C of Exhibit “A”.

3.6. No Other Names . Except as set forth on Exhibit “A”, during the three year period prior to the date of this Security Agreement and from the date of this Security Agreement through and including the Reference Date, such Grantor has not conducted business under any name except the name in which it has executed this Security Agreement, which is the exact name as it appears in such Grantor’s organizational documents, as amended, as filed with such Grantor’s jurisdiction of organization as of the date of this Security Agreement.

3.7. Accounts and Chattel Paper . The names of the obligors, amounts owing, due dates and other information with respect to the Accounts and Chattel Paper owned by such Grantor are correctly stated, in all material respects, in all records of such Grantor relating thereto and in all invoices and reports with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or

7 Chattel Paper, as the case may be, and all records relating thereto, is genuine and in all material respects what it purports to be.

3.8. Filing Requirements . As of the Reference Date, none of the Equipment owned by such Grantor is covered by any certificate of title required to be delivered pursuant to Section 4.3.2, except for the vehicles described in Part A of Exhibit “B”. As of the Reference Date, none of the Collateral owned by such Grantor is of a type for which security interests or liens may be perfected by filing under any federal statute except for (i) the vehicles described in Part B of Exhibit “B” and (ii) patents, trademarks and copyrights held by such Grantor and described in Part C of Exhibit “B”.

3.9. No Financing Statements . No financing statement describing all or any portion of the Collateral which has not lapsed or been terminated naming such Grantor as debtor has been filed in any jurisdiction except financing statements (i) naming the Collateral Agent on behalf of the Secured Parties as the secured party and (ii) in respect of Liens permitted by the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents; provided , that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Collateral Agent under the Lender Documents to any Liens otherwise permitted under the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Indebtedness (other than Permitted Priority Liens).

3.10. Federal Employer Identification Number; State Organization Number . Such Grantor’s Federal employer identification number is, and if such Grantor is a registered organization, such Grantor’s State organization number is set forth on Exhibit “A”.

3.11. Pledged Securities and Other Investment Property . As of the Reference Date, Exhibit “C” sets forth a complete and accurate list of the Pledged Stock, and to the extent the same has a value in excess of $5,000,000 individually or $10,000,000 in the aggregate, Instruments, Securities and other Investment Property (to the extent the same do not constitute Cash Equivalent Investments or Customer Advance Notes) delivered to the Collateral Agent. Each Grantor is the direct and beneficial owner of each Instrument, Security and other type of Investment Property listed on Exhibit “C” as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder. Each Grantor further represents and warrants that (i) all Pledged Stock which are shares of stock in a corporation or ownership interests in a partnership or limited liability company have been (to the extent such concepts are relevant with respect to such Pledged Stock) duly and validly issued, are fully paid and non-assessable and constitute, as of the Reference Date, the percentage of the issued and outstanding shares of stock (or other equity interests) of the respective issuers thereof indicated on Exhibit “C” hereto and (ii) with respect to any certificates delivered to the Collateral Agent representing an ownership interest in a partnership or limited liability company, either such certificates are Securities as defined in Article 8 of the Uniform Commercial Code of the applicable jurisdiction or in the PPSA, as applicable, as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible.

8

ARTICLE IV

COVENANTS

From the date of this Security Agreement and thereafter until this Security Agreement is terminated in accordance with Section 8.14, each of the Initial Grantors agrees, and from and after the effective date of any Security Agreement Supplement applicable to any Grantor (and after giving effect to supplements to each of the Exhibits hereto with respect to such subsequent Grantor as attached to such Security Agreement Supplement) and thereafter until this Security Agreement is terminated in accordance with Section 8.14 each such subsequent Grantor agrees:

4.1. General .

4.1.1 Compliance with Bank Credit Agreement and the Note Agreement and any Eligible Additional Senior Secured Documents . Each of the Grantors covenants that (i) so long as any Lender has any Commitment outstanding under the Bank Credit Agreement or any amount payable to it under the Bank Credit Agreement or any other Secured Obligations under the Bank Credit Agreement (other than contingent indemnity obligations) shall remain unpaid, it will, and, if necessary, will enable the Borrower and the Parent to, fully comply with those covenants and agreements of the Borrower and the Parent applicable to such Grantor set forth in the Bank Credit Agreement and (ii) so long as any Lender has any amount payable to it under the Note Agreement or any other Secured Obligations under the Note Agreement (other than contingent indemnity obligations) shall remain unpaid, it will, and, if necessary, will enable the Borrower and the Parent to, fully comply with those covenants and agreements of the Borrower and the Parent applicable to such Grantor set forth in the Note Agreement and (iii) so long as any Lender has any amount payable to it under any Eligible Additional Senior Secured Documents or any other Secured Obligations under any Eligible Additional Senior Secured Documents (other than contingent indemnity obligations) shall remain unpaid, it will, and if necessary, will enable the Borrower and the Parent to, fully comply with those covenants and agreements of the Borrower and the Parent applicable to such Grantor set forth in such Eligible Additional Senior Secured Documents.

4.1.2 Financing Statements and Other Actions; Defense of Title . Each Grantor hereby authorizes the Collateral Agent to file, and if requested will execute and deliver to the Collateral Agent, all financing statements describing the Collateral owned by such Grantor and other documents and take such other actions as may from time to time reasonably be requested by the Collateral Agent in order to maintain a first perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens permitted under the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Collateral Agent under the Lender Documents to any Liens otherwise permitted under the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Indebtedness (other than Permitted Priority Liens). Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in

9 any other manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Collateral Agent herein. Each Grantor will take any and all actions necessary to defend title to the Collateral owned by such Grantor against all persons and to defend the security interest of the Collateral Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder. During the continuance of a Default the Borrower shall, upon the request of the Collateral Agent, provide a written summary of each property on which any Fixtures are located by any Grantor, including the legal description, county and street address of such property, together with the name and address of the record owner of each such property.

4.1.3 Liens . No Grantor will create, incur, or suffer to exist any Lien on the Collateral owned by such Grantor except Liens permitted pursuant to the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Collateral Agent under the Lender Documents to any Liens otherwise permitted under the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Indebtedness (other than Permitted Priority Liens).

4.1.4 Change in Corporate Existence, Type or Jurisdiction of Organization, Location, Name . Each Grantor will, except to the extent permitted under the Bank Credit Agreement and the Note Agreement, and, if in effect, any applicable Eligible Additional Senior Secured Document:

(i) preserve its existence and corporate structure as in effect on the date of this Security Agreement;

(ii) not change its jurisdiction of organization;

(iii) not maintain its place of business (if it has only one) or its chief executive office (if it has more than one place of business) at a location other than a location specified on Exhibit “A;” and

(iv) not (a) have any Inventory, Equipment or Fixtures or proceeds or products thereof at a location other than a location specified in Exhibit “A”, except for such Inventory, Equipment or Fixtures which (W) are out for repair, (X) have been sold or otherwise disposed of in accordance with the terms of the Bank Credit Agreement and the Note Agreement, and, if in effect, any applicable Eligible Additional Senior Secured Document, (Y) are in transit to a place described in Exhibit “A” or (Z) when taken together, have an aggregate net book value of $10,000,000 or less, (b) change its name or taxpayer identification number or (c) change its mailing address,

unless, in each such case, such Grantor shall have given the Collateral Agent not less than 15 Business Days’ (or such shorter time as to which the Collateral Agent and the Grantor shall agree) prior written notice of such event or occurrence and the Collateral Agent

shall have either (x) determined that such event or occurrence will not adversely affect the validity, perfection or priority of the Collateral Agent’s security interest in the Collateral, or (y) taken such steps (with the cooperation of such Grantor to the extent necessary or advisable) as are necessary or advisable to properly maintain the validity, perfection and priority of the Collateral Agent’s security interest in the Collateral owned by such Grantor.

4.1.5 Other Financing Statements . No Grantor will suffer to exist, or sign or authorize the signing on its behalf or the filing of any financing statement naming it as debtor covering all or any portion of the Collateral owned by such Grantor, except any financing statement (i) authorized under Section 4.1.2 or (ii) filed to perfect a Lien permitted by the Bank Credit Agreement and the Note Agreement, and, if in effect, any applicable Eligible Additional Senior Secured Document; provided , that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Collateral Agent under the Lender Documents to any Liens otherwise permitted under the Bank Credit Agreement and the Note Agreement, and, if in effect, any applicable Eligible Additional Senior Secured Document (other than Permitted Priority Liens).

4.2. Receivables .

4.2.1 Collection of Receivables . Except as otherwise provided in this Security Agreement, each Grantor will collect and enforce, at such Grantor’s sole expense and in its ordinary course of business, all amounts due or hereafter due to such Grantor under the Receivables owned by such Grantor.

4.2.2 Delivery of Invoices . Each Grantor will deliver to the Collateral Agent promptly upon its request after the occurrence and during the continuance of a Default duplicate invoices with respect to each Account owned by such Grantor and otherwise constituting Collateral hereunder bearing such language of assignment as the Collateral Agent shall specify.

4.2.3 Disclosure of Receivables . Upon the reasonable request of the Collateral Agent, each Grantor shall deliver to the Collateral Agent copies of any periodic reports prepared with respect to Receivables in connection with any Receivables Purchase Facility.

4.3. Inventory and Equipment .

4.3.1 Bailment Agreements, Etc. With respect to each location (other than properties owned or leased by such Grantor) at which Inventory (other than catalogs) and/or Equipment with a net book value in excess of $10,000,000 is located, each Grantor shall deliver bailment agreements, warehouse receipts, financing statements or other documents reasonably satisfactory to the Collateral Agent to protect the Collateral Agent’s and the Secured Parties’ security interest in such Inventory and/or Equipment.

4.3.2 Titled Vehicles . Upon the occurrence and during the continuance of a Default, each Grantor will give the Collateral Agent notice of its acquisition of any vehicle covered by a certificate of title the net book value of which, when taken together

11 with all other vehicles covered by a certificate of title owned by any Grantor, exceeds $10,000,000 in the aggregate, and deliver to the Collateral Agent, upon request, the original of any vehicle title certificate and do all things necessary to have the Lien of the Collateral Agent noted on any such certificate to eliminate such excess.

4.4. Instruments, Securities, Chattel Paper, Documents and Pledged Deposits . Each Grantor will (i) deliver to the Collateral Agent immediately upon execution of this Security Agreement the originals of all Pledged Stock, and, to the extent the same has a value in excess of $5,000,000 individually or $10,000,000 in the aggregate, originals of all Chattel Paper, Securities and Instruments constituting Collateral (if any then exist and other than those constituting Cash Equivalent Investments or Customer Advance Notes), (ii) hold in trust for the Collateral Agent upon receipt and immediately thereafter deliver to the Collateral Agent any Pledged Stock, and, to the extent the same has a value in excess of $5,000,000 individually or $10,000,000 in the aggregate, originals of Chattel Paper, Securities and Instruments constituting Collateral (other than those constituting Cash Equivalent Investments or Customer Advance Notes), (iii) upon the designation of any Pledged Deposits (as set forth in the definition thereof), deliver to the Collateral Agent such Pledged Deposits which are evidenced by certificates included in the Collateral endorsed in blank, marked with such legends and assigned as the Collateral Agent shall specify, and (iv) upon the Collateral Agent’s request, after the occurrence and during the continuance of a Default, deliver to the Collateral Agent (and thereafter hold in trust for the Collateral Agent upon receipt and immediately deliver to the Collateral Agent) any Document evidencing or constituting Collateral. No Grantor shall permit any Person other than such Grantor or the Collateral Agent to maintain possession of any Customer Advance Note.

4.5. Uncertificated Securities and Certain Other Investment Property . Each Grantor will permit the Collateral Agent (i) from time to time to cause each Subsidiary of the Parent that is an issuer (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Investment Property not represented by certificates which are Collateral owned by such Grantor, and (ii) after the occurrence and during the continuance of a Default to cause the appropriate other issuers (and, if held with a securities intermediary, such securities intermediary) of any other uncertificated securities or other types of Investment Property not represented by certificates which are Collateral owned by such Grantor, in each case, to mark their books and records with the numbers and face amounts of all such uncertificated securities or other types of Investment Property not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. Each Grantor will use all commercially reasonable efforts, (i) at all times with respect to each Subsidiary of the Parent that is an issuer of Investment Property constituting Collateral owned by such Grantor held with a financial intermediary, and (ii) after the occurrence and during the continuance of a Default with respect to all other Investment Property constituting Collateral owned by such Grantor held with a financial intermediary, to cause such financial intermediary to enter into a control agreement with the Collateral Agent in form and substance reasonably satisfactory to the Collateral Agent.

4.6. Stock and Other Ownership Interests .

4.6.1 Changes in Capital Structure of Issuers . No Grantor will (i) permit or suffer any issuer of Pledged Stock owned by such Grantor to dissolve, liquidate, retire any of its

12 capital stock or other Instruments, Securities or other Investment Property evidencing ownership, reduce its capital or merge or consolidate with any other entity, or (ii) vote any of the Instruments, Securities or other Investment Property in favor of any of the foregoing, except to the extent not prohibited under the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents.

4.6.2 Issuance of Additional Securities . No Grantor will permit or suffer (i) any issuer of Pledged Stock that is a Guarantor to issue any such securities or other ownership interests, any right to receive the same or any right to receive earnings, except to such Grantor or (ii) any issuer of Pledged Stock that is not a Guarantor to issue any such securities or other ownership interests, any right to receive the same or any right to receive earnings unless such issuance is made or offered to each holder of such securities based on their proportionate holdings thereof.

4.6.3 Registration of Pledged Securities and other Investment Property . Each Grantor will permit any registerable Collateral owned by such Grantor to be registered in the name of the Collateral Agent or its nominee at any time at the option of the Requisite Lenders following the occurrence and during the continuance of a Default and without any further consent of such Grantor.

4.6.4 Exercise of Rights in Pledged Securities and other Investment Property . Each Grantor will permit the Collateral Agent or its nominee at any time during the continuance of a Default, without notice, to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral owned by such Grantor or any part thereof, and to receive all dividends and interest in respect of such Collateral.

4.7. Deposit Accounts . Each Grantor will upon the Collateral Agent’s request during the continuance of a Default, (i) cause each bank or other financial institution in which it maintains (a) a Deposit Account which is Collateral to enter into a control agreement with the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent in order to give the Collateral Agent Control of such Deposit Account or (b) other deposits (general or special, time or demand, provisional or final) to be notified of the security interest granted to the Collateral Agent hereunder and cause each such bank or other financial institution to acknowledge such notification in writing and/or (ii) deliver to each such bank or other financial institution a letter, in form and substance acceptable to the Collateral Agent, transferring ownership of such Deposit Account to the Collateral Agent or transferring dominion and control over each such other deposit to the Collateral Agent until such time as no Default exists. In the case of deposits maintained with Banks, the terms of such letter shall be subject to the provisions of the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents, regarding setoffs. The provisions of this Section shall not apply to (x) a deposit account for which the Collateral Agent or any other Bank is the depositary bank and is in automatic control thereof and (y) any deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Grantor’s employees or any other trust accounts.

4.8. Letter-of-Credit Rights . Each Grantor will, upon the Collateral Agent’s request, use commercially reasonable efforts to cause each issuer of a letter of credit that constitutes

13 Collateral (other than letters of credit that constitute Supporting Obligations in respect of Collateral) having a face value in excess of $5,000,000, to consent to the assignment of proceeds of the letter of credit in order to give the Collateral Agent Control of the letter-of-credit rights to such letter of credit.

4.9. Intellectual Property . If, after the date of this Security Agreement, any Grantor obtains rights to any federally registered patent, trademark or copyright, or applies for or seeks federal registration of any new patentable invention, trademark or copyright, in addition to the patents, trademarks and copyrights described in Part C of Exhibit “B”, which are all of such Grantor’s federally registered patents, trademarks and copyrights as of the date of this Security Agreement, then such Grantor shall, on an annual basis or, after the occurrence and during the continuance of a Default, upon the request of the Collateral Agent, give the Collateral Agent notice thereof. Each Grantor agrees promptly upon request by the Collateral Agent to execute and deliver to the Collateral Agent any supplement to this Security Agreement or any other document reasonably requested by the Collateral Agent to evidence such security interest in a form appropriate for recording in the applicable federal office. Each Grantor also hereby authorizes the Collateral Agent to modify this Security Agreement unilaterally by amending Part C of Exhibit “B” to include any future patents, trademarks and/or copyrights of which the Collateral Agent receives notification from such Grantor pursuant hereto.

4.10. Commercial Tort Claims . If, after the date hereof, any Grantor identifies the existence of a commercial tort claim belonging to such Grantor in respect of which such Grantor shall have filed a suit, and having, individually or together with all other such commercial tort claims, in such Grantor’s reasonable business judgment a value in excess of $10,000,000, that has arisen in the course of such Grantor’s business in addition to the commercial tort claims described in Exhibit “E”, which are all of such Grantor’s commercial tort claims as of the date of this Security Agreement, then such Grantor shall give the Collateral Agent prompt notice thereof, but in any event not less frequently than quarterly. Each Grantor agrees promptly upon request by the Collateral Agent to execute and deliver to the Collateral Agent any supplement to this Security Agreement or any other document reasonably requested by the Collateral Agent to evidence the grant of a security interest therein in favor of the Collateral Agent.

ARTICLE V

DEFAULT

5.1. Default . The occurrence of any “Actionable Default” under, and as defined in, the Intercreditor Agreement shall constitute a Default hereunder.

5.2. Acceleration and Remedies . In accordance with the terms of the Intercreditor Agreement, the Collateral Agent may, with the concurrence or at the direction of the Requisite Lenders, exercise any or all of the following rights and remedies:

5.2.1 Those rights and remedies provided in this Security Agreement, the Bank Credit Agreement, the Note Agreement, any Eligible Additional Senior Secured Documents, or any other Lender Document, provided that this Section 5.2.1 shall not be

14 understood to limit any rights or remedies available to the Collateral Agent and the Secured Parties prior to a Default.

5.2.2 Those rights and remedies available to a secured party under the New York UCC or the PPSA, as applicable (whether or not the New York UCC or the PPSA applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff or bankers’ lien) when a debtor is in default under a security agreement.

5.2.3 Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable.

5.2.4 Appoint by instrument in writing a receiver (which term as used in this Security Agreement includes a receiver and manager) or agent of all or any part of the Collateral and remove or replace from time to time any such receiver or agent.

5.2.5 Institute proceedings in any court of competent jurisdiction for the appointment of a receiver of all or any part of the Collateral.

5.2.6 Borrow for the purposes of carrying on the business of the Grantor or for the maintenance, preservation or protection of the Collateral and grant a security interest in the Collateral, whether or not in priority to the security interest granted herein, to secure repayment.

The Collateral Agent, on behalf of the Secured Parties, may comply with any applicable state, Canadian provincial or federal law requirements in connection with a disposition of the Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

If, after the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents, has terminated by its respective terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Requisite Lenders may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

5.3. Grantors’ Obligations Upon Default . Upon the request of the Collateral Agent during the continuance of a Default, each Grantor will:

5.3.1 Assembly of Collateral . Assemble and make available to the Collateral Agent the Collateral and all records relating thereto at any place or places specified by the Collateral Agent which is reasonably convenient to both parties.

15 5.3.2 Secured Party Access . Permit the Collateral Agent, to the extent such Grantor has the authority to do so, by the Collateral Agent’s representatives and agents, to enter any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral and to remove all or any part of the Collateral.

5.4. License . The Collateral Agent is hereby granted a license or other right to use, following the occurrence and during the continuance of a Default, without charge, each Grantor’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, customer lists and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral, and, following the occurrence and during the continuance of a Default, such Grantor’s rights under all licenses and all franchise agreements shall inure to the Collateral Agent’s benefit. In addition, each Grantor hereby irrevocably agrees that the Collateral Agent may, following the occurrence and during the continuance of a Default, sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased such Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security Agreement, may sell Inventory which bears any trademark owned by or licensed to such Grantor and any Inventory that is covered by any copyright owned by or licensed to such Grantor and the Collateral Agent may finish any work in process and affix any trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

5.5. Receiver’s Powers .

(a) Any receiver appointed by the Collateral Agent shall be vested with the rights and remedies which could have been exercised by the Collateral Agent in respect of each Grantor or the Collateral and such other powers and discretions as are granted in the instrument of appointment and any supplemental instruments. The identity of the receiver, its replacement and its remuneration shall be within the sole and unfettered discretion of the Collateral Agent or any other Secured Parties.

(b) Any receiver appointed by the Collateral Agent shall act as agent for the Collateral Agent or any other Secured Parties for the purposes of taking possession of the Collateral, but otherwise and for all other purposes (except as provided below), as agent for each Grantor. The receiver may sell, lease, or otherwise dispose of Collateral as agent for each Grantor or as agent for the Collateral Agent as the Collateral Agent may determine in its discretion. Each Grantor agrees to ratify and confirm all actions of the receiver acting as agent for each Grantor, and to release and indemnify the receiver in respect of all such actions.

(c) The Collateral Agent, in appointing or refraining from appointing any receiver, shall not incur liability to the receiver, each Grantor or otherwise and shall not be responsible for any misconduct or negligence of the receiver.

ARTICLE VI

WAIVERS, AMENDMENTS AND REMEDIES

Each of the Secured Parties agrees that, except to the extent provided in Section 5.2, this Security Agreement may be enforced only by the actions of the Collateral Agent for the benefit of the Secured Parties, and that no other Secured Party shall have any right individually to seek to enforce or to enforce this Security Agreement or to realize upon the security to be granted hereby (other than the right of setoff provided for in the Lender Documents). No delay or omission of the Collateral Agent to exercise any right or remedy granted under this Security Agreement shall impair such right or remedy or be construed to be a waiver of any Default or an acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver, amendment or other variation of the terms, conditions or provisions of this Security Agreement whatsoever shall be valid unless in writing signed by the Collateral Agent with the concurrence or at the direction of the Requisite Lenders and each Grantor, and then only to the extent in such writing specifically set forth, provided that the addition of any Domestic Subsidiary as a Grantor hereunder by execution of a Security Agreement Supplement in the form of Annex I (with such modifications as shall be acceptable to the Collateral Agent) shall not require receipt of any consent from or execution of any documentation by any other Grantor party hereto. All rights and remedies contained in this Security Agreement or by law afforded shall be cumulative and all shall be available to the Collateral Agent until the non-contingent Secured Obligations have been paid in full.

ARTICLE VII

PROCEEDS; COLLECTION OF RECEIVABLES

7.1. Lockboxes . Upon request of the Collateral Agent after the occurrence and during the continuance of a Default, each Grantor shall execute and deliver to the Collateral Agent irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent, which agreements shall be accompanied by an acknowledgment by the bank where the lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to a special collateral account at the Collateral Agent.

7.2. Collection of Receivables . The Collateral Agent may at any time after the occurrence and during the continuance of a Default, by giving each Grantor written notice, elect to require that the Receivables which are Collateral be paid directly to the Collateral Agent for the benefit of the Secured Parties. In such event, each Grantor shall, and shall permit the Collateral Agent to, promptly notify the account debtors or obligors under the Receivables owned by such Grantor of the Collateral Agent’s interest therein and direct such account debtors or obligors to make payment of all amounts then or thereafter due under such Receivables directly to the Collateral Agent. Upon receipt of any such notice from the Collateral Agent, each Grantor shall thereafter hold in trust for the Collateral Agent, on behalf of the Secured Parties, all amounts and proceeds received by it with respect to the Receivables which are Collateral and Other Collateral and immediately and at all times thereafter deliver to the Collateral Agent all

17 such amounts and proceeds in the same form as so received, whether by cash, check, draft or otherwise, with any necessary endorsements. The Collateral Agent shall hold and apply funds so received as provided by the terms of Sections 7.3 and 7.4.

7.3. Special Collateral Account . The Collateral Agent may require all cash proceeds of the Collateral to be deposited in a special non-interest bearing cash collateral account with the Collateral Agent and held there as security for the Secured Obligations. No Grantor shall have any control whatsoever over said cash collateral account. If no Default is continuing, the Collateral Agent shall from time to time deposit the collected balances in said cash collateral account into the applicable Grantor’s general operating account with the Collateral Agent. If any Default has occurred and is continuing, the Collateral Agent may (and shall, at the direction of the Requisite Lenders), from time to time, apply the collected balances in said cash collateral account to the payment of the Secured Obligations whether or not the Secured Obligations shall then be due.

7.4. Application of Proceeds . The proceeds of the Collateral shall be applied by the Collateral Agent to payment of the Secured Obligations in accordance with the terms of Section 9 of the Intercreditor Agreement.

ARTICLE VIII

GENERAL PROVISIONS

8.1. Notice of Disposition of Collateral; Condition of Collateral . Each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the Borrower, addressed as set forth in Article IX, at least ten days prior to (i) the date of any such public sale or (ii) the time after which any such private sale or other disposition may be made. The Collateral Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. The Collateral Agent agrees to distribute any proceeds of the sale of the Collateral in accordance with the terms and conditions of the Intercreditor Agreement, and each Grantor shall remain liable for any deficiency following the sale of the Collateral.

8.2. Compromises and Collection of Collateral . Each Grantor and the Collateral Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Receivable. In view of the foregoing, each Grantor agrees that the Collateral Agent may at any time and from time to time, if a Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Collateral Agent in its sole discretion shall determine or abandon any Receivable, and any such action by the Collateral Agent shall be commercially reasonable so long as the Collateral Agent acts in good faith based on information known to it at the time it takes any such action.

18 8.3. Secured Party Performance of Grantor’s Obligations . Without having any obligation to do so, the Collateral Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and such Grantor shall reimburse the Collateral Agent for any reasonable amounts paid by the Collateral Agent pursuant to this Section 8.3. Each Grantor’s obligation to reimburse the Collateral Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand.

8.4. Authorization for Secured Party to Take Certain Action . Each Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral Agent and appoints the Collateral Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Collateral Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, (ii) to indorse and collect any cash proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Collateral owned by such Grantor and which are Securities or with financial intermediaries holding other Investment Property as may be necessary or advisable to give the Collateral Agent Control over such Securities or other Investment Property, (v) to enforce payment of the Instruments, Accounts and Receivables which are Collateral in the name of the Collateral Agent or such Grantor, (vi) to apply the proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Article VII and (vii) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder or under any other Lender Document), and each Grantor agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral Agent in connection therewith, provided that this authorization shall not relieve any Grantor of any of its obligations under this Security Agreement, under the Bank Credit Agreement or under the Note Agreement, or, if in effect, any Eligible Additional Senior Secured Documents. Notwithstanding the foregoing, such powers of attorney granted with respect to clause (ii) and clauses (iv) through (vii) above shall be exercisable by the Collateral Agent only after the occurrence and during the continuance of a Default.

8.5. Specific Performance of Certain Covenants . Each Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections 4.4, 5.3, or 8.7 or in Article VII will cause irreparable injury to the Collateral Agent and the Secured Parties, that the Collateral Agent and Secured Parties have no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Collateral Agent or the Secured Parties to seek and obtain specific performance of other obligations of the Grantors contained in this Security Agreement, that the covenants of the Grantors contained in the Sections referred to in this Section 8.5 shall be specifically enforceable against the Grantors.

8.6. Use and Possession of Certain Premises . Upon the occurrence and during the continuance of a Default, the Collateral Agent shall be entitled to occupy and use any premises

19 owned or leased by the Grantors where any of the Collateral or any records relating to the Collateral are located until the non-contingent Secured Obligations are paid or the Collateral is removed therefrom, whichever first occurs, without any obligation to pay any Grantor for such use and occupancy.

8.7. Dispositions Not Authorized . No Grantor is authorized to sell or otherwise dispose of the Collateral except as set forth in the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents, and notwithstanding any course of dealing between any Grantor and the Collateral Agent or other conduct of the Collateral Agent, no authorization to sell or otherwise dispose of the Collateral (except as set forth in the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents) shall be binding upon the Collateral Agent or the Secured Parties unless such authorization is in writing signed by the Collateral Agent with the consent or at the direction of the Requisite Lenders.

8.8. Benefit of Agreement . The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantors, the Collateral Agent and the Secured Parties and their respective successors and permitted assigns (including all persons who become bound as a debtor to this Security Agreement), except that the Grantors shall not have the right to assign their rights or delegate their obligations under this Security Agreement or any interest herein (other than pursuant to a transaction not prohibited by the Bank Credit Agreement and the Note Agreement, and, if in effect, any applicable Eligible Additional Senior Secured Documents), without the prior written consent of the Collateral Agent.

8.9. Survival of Representations . All representations and warranties of the Grantors contained in this Security Agreement shall survive the execution and delivery of this Security Agreement.

8.10. Taxes and Expenses . The Grantors shall reimburse the Collateral Agent for any and all reasonable out-of-pocket expenses, costs and charges (including but not limited to reasonable outside attorneys’, auditors’ and accountants’ fees and receiver’s or agent’s remuneration) paid or incurred by the Collateral Agent in connection with the preparation, execution, delivery, administration, collection and enforcement of this Security Agreement and in the audit, analysis, administration, collection, preservation or sale of the Collateral (including, to the extent permitted by the Bank Credit Agreement and the Note Agreement, and, if in effect, any applicable Eligible Additional Senior Secured Document, the expenses and charges associated with any periodic or special audit of the Collateral). Any and all costs and expenses incurred by the Grantors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Grantors.

8.11. Consent . Each Grantor hereby consents to the holding of any Pledged Stock by the Collateral Agent for and on behalf of each and every one of the Secured Parties. The Collateral Agent hereby acknowledges having received, as of the date hereof, evidence in writing of the security by the Grantor on the Pledged Stock and the share certificates in respect thereof.

8.12. Currency . All references in this Security Agreement to dollars, unless otherwise specifically indicated, are expressed in currency of the United States of America.

20 8.13. Headings . The title of and section headings in this Security Agreement are for convenience of reference only, and shall not govern the interpretation of any of the terms and provisions of this Security Agreement.

8.14. Termination . This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until terminated in accordance with Section 20 of the Intercreditor Agreement. Notwithstanding the foregoing, the security interests granted hereunder (and any Grantor’s obligations hereunder) shall be released in accordance with the provisions of Section 19 of the Intercreditor Agreement.

8.15. Entire Agreement . This Security Agreement embodies the entire agreement and understanding between the Grantors and the Collateral Agent relating to the Collateral and supersedes all prior agreements and understandings between the Grantors and the Collateral Agent relating to the Collateral.

8.16. CHOICE OF LAW . THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK, BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES) BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

8.17. Indemnity . Each Grantor hereby agrees, jointly with the other Grantors and severally, to indemnify the Collateral Agent and the Secured Parties, and their respective successors, permitted assigns, agents and employees, from and against any and all liabilities, damages, penalties, suits, costs, and expenses of any kind and nature (including, without limitation, all expenses of litigation or preparation therefor whether or not the Collateral Agent or any Secured Parties is a party thereto) imposed on, incurred by or asserted against the Collateral Agent or the Secured Parties, or their respective successors, assigns, agents and employees, in any way relating to or arising out of this Security Agreement, or the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by the Collateral Agent or the Secured Parties or any Grantor, and any claim for patent, trademark or copyright infringement), except to the extent the same are caused by the gross negligence or willful misconduct of such Person or solely by reason of the Collateral Agent’s breach of the express terms of this Agreement.

8.18. Subordination of Intercompany Indebtedness . Each Grantor agrees that any and all claims of such Grantor against any other Grantor (each an “Obligor”) with respect to any “Intercompany Indebtedness” (as hereinafter defined), any endorser, obligor or any other guarantor of all or any part of the Secured Obligations, or against any of its properties shall be subordinate and subject in right of payment to the prior Payment in Full of all Secured Obligations (other than contingent indemnity obligations). Notwithstanding any right of any Grantor to ask, demand, sue for, take or receive any payment from any Obligor, all rights, liens and security interests of such Grantor, whether now or hereafter arising and howsoever existing, in any assets of any other Obligor shall be and are subordinated to the rights of the Secured Parties and the Collateral Agent in those assets. No Grantor shall have any right to possession of

21 any such asset or to foreclose upon any such asset, whether by judicial action or otherwise, unless and until all of the Secured Obligations (other than contingent indemnity obligations) shall have been Paid in Full. If all or any part of the assets of any Obligor, or the proceeds thereof, are subject to any distribution, division or application to the creditors of such Obligor, whether partial or complete, voluntary or involuntary, and whether by reason of liquidation, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding, or if the business of any such Obligor is dissolved or if substantially all of the assets of any such Obligor are sold, then, and in any such event (such events (other than any such events not prohibited by the Bank Credit Agreement and the Note Agreement, and, if in effect, any Eligible Additional Senior Secured Documents) being herein referred to as an “Insolvency Event”), any payment or distribution of any kind or character, either in cash, securities or other property, which shall be payable or deliverable upon or with respect to any indebtedness of any Obligor to any Grantor (“Intercompany Indebtedness”) shall be paid or delivered directly to the Collateral Agent for application on any of the Secured Obligations, due or to become due, until such Secured Obligations (other than contingent indemnity obligations) shall have first been Paid in Full. Should any payment, distribution, security or instrument or proceeds thereof be received by the applicable Grantor upon or with respect to the Intercompany Indebtedness after any Insolvency Event and prior to the satisfaction of all of the Secured Obligations (other than contingent indemnity obligations) and the termination or expiration of all Commitments of the Banks and Letters of Credit issued pursuant to the Bank Credit Agreement, such Grantor shall receive and hold the same in trust, as trustee, for the benefit of the Secured Parties and shall forthwith deliver the same to the Collateral Agent, for the benefit of the Secured Parties, in precisely the form received (except for the endorsement or assignment of the Grantor where necessary), for application to any of the Secured Obligations, due or not due, and, until so delivered, the same shall be held in trust by the Grantor as the property of the Secured Parties. If any such Grantor fails to make any such endorsement or assignment to the Collateral Agent, the Collateral Agent or any of its officers or employees is irrevocably authorized to make the same. Each Grantor agrees that until the Secured Obligations (other than the contingent indemnity obligations) have been Paid in Full, no Grantor will assign or transfer to any Person (other than the Collateral Agent or the Borrower or another Grantor) any claim any such Grantor has or may have against any Obligor.

ARTICLE IX

NOTICES

9.1. Sending Notices . Any notice required or permitted to be given under this Security Agreement shall be sent (and deemed received) in the manner and to the addresses set forth in Section 31 of the Intercreditor Agreement; and any such notice delivered to the Borrower shall be deemed to have been delivered to all of the Grantors.

9.2. Change in Address for Notices . Each of the Grantors, the Collateral Agent and the Lenders may change the address for service of notice upon it by a notice in writing to the other parties.

22

ARTICLE X

THE COLLATERAL AGENT

JPMorgan Chase Bank, N.A. has been appointed Collateral Agent for the Secured Parties hereunder pursuant to the Intercreditor Agreement. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Intercreditor Agreement, and that the Collateral Agent has agreed to act (and any successor Collateral Agent shall act) as such hereunder only on the express conditions contained in such Intercreditor Agreement. Any successor Collateral Agent appointed pursuant to the Intercreditor Agreement shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder.

ARTICLE XI

EXHIBITS

The Grantors may from time to time update the Exhibits to this Security Agreement in writing such that any representations and warranties made hereunder as of a particular Reference Date shall be made in reference to the Exhibits to this Security Agreement as in effect on such Reference Date. Notwithstanding the foregoing, to the extent any action or inaction resulting in a change to the information contained in any Exhibit to this Security Agreement independently required compliance with any other provision of the Security Agreement (or the Bank Credit Agreement or the Note Agreement, or, if in effect, any Eligible Additional Senior Secured Documents), then the updating of the relevant Exhibit shall not relieve, waive or excuse the independent Default arising from such Grantor’s non-compliance with any such provision pertaining to the underlying action or inaction.

IN WITNESS WHEREOF, each of the Grantors and the Collateral Agent have executed this Security Agreement as of the date first above written.

UNITED STATIONERS INC.		UNITED STATIONERS TECHNOLOGY SERVICES LLC

By:	/s/ Brian S. Cooper
Name: Brian S. Cooper		By:	/s/ Brian S. Cooper
Title: Senior Vice President and Treasurer		Name: Brian S. Cooper
		Title: Vice President and Treasurer

LAGASSE, INC.		UNITED STATIONERS SUPPLY CO.


By:	/s/ Brian S. Cooper	By:	/s/ Brian S. Cooper
Name: Brian S. Cooper		Name: Brian S. Cooper
Title: Vice President and Treasurer		Title: Senior Vice President, Treasurer and Assistant Secretary


UNITED STATIONERS FINANCIAL SERVICES LLC

By:	/s/ Brian S. Cooper
Name: Brian S. Cooper
Title: Vice President and Treasurer

JPMORGAN CHASE BANK, N.A., as Collateral Agent

By:	/s/ Sabir A. Hashmy
Name:Sabir A. Hashmy
Title:Vice President

SIGNATURE PAGE TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT

STATE OF ILLINOIS		)
		) SS
COUNTY OF COOK		)

The foregoing instrument was acknowledged before me this day of , 2007.

		/s/ Cheryl Cromer

		Notary Public

		My commission expires:

ANNEX I

SUBSIDIARY

SECURITY AGREEMENT

Reference is hereby made to the Amended and Restated Pledge and Security Agreement (the “Agreement”), dated as of October 15, 2007, made by each of 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 pages thereto (together with the Borrower and the Parent, collectively, the “Grantors”) (each an “Initial Grantor”, and together with any additional Domestic Subsidiaries, including the undersigned, which become parties thereto by executing a Supplement in substantially the form hereof, the “Grantors”), in favor of JPMorgan Chase Bank, N.A., as collateral agent (the “Collateral Agent”). Capitalized terms used herein and not defined herein shall have the meanings given to them in the Agreement. By its execution below, the undersigned, [NAME OF NEW GRANTOR], a [ ] [corporation/limited liability company] agrees to become, and does hereby become, a Grantor under the Agreement and agrees to be bound by such Agreement as if originally a party thereto. By its execution below, the undersigned represents and warrants as to itself that all of the representations and warranties contained in the Agreement are true and correct in all respects as of the date hereof. [NAME OF NEW GRANTOR] represents and warrants that the supplements to the Exhibits to the Agreement attached hereto are true and correct in all respects and such supplements set forth all information required to be scheduled under the Agreement. [NAME OF NEW GRANTOR] shall take all steps necessary to perfect, in favor of the Collateral Agent, a first-priority security interest in and lien against [NAME OF NEW GRANTOR]’s Collateral, including, without limitation, delivering all certificated Securities to the Collateral Agent, and taking all steps necessary to properly perfect the Collateral Agent’s interest in any uncertificated equity or membership interests.

IN WITNESS WHEREOF, [NAME OF NEW GRANTOR], a [ ] [corporation/limited liability company] has executed and delivered this Annex I counterpart to the Agreement as of this day of , .

	[NAME OF NEW GRANTOR]


	By:
	Title:

EXHIBIT A

PLEDGE AND SECURITY AGREEMENT

Place of Business (if it has only one) or Chief Executive Office (if more than one place of business) and Mailing Address, other names, Federal employer identification number, and, if such Grantor is a registered organization, the State organization number:

Grantor	Mailing Address of Chief Executive Office	Mailing Address of Principal Place of Business	FEIN Number	State Org. Number	Other Names (during last three year period)

United Stationers Inc.	One Parkway North Blvd. Deerfield, IL 60015 Attn: General Counsel	One Parkway North Blvd. Deerfield, IL 60015 Attn: General Counsel	FEIN 36-3141189	Delaware Org. No. 0920601	None

United Stationers Supply Co.	One Parkway North Blvd. Deerfield, IL 60015 Attn: General Counsel	One Parkway North Blvd. Deerfield, IL 60015 Attn: General Counsel	FEIN 36-2431718	Illinois Org. No. 1648-748-1	See footnote (1)

Lagasse, Inc.	One Parkway North Blvd. Deerfield, IL 60015 Attn: General Counsel	One Parkway North Blvd. Deerfield, IL 60015 Attn: General Counsel	FEIN 72-0514669	Louisiana Org. No. 24408350D	See footnote (2)

(1) On June 9, 2006, United Stationers Supply Co. sold substantially all of the assets of its Canadian division, which conducted business under the name “Azerty United Canada.”

(2) On May 31, 2005, Lagasse, Inc. acquired the stock of Sweet Paper Sales Corp. and acquired the assets of Sweet Paper Sales Corp. of Texas, Inc., Sweet Paper Sales Corp. of California, Inc., Sweet Paper Sales Corp. of Massachusetts, Inc. and Damar Distributors Warehouse. In 2005 Sweet Paper Sales Corp. and its subsidiaries, Sweet Paper Sales Corp. of North Carolina and Sweet Paper Sales Corp. of Georgia, were merged into Lagasse, Inc.

United Stationers Financial Services LLC

One Parkway North Blvd.

Deerfield, IL 60015

Attn: General Counsel

One Parkway North Blvd.

Deerfield, IL 60015

Attn: General Counsel

FEIN 36-4428313

Illinois

Org. No. 00543071

None

United Stationers Technology Services LLC

One Parkway North Blvd.

Deerfield, IL 60015

Attn: General Counsel

One Parkway North Blvd.

Deerfield, IL 60015

Attn: General Counsel

FEIN 52-2323076

Illinois

Org. No. 0056-416-8

None

Locations of Inventory and Equipment and Fixtures:

A. Properties Owned by the Grantors:

Owned Property

CURRENT OWNER	STATE	COUNTY	FACILITY

USSCO	CA	Los Angeles County	City of Industry (Los Angeles) - 918 S. Stimson Ave, City of Industry, CA 91749

USSCO	FL	Duval County	Jacksonville - 5400 West 12th Street, FL 32254

USSCO	FL	Hillsborough County	Tampa - 3402 Palm Queen Drive, FL 33619

USSCO	IL	Cook County	Des Plaines - East River Rd, 60016, IL 60016 (vacant land)

USSCO	IL	Cook County	Des Plaines - 150 N. East River Road, IL 60016

USSCO	IL	Cook County	Des Plaines (FSC) - 2200 East Golf Road, IL 60016 (office building)

USSCO	IL	Bond County	Greenville (St. Louis) - 2000 Wolf Business Park, IL 62246

USSCO	IN	Marion County	Indianapolis - 5345 West 81st Street, IN 46268

USSCO	MA	Middlesex County	Woburn (Boston) - 415 Wildwood Street, MA 01801

USSCO	MD	Anne Arundel County	Hanover (Baltimore) - 7441 Candlewood Road, MD 21077

USSCO	MN	Hennepin County	Brooklyn Park (Twin Cities) - 7509 Boone Ave. North, MN 55428

USSCO	MN	Dakota County	Eagan (Minneapolis) - 1720 Alexander Rd, MN 55121

USSCO	NY	Greene County	Coxsackie (Albany) - Hwy 9 West & Wolf Road, NY 17051

Azerty	NY	Erie County	Orchard Park (Buffalo) - 75% office - 13 Centre Drive, 14127

USSCO	OH	Summit County	Twinsburg (Cleveland) - 2100 Highland Rd, OH 44087

CURRENT OWNER	STATE	COUNTY	FACILITY

USSCO	OK	Tulsa County	Tulsa - 1870 N. 109th East Avenue

B. Properties Leased by the Grantors :

LESSEE	STATE	FACILITY

Lagasse	AZ	Phoenix (Estrella Inventory Building) - 1002 South 63 rd Avenue, AZ 85043

USSCO	AZ	Tempe (Phoenix) - 1005-1017 West Alameda Drive, AZ 85282

USSCO	AZ	Tempe (Phoenix Annex) - 2910 S. Hardy/Suite 101, AZ

USSCO	CA	Sacramento - 7021 Roseville Rd., Roseville, CA

USSCO	CA	Los Angeles - 21508 Ferrero Pkwy, City of Industry, CA 91789

USSCO	CA	Sacramento - 5440 Stationers Way, CA 95842

Lagasse	CA	Los Angeles — 433 North Baldwin Park, City of Industry, CA 91746 — Subleased to GAE

Lagasse	CA	Whittier — 3693 Workman Mill Road, Whittier, CA 90601

Lagasse	CA	Union City - 4100 Whipple Road, Union City, CA 94687

Lagasse	CA	Union City — 4020 Whipple Road, Union City, CA 94687 — Annex

USSCO	CO	Denver Facility - 9910 E. 47th Avenue, CO 80238

Lagasse	CO	Aurora (Denver) — 3503 N. Windsor Drive, Building 22, Aurora, CO 80011

Lagasse	FL	Miami — 215 S.E. 10 th Ave., Hialeah, FL 33010

Lagasse	FL	Tampa — 1103 N. 22 nd Ave., Tampa, FL 33619 — Annex — Terminates 11/15/07

Lagasse	FL	Tampa — 9945 Currie Davis Drive, Tampa, FL 33619 (Effective 11/1/07)

LESSEE	STATE	FACILITY

Lagasse	FL	Tampa - 1433 Massaro Blvd., Tampa, FL 33619

USSCO	FL	Ft. Lauderdale — 3365 Enterprise Ave, Weston, FL 33331

Lagasse	FL	Orlando — 350 Central Florida Parkway, Orlando, FL 32824

USSCO	FL	Tampa - 216 Kelsey Lane, Suite B, FL 33619

Lagasse	GA	Atlanta — 615 Stonehill Drive, Atlanta, GA 30336

Lagasse	GA	Douglasville — 2200 Thornton Road, Douglasville, GA 30336

USSCO	GA	Suwanee — 125 Horizon Drive, GA 30024

USSCO	IL	Carol Stream — 810 Kimberly Drive, IL 60188

USSCO	IL	Carol Stream — 898 Carol Court, IL 60188

Lagasse	IL	Carol Stream — 230 E. Lies Road, IL 60188

USSCO	IL	Deerfield — One Parkway North Blvd., IL 60015

Lagasse	IN	Indianapolis — 1051 Perry Road, Plainfield, IN 46168

Lagasse	KS	Edwardsville — 2440 Midpoint Drive, Edwardsville, KS 66111

USSCO	LA	Harahan (New Orleans) - 300 Plauche Street, LA 70123

Lagasse	LA	Harahan (New Orleans) - 1525 Kuebel Street, LA 70123

Lagasse	MA	Burlington — 20 Burlington Mall Road, Burlington, MA 01821

Lagasse	MA	Mansfield — 33 Suffolk Road, Mansfield, MA 02048

LESSEE	STATE	FACILITY

Lagasse	MD	Baltimore — Lagasse (Columbia) — 8700 Robert Fulton Drive, Columbia, MD 21046

USSCO	MD	Elkridge - 7090 Troy Hill Drive, MD 21075

USSCO	MI	Walker (Grand Rapids) - 2640 Northridge Dr., NW, 49544

Lagasse	MI	Detroit - 41873 Ecorse Road, Suite 270, Van Buren Township, Belleville, MI 48111

Lagasse	MN	Brooklyn Park — 7509 Boone Ave. North, MN 55428

USSCO	MO	Kansas City - 1606 Linn St., MO 64116

Lagasse	MO	Bridgeton (St. Louis) - 13257 Corporate Exchange Drive, MO 63044

USSCO	MT	Butte (Montana) LDP — 3941 Wynne Ave., MT

Lagasse	NC	Charlotte - 3005 Crosspoint Center Lane, Suite D, NC 28269

USSCO	NC	Charlotte - 10800 Withers Cover Business Park, NC 28278

Lagasse	NC	Raleigh — 3915 Beryl Road, Raleigh, NC 27607

Lagasse	NC	Raleigh — 3071 Business Park Drive, Walnut Creek Business Park Lot 5, Raleigh, NC (Effective 3/21/08)

Lagasse	NJ	Edison — 60 Sawmill Pond Road, Edison, NJ 08817

USSCO	NJ	Cranbury — 100 Liberty Way, NJ

USSCO	NV	Reno - 1190 Trademark Drive, NV 89510 -

Lagasse	OH	Twinsburg (Cleveland) - 2479 Edison Blvd, OH 44087

USSCO	OH	Columbus - 1614-1634 Westbelt Dr, OH 43228

LESSEE	STATE	FACILITY

USSCO	OH	Twinsburg (Cleveland) - 2477 Edison Blvd, OH 44087

Lagasse	OK	Oklahoma City — 1001 Enterprise Blvd., Bay 10A, Oklahoma City, OK 73128

USSCO	OR	Portland - 4409 S.E. 24th Ave, OR 97202

USSCO	OR	Milwaukie (Portland)(offsite space)- 2750 S.E. Mailwell Dr. Suite B, OR 97222

Lagasse	PA	Pittsburgh — 270 48 th Street, Pittsburgh, PA 15201

USSCO	PA	Warrendale (Pittsburgh) - 760 Commonwealth Drive, PA 15086

Lagasse	PA	Oaks - 1122 Longford Road, PA 19456

USSCO	PA	Harrisburg - 100 Quality Circle, PA 17112

USSCO	TN	Memphis - 5300 Hickory Hill Rd, Suite 105, 38141

USSCO	TN	Memphis - 2483 Harbor Avenue (Presidents Island), TN

Lagasse	TN	Nashville — 820 Cowan Street, Nashville, TN 37207

USSCO	TN	Lavergne (Nashville) - 455 Industrial Blvd A, TN 73086

Lagasse	TX	San Antonio - Bldg. #3, 4500 NE Loop 410 San Antonio, TX 78218

USSCO	TX	Dallas - 5425 FAA Blvd., Irving, TX 75061

USSCO	TX	San Antonio - 3615 Highpoint Drive, TX 78217

USSCO	TX	Houston - 7677 Pinemont Ave, TX 77040

Lagasse	TX	Grand Prairie (Dallas) — 1358 W. Carrier Parkway NW, Grand Prairie, TX 75050

LESSEE	STATE	FACILITY

Lagasse	TX	Grand Prairie (Dallas) — 410 West Trinity Blvd., Grand Prairie, TX 75050

Lagasse	TX	Houston — 7420 Security Way, TX 77040

USSCO	TX	Lubbock - 116 Slaton Road, TX 79404

USSCO	UT	Salt Lake City (Ninigret Park) — 4625 W. 1730 South Street., UT 84104

USSCO	WA	Tukwila (Seattle) - 18351 Cascade Ave South, WA 98188

USSCO	WA	Tukwila (Seattle) (offsite space) Segalle Bus Park, 18300 Southcenter Pkwy, WA 98188

Lagasse	WA	Auburn (Seattle) — 3703 I Street NW, Auburn, WA 98002

Lagasse	WA	Kent (Seattle) — 18417 72 nd Ave. S., Kent, WA 98032 — Annex

USSCO	XX	Canada (Azerty) - 150 Delta Park Blvd., Brampton , Ontario

USSCO	XX	Canada - 3950 Cote Vertu Rd Suite 200, St . Laurent (Montreal) Quebec

USSCO	XX	Canada (Vancouver) -13140 Delf Place, Richmond , British Columbia

C. Public Warehouses or other Locations pursuant to Bailment or Consignment Arrangements

Locations

Offsite Storage of Books and Records

Federal Record Storage Co.

111 International Blvd.

Glendale Heights, IL 60139

Printer

General Catalogs Printed and Bound

Quebecor World

4301 Evans to Lock Road

Augusta, Georgia

[Richmond County]

Quebecor World Warehouse

2516 Commerce Drive

Jonesboro, Arkansas 72401

Specialty Catalogs

Quebecor Color

4708 Kruger

Jonesboro, Arkansas

[Craighead County]

Quebecor Color

Brookfield, Wisconsin

[Waukesha County]

Staging Locations

Tighe

481 Wildwood Ave.

Woburn, MA 01801

Richmond Bonded Warehouse

1511 4H Club Road

Augusta, GA 30906

Air Ground Xpress

55 Matchette Road

Clinton, PA 15026

Dohrn Transfer

625 3 rd Ave.

Rock Island, IL 61201

Freight First

N115 W19028 Edison Drive

Germantown, WI 53022

Freight First

4950 W. Pershing Road

Cicero, IL 60804

GM Freight

25299 Brest Road

Taylor, MI 48180

FLX Inc.

5400 West 12 th Street

Jacksonville, FL 32254

Richmond Bonded

455 Industrial Blvd.

LaVergne, TN 37086

Cross Country Courier

1010 Aldrin Drive

Eagan, MN 55121

EXHIBIT B

PLEDGE AND SECURITY AGREEMENT

A. Vehicles subject to certificates of title:

Description	Title Number and State where issued

1999 Ford Sterling Straight Truck	#H0430L689	Minnesota
1996 Great Dane 45’ Trailer
1997 Ford Pk Cof	#C0080N720	Minnesota
2004 Chevrolet ExprS2500	#T4243634178	Illinois
1978 FRU Trailer	#01G021062	Colorado
1984 FRU Trailer	#01G021059	Colorado
1990 FRU Trailer	#01G016724	Colorado
1989 FRU Trailer	#01G016723	Colorado
1986 FRU Trailer	#01G021056	Colorado
1991 G D Trailer	#01G021706	Colorado
1998 GDAN	#98470383	Florida
1998 GDAN	#98470275	Florida
1995 Trailmobile 48’ Trailer
1995 Trailmobile 48’ Trailer
1995 Trailmobile 48’ Trailer
1995 Trailmobile 48’ Trailer
1995 Trailmobile 48’ Trailer
1995 Trailmobile 53’ Trailer
1995 Trailmobile 53’ Trailer
1995 Trailmobile 53’ Trailer
1995 Trailmobile 53’ Trailer
1995 Trailmobile 53’ Trailer
1995 Trailmobile 53’ Trailer
1995 Trailmobile 53’ Trailer
1995 Trailmobile 53’ Trailer
1995 Trailmobile 53’ Trailer
1995 Pine 53’ Trailer
1990 Freu 48’ Trailer
1996 Freu 53’ Trailer
2000 Ottawa Yard Tractor
1995 Trailmobile 53’ Trailer
1995 Trailmobile 53’ Trailer
1995 Trailmobile 53’ Trailer
1995 Trailmobile 53’ Trailer
1995 Trailmobile 53’ Trailer
1997 Ottawa Yard Tractor

1990 Great Dane 45’ Trailer
1994 Great Dane 45’ Trailer
1996 Great Dane 45’ Trailer
1990 Great Dane 45’ Trailer
1996 Great Dane 45’ Trailer
1996 Great Dane 45’ Trailer
1990 Trailmobile 45’ Trailer
1993 Great Dane 45’ Trailer
1996 Great Dane 45’ Trailer
1999 Sterling Truck Van
1989 Great Dane Trailer	#5451440	Maine
1994 Great Dane Trailer	#4480849	Maine

B. Aircraft/engines, ships, railcars and other vehicles governed by federal statute:

NONE

C. Patents, copyrights, trademarks protected under federal law:

US Copyright Status Chart

Title	Status	Reg. No.	Owner

I. S. S. Matchbook: a complete guidebook for matching information systems supplies to office machines & computerized equipment.	Registered	TX1064590	United Stationers Supply Company.

I. S. S. Matchbook: a complete guidebook for matching information systems supplies to office machines & computerized	Registered	TX1168772	United Stationers Supply Company.

equipment.

Office products catalog/ United Stationers.	Registered	TX1301077	United Stationers Supply Company.

Office products pocket pricing guide: current list prices of office products shown in our ... catalog.	Registered	TX1301126	United Stationers Supply Company.

Office products pocket pricing guide: current list prices of office products shown in our ... catalog.	Registered	TX1301127	United Stationers Supply Company.

Basic office needs/ United Stationers.	Registered	TX1301129	United Stationers Supply Company.

Information systems supplies: [catalog] : for data processing, word processing, microfiche.	Registered	TX1301130	United Stationers Supply Company.

Basic office needs/ United Stationers.	Registered	TX1301131	United Stationers Supply Company.

Product list: wholesale distributors of office equipment & supplies / United Stationers.	Registered	TX1301133	United Stationers Supply Company.

Product list: wholesale distributors of office equipment & supplies / United Stationers.	Registered	TX1301134	United Stationers Supply Company.

Office furnishings catalog.	Registered	TX1301135	United Stationers Supply Company.

Added emphasis.	Registered	TX1301136	United Stationers Supply Company.

Price tag sale of office products.	Registered	TX1301137	United Stationers Supply Company.

Red tag sale of office products!.	Registered	TX1301138	United Stationers Supply Company.

Added emphasis.	Registered	TX1301139	United Stationers Supply Company.

Office furnishings catalog.	Registered	TX1301140	United Stationers Supply Company.

Dealer net pricer: [wholesale distributors of office equipment & supplies] / United Stationers.	Registered	TX1301141	United Stationers Supply Company.

Dealer net pricer: [wholesale distributors of office equipment & supplies] / United Stationers.	Registered	TX1301142	United Stationers Supply Company.

The ... retail loose leaf catalog pricing service.	Registered	TX1301143	United Stationers Supply Company.

I S S matchbook 1984 : v. one.	Registered	TX1324271	United Stationers Supply Company.

I S S matchbook 1984 : v. two.	Registered	TX1324272	United Stationers Supply Company.

Store fixtures and accessories catalog price list.	Registered	TX1394624	United Stationers Supply Company.

Store fixtures & accessories.	Registered	TX1394662	United Stationers Supply Company.

Unitape pricing service	Registered	TX1406478	United Stationers Supply Company.

Information systems supplies: [catalog] : for data processing, word processing, microfiche.	Registered	TX1429825	United Stationers Supply Company.

Office products catalog/ United Stationers.	Registered	TX1430423	United Stationers Supply Company.

Office products pocket pricing guide: current list prices of office products shown in our ... catalog.	Registered	TX1433311	United Stationers Supply Company.

I. S. S. Matchbook: a complete guidebook for matching information systems supplies to office machines & computerized equipment.	Registered	TX1451858	United Stationers Supply Company.

Basic office needs/ United Stationers.	Registered	TX1454413	United Stationers Supply Company.

Cost ‘n’ sell pricing guide: for office products / United Stationers.	Registered	TX1461458	United Stationers Supply Company.

Price busters.	Registered	TX1463710	United Stationers Supply Company.

Price tag sale of office products.	Registered	TX1463711	United Stationers Supply Company.

Office furniture catalog/ United Stationers.	Registered	TX1471117	United Stationers Supply Company.

The New Johnson & Staley catalog ....	Registered	TX1575872	United Stationers Supply Company.

Computer Supplies Matchbook: the complete guide for matching information systems supplies to office machines & computerized equipment.	Registered	TX1576366	United Stationers Supply Company.

The Computer products catalog ....	Registered	TX1596538	United Stationers Supply Company.

File under savings! : ending date Feb. 28, 1985.	Registered	TX1596539	United Stationers Supply Company.

Super savings on computer products : sale ends June 30, 1985.	Registered	TX1596540	United Stationers Supply Company.

Impact!: office products sale news.	Registered	TX1596541	United Stationers Supply Company.

Terrific buys on computer supplies : diskettes, paper, ribbons, furniture, computer accessories : sale ends June 30, 1985.	Registered	TX1596542	United Stationers Supply Company.

Red tag sale.	Registered	TX1596543	United Stationers Supply Company.

Red tag sale of office products.	Registered	TX1596544	United Stationers Supply Company.

Basic office needs/ United Stationers.	Registered	TX1705156	United Stationers Supply Company.

Office furniture catalog/ United Stationers.	Registered	TX1711405	United Stationers Supply Company.

Office products catalog/ United Stationers.	Registered	TX1714547	United Stationers Supply Company.

Office products catalog/ United Stationers.	Registered	TX1917621	United Stationers Supply Company.

The Computer products catalog ....	Registered	TX1918408	United Stationers Supply Company.

Information systems supplies: [catalog] : for data processing, word processing, microfiche.	Registered	TX1918409	United Stationers Supply Company.

The Computer products catalog ....	Registered	TX1929215	United Stationers Supply Company.

Office furniture ....	Registered	TX1929216	United Stationers Supply Company.

Get ready for a New Year sale!	Registered	TX1929453	United Stationers Supply Company.

Price tag sale : office products.	Registered	TX1929579	United Stationers Supply Company.

Office products pocket pricing guide: current list prices of office products shown in our ... catalog.	Registered	TX1930529	United Stationers Supply Company.

Cost ‘n’ sell pricing guide: for office products / United Stationers.	Registered	TX1934044	United Stationers Supply Company.

Basic office needs/ United Stationers.	Registered	TX1938655	United Stationers Supply Company.

Red tag office supply sale.	Registered	TX1941094	United Stationers Supply Company.

The Computer products catalog ....	Registered	TX1941449	United Stationers Supply Company.

Computer products sale!	Registered	TX1972211	United Stationers Supply Company.

Office products sale.	Registered	TX1979469	United Stationers Supply Company.

Red tag sale! on office supplies.	Registered	TX2025635	United Stationers Supply Company.

Office products price tag sale.	Registered	TX2026206	United Stationers Supply Company.

Computer Supplies Matchbook: the complete guide for matching information systems supplies to office machines and computerized equipment.	Registered	TX2076889	United Stationers Supply Company.

Cost & sell dealer net pricer: corresponds to ... general line catalog / United Stationers Supply Company.	Registered	TX2077011	United Stationers Supply Company.

Price tag sale—a harvest of fall savings.	Registered	TX2167491	United Stationers Supply Company.

The Computer	Registered	TX2167492	United Stationers Supply Company.

products catalog ....

Computer accessories/ United Stationers Supply Company.	Registered	TX2167493	United Stationers Supply Company.

Basic office needs/ United Stationers.	Registered	TX2172284	United Stationers Supply Company.

Office furniture ....	Registered	TX2179060	United Stationers Supply Company.

United Stationers impact flyer	Registered	TX2179837	United Stationers Supply Company.

United Stationers red tag	Registered	TX2179838	United Stationers Supply Company.

Office products catalog/ United Stationers.	Registered	TX2204237	United Stationers Supply Company.

Office products catalog/ United Stationers.	Registered	TX2382245	United Stationers Supply Company.

Office products catalog/ United Stationers.	Registered	TX2738376	United Stationers Supply Company.

Office products catalog/ United Stationers.	Registered	TX2900077	United Stationers Supply Company.

United selling skills : v. 1.	Registered	TX2950470	United Stationers Supply Company.

Accounts receivable quick reference manual.	Registered	TX3000835	United Stationers Supply Company.

United Stationers, Inc., A/R system training instructor guide.	Registered	TX3000879	United Stationers Supply Company.

A/R system accounts receivable participant guide.	Registered	TX3049219	United Stationers Supply Company.

Office innovations.	Registered	TX3050497	United Stationers Supply Company.

Office showcase: ... supplement.	Registered	TX3050498	United Stationers Supply Company.

Today’s workplace. — Spring 1991-.	Registered	TX3050499	United Stationers Supply Company.

9 to 5.	Registered	TX3050500	United Stationers Supply Company.

Dealer net pricer/ United Stationers Supply Company.	Registered	TX3060108	United Stationers Supply Company.

Office products catalog/ United Stationers.	Registered	TX3299391	United Stationers Supply Company.

COPAS.	Registered	TX3313950	United Stationers Supply Company.

Office products catalog/ United Stationers.	Registered	TX3433966	United Stationers Supply Company.

Matchbook: computer supplies and accessories : matching supplies to computer equipment and office machines.	Registered	TX3443908	United Stationers Supply Company.

Matchbook: computer supplies and accessories : matching supplies to computer equipment and office machines.	Registered	TX3443909	United Stationers Supply Company.

The Computer products catalog ....	Registered	TX3443910	United Stationers Supply Company.

Sanitary & maintenance supply.	Registered	TX3720944	United Stationers Supply Company.

Office furniture ....	Registered	TX3720945	United Stationers Supply Company.

Payment by receipt : implementation guide.	Registered	TX3730184	United Stationers Supply Company.

Office products catalog/ United Stationers.	Registered	TX3735855	United Stationers Supply Company.

Office products catalog/ United Stationers.	Registered	TX3735859	United Stationers Supply Company.

United customer label system : user guide.	Registered	TX3756732	United Stationers Supply Company.

The Computer products catalog ....	Registered	TX3757483	United Stationers Supply Company.

Uniterm : user guide for United Stationers’ terminal emulation software.	Registered	TX3783441	United Stationers Supply Company.

Dealer net pricer.	Registered	TX3844164	United Stationers Supply Company.

Dealer net pricer.	Registered	TX3844165	United Stationers Supply Company.

Dealer net pricer.	Registered	TX3859313	United Stationers Supply Company.

Electronic management systems : your complete business advantage.	Registered	TX3859397	United Stationers Supply Company.

Dealer net pricer.	Registered	TX3913103	United Stationers Supply Company.

Office products catalog/ United Stationers.	Registered	TX3936741	United Stationers Supply Company.

Purchase to payment guide.	Registered	TX4084723	United Stationers Supply Company.

Dealer net pricer/ United Stationers Supply Company.	Registered	TX4092344	United Stationers Supply Company.

Dealer net pricer/ United Stationers Supply Company.	Registered	TX4092355	United Stationers Supply Company.

Micro United Computer Products: quarterly sourcebook.	Registered	TX4112533	United Stationers Supply Company.

Office products, 1996.	Registered	TX4122825	United Stationers Supply Company.

Office products catalog/ United Stationers.	Registered	TX4122915	United Stationers Supply Company.

1996 catalog quick find directory.	Registered	TX4132788	United Stationers Supply Company.

Office products 1999.	Registered	TX4258463	United Stationers Supply Company.

1996 computer products.	Registered	TX4366724	United Stationers Supply Company.

Office products, 1997.	Registered	TX4377282	United Stationers Supply Company.

1997 office products.	Registered	TX4377283	United Stationers Supply Company.

Micro United Computer Products: quarterly sourcebook.	Registered	TX4402446	United Stationers Supply Company.

Dealer net pricer/ United Stationers Supply Company.	Registered	TX4415515	United Stationers Supply Company.

The Computer products catalog ....	Registered	TX4418869	United Stationers Supply Company.

United Stationers Supply Company dealer net pricer, Apr.-Jun. 97.	Registered	TX4504833	United Stationers Supply Company.

Micro United price book.	Registered	TX4530609	United Stationers Supply Company.

Dealer net pricer/ United Stationers Supply Company.	Registered	TX4562705	United Stationers Supply Company.

Micro United price book.	Registered	TX4670664	United Stationers Supply Company.

Business products ....	Registered	TX4690436	United Stationers Supply Company.

The Computer products catalog ....	Registered	TX4690950	United Stationers Supply Company.

Micro United price book.	Registered	TX4690959	United Stationers Supply Company.

Micro United price book.	Registered	TX4092354	United Stationers Supply Company.

United Stationers Supply Co., 97 Oct.-Dec. dealer net pricer.	Registered	TX4691004	United Stationers Supply Company.

Dealer net pricer/ United Stationers Supply Company.	Registered	TX4694647	United Stationers Supply Company.

Office furniture ....	Registered	TX4818476	United Stationers Supply Company.

Micro United price book.	Registered	TX4819062	United Stationers Supply Company.

Matchbook: computer supplies and accessories : matching supplies to computer equipment and office machines.	Registered	TX4819378	United Stationers Supply Company.

United Stationers Supply Co., dealer net pricer : Oct.-Dec. 98.	Registered	TX4857522	United Stationers Supply Company.

Dealer net pricer/ United Stationers Supply Company.	Registered	TX5187186	United Stationers Supply Company.

Price tag sale of office products.	Registered	TX840051	United Stationers Supply Company.

Red tag sale of office products.	Registered	TX840052	United Stationers Supply Company.

Office furnishings ... : [office products for the 80’s].	Registered	TX840053	United Stationers Supply Company.

Information systems supplies: [catalog] : for data processing, word processing, microfiche.	Registered	TX840054	United Stationers Supply Company.

Basic office needs/ United Stationers.	Registered	TX840055	United Stationers Supply Company.

Information systems supplies: [catalog] : for data processing, word processing, microfiche.	Registered	TX840056	United Stationers Supply Company.

Office furniture catalog/ United Stationers.	Registered	TX840057	United Stationers Supply Company.

Office products catalog/ United Stationers.	Registered	TX840058	United Stationers Supply Company.

Office products catalog/ United Stationers.	Registered	TX840059	United Stationers Supply Company.

Product list: wholesale distributors of office equipment & supplies / United Stationers.	Registered	TX840060	United Stationers Supply Company.

Product list: wholesale distributors of office equipment & supplies / United Stationers.	Registered	TX840061	United Stationers Supply Company.

Basic office needs/ United Stationers.	Registered	TX840062	United Stationers Supply Company.

Dealer net pricer: [wholesale distributors of office equipment & supplies] / United Stationers.	Registered	TX840063	United Stationers Supply Company.

Price tag sale of office products.	Registered	TX849570	United Stationers Supply Company.

I. S. S. matchbook: a complete guidebook for matching information systems supplies to office machines & computerized equipment : magnetic media, ribbons, copier supplies	Registered	TX910208	United Stationers Supply Company.

Consumer Sales marketing Program

Registered

TXu548226

United Stationers Supply Company.

US Trademark Status Chart

Mark	Status	Reg. No.	Owner	Registration Date/ Application Filing Date

BOARDWALK	Pending	77-086,775	LAGASSE, INC.	1/19/07

BOARDWALK and Design	Registered	2,429,442	LAGASSE, INC.	2/20/01

PENNY LANE and Design	Registered	3,010,823	LAGASSE, INC.	11/1/05

SYSTEM CLEAN	Registered	2,363,058	LAGASSE, INC.	6/27/00

ALERA	Registered	3,234,856	UNITED STATIONERS SUPPLY CO	4/24/07

AZERTY	Registered	1,496,309	UNITED STATIONERS SUPPLY CO	7/12/88

DAISYTEK	Registered	1,514,988	UNITED STATIONERS SUPPLY CO	11/29/88

INNOVERA	Pending	78-623,900	UNITED STATIONERS SUPPLY CO	5/5/05

JAGUAR PLASTICS	Pending	78-924,669	UNITED STATIONERS SUPPLY CO	7/6/06

LEGAL & LEDGER	Registered	3,272,816	UNITED STATIONERS SUPPLY CO	7/31/07

LINK 360	Pending	78-756,123	UNITED STATIONERS SUPPLY CO	11/17/05

NO ONE DELIVERS LIKE UNITED	Registered	3,038,052	UNITED STATIONERS SUPPLY CO	1/3/06

STATIONERS

OFFICE IMPRESSIONS	Pending	78-819,852	UNITED STATIONERS SUPPLY CO	2/21/06

OFFICE REMEDIES	Registered	3,088,701	UNITED STATIONERS SUPPLY CO	5/2/06

OFFICE RXEMEDIES and Design	Registered	3,105,097	UNITED STATIONERS SUPPLY CO	6/13/06

PAPERRAP	Registered	3,062,671	UNITED STATIONERS SUPPLY CO	2/28/06

PAPERRAP.COM	Registered	3,062,399	UNITED STATIONERS SUPPLY CO	2/28/06

PERFECTLY PRACTICAL	Pending	78-802,631	UNITED STATIONERS SUPPLY CO	1/30/06

PERFECTLY PRACTICAL	Pending	78-802,654	UNITED STATIONERS SUPPLY CO	1/30/06

THE TRAVELIN’ TRAINER	Registered	2,911,261	UNITED STATIONERS SUPPLY CO	12/14/04

U and Design	Pending	78-819,843	UNITED STATIONERS SUPPLY CO	2/21/06

U Stylized Letters	Pending	78-802,616	UNITED STATIONERS SUPPLY CO	1/30/06

U Stylized Letters	Pending	78-802,639	UNITED STATIONERS SUPPLY CO	1/30/06

U Stylized Letters	Pending	78-802,670	UNITED STATIONERS SUPPLY CO	1/30/06

UNITED STATIONERS	Registered	3,050,300	UNITED STATIONERS SUPPLY CO	1/24/06

UNIVERSAL	Registered	3,250,457	UNITED STATIONERS SUPPLY CO	6/12/07

UNIVERSAL	Pending	78-736,419	UNITED STATIONERS SUPPLY CO	10/19/05

COLE LEGAL RECORD	Registered	508,745	UNITED STATIONERS SUPPLY CO.	4/19/49

COMFORT GRIP	Registered	2,116,492	UNITED STATIONERS SUPPLY CO.	11/25/97

CONCEPT 90	Registered	1,515,376	UNITED STATIONERS SUPPLY CO.	12/6/88

DERMABRAND	Registered	2,643,386	UNITED STATIONERS SUPPLY CO.	10/29/02

ENVELOPE Design Only	Registered	2,492,017	UNITED STATIONERS SUPPLY CO.	9/25/01

HANDS Design Only	Registered	2,571,420	UNITED STATIONERS SUPPLY CO.	5/21/02

EXECUTIVE IMPRESSIONS	Registered	2,155,076	UNITED STATIONERS SUPPLY CO.	5/5/98

FULFILLMENT THAT DELIVERS YOUR BRAND	Registered	2,589,674	UNITED STATIONERS SUPPLY CO.	7/2/02

GALAXY	Registered	3,247,619	UNITED STATIONERS SUPPLY CO.	5/29/07

LAGASSE	Registered	2,619,155	UNITED STATIONERS SUPPLY CO.	9/10/02

MATCHBOOK	Registered	1,567,143	UNITED STATIONERS SUPPLY CO.	11/21/89

NED	Registered	2,587,795	UNITED STATIONERS SUPPLY CO.	7/2/02

OFFICE IMPRESSIONS	Registered	1,845,143	UNITED STATIONERS SUPPLY CO.	7/12/94

ORDER PEOPLE	Registered	2,679,123	UNITED STATIONERS	1/21/03

			SUPPLY CO.

PREMIERE PADS	Registered	3,256,063	UNITED STATIONERS SUPPLY CO.	6/26/07

THE BIGGEST BOOK	Registered	2,614,572	UNITED STATIONERS SUPPLY CO.	9/3/02

THE SYSTEM WORKS. FOR YOU.	Registered	2,571,419	UNITED STATIONERS SUPPLY CO.	5/21/02

UNILABEL and Design	Registered	1,426,529	UNITED STATIONERS SUPPLY CO.	1/27/87

UNILINK	Registered	1,637,064	UNITED STATIONERS SUPPLY CO.	3/5/91

UNISAN	Registered	2,004,776	UNITED STATIONERS SUPPLY CO.	10/1/96

UNISAN	Registered	2,010,540	UNITED STATIONERS SUPPLY CO.	10/22/96

UNITAPE	Registered	1,264,767	UNITED STATIONERS SUPPLY CO.	1/24/84

UNITED STATIONERS	Registered	2,486,918	UNITED STATIONERS SUPPLY CO.	1/11/01

UNITED STATIONERS and Design	Registered	1,118,921	UNITED STATIONERS SUPPLY CO.	5/22/79

UNITED STATIONERS and Design	Registered	1,249,235	UNITED STATIONERS SUPPLY CO.	8/23/83

UNITED STATIONERS	Registered	1,514,147	UNITED STATIONERS	11/22/88

and Design			SUPPLY CO.

UNIVERSAL	Registered	1,846,688	UNITED STATIONERS SUPPLY CO.	7/26/94

UNIVERSAL	Registered	1,881,035	UNITED STATIONERS SUPPLY CO.	2/28/95

WEBSCORE	Registered	2,609,037	UNITED STATIONERS SUPPLY CO.	8/20/02

WINDSOFT	Registered	2,544,665	UNITED STATIONERS SUPPLY CO.	5/5/02

EXHIBIT C

PLEDGE AND SECURITY AGREEMENT

List of Pledged Securities

A. STOCKS:

Issuer	Certificate Number(3)	Record of Beneficial Owner	Number Shares(4)	Class

United Stationers Supply Co.	[to come]	United Stationers Inc.	849	Common

Lagasse, Inc.	90	United Stationers Supply Co.	2,088	Common

United Stationers Financial Services LLC	N/A	United Stationers Supply Co.	100% of issued and outstanding equity interests	N/A

United Stationers Technology Services LLC	N/A	United Stationers Supply Co.	100% of issued and outstanding equity interests	N/A

USS Receivables Company, Ltd.	2	United Stationers Financial Services LLC	350	Ordinary

B. BONDS EXCEEDING THRESHOLD:

NONE

C. GOVERNMENT SECURITIES EXCEEDING THRESHOLD:

NONE

D. OTHER SECURITIES OR OTHER INVESTMENT PROPERTY (CERTIFICATED AND UNCERTIFICATED) EXCEEDING THRESHOLD:

NONE

(3) Certificate numbers to be confirmed upon receipt of pledged stock from JPMorgan.

(4) To be confirmed upon receipt of pledge stock from JPMorgan.

EXHIBIT D

PLEDGE AND SECURITY AGREEMENT

Offices in which Financing Statements have been filed.

Companies		Filing Jurisdiction

United Stationers Inc, a Delaware corporation.		Delaware Secretary of State

United Stationers Supply Co., an Illinois corporation		Illinois Secretary of State

Azerty Incorporated, a Delaware corporation		Delaware Secretary of State

Lagasse, Inc., a Louisiana corporation		Louisiana Secretary of State

United Stationers Financial Services LLC, an Illinois limited liability company		Illinois Secretary of State

United Stationers Technology Services LLC, an Illinois limited liability company		Illinois Secretary of State

EXHIBIT E

PLEDGE AND SECURITY AGREEMENT

Commercial Tort Claims

NONE

Exhibit 10.2

EXECUTION COPY

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 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 ADMINISTRATIVE AGENT

JPMORGAN SECURITIES INC.,

AS SOLE LEAD ARRANGER AND SOLE BOOK RUNNER

TABLE OF CONTENTS

ARTICLE I			DEFINITIONS	1

	1.1.	Certain Defined Terms		1
	1.2.	Plural Forms		20

ARTICLE II			THE CREDITS	20

	2.1.	Existing Revolving Loans; Commitment		20
	2.2.	Required Payments; Termination		20
	2.3.	Ratable Loans; Types of Advances		21
	2.4.	Swing Line Loans		21
	2.5.	Commitment Fee; Aggregate Commitment		22
	2.6.	Minimum Amount of Each Advance		23
	2.7.	Optional Principal Payments		23
	2.8.	Method of Selecting Types and Interest Periods for New Advances		23
	2.9.	Conversion and Continuation of Outstanding Advances; No Conversion or Continuation of Eurodollar Advances After Default		24
	2.10.	Changes in Interest Rate, etc.		24
	2.11.	Rates Applicable After Default		25
	2.12.	Method of Payment		25
	2.13.	Noteless Agreement; Evidence of Indebtedness		25
	2.14.	Telephonic Notices		26
	2.15.	Interest Payment Dates; Interest and Fee Basis		26
	2.16.	Notification of Advances, Interest Rates, Prepayments and Commitment Reductions; Availability of Loans		27
	2.17.	Lending Installations		27
	2.18.	Non-Receipt of Funds by the Agent		28
	2.19.	Replacement of Lender		28
	2.20.	Facility LCs		29
	2.21.	Increase of Aggregate Commitment		34

ARTICLE III			YIELD PROTECTION; TAXES	35

	3.1.	Yield Protection		35
	3.2.	Changes in Capital Adequacy Regulations		36
	3.3.	Availability of Types of Advances		37
	3.4.	Funding Indemnification		37
	3.5.	Taxes		37
	3.6.	Lender Statements; Survival of Indemnity		40
	3.7.	Alternative Lending Installation		41

ARTICLE IV			CONDITIONS PRECEDENT	41

	4.1.	Effectiveness of Commitments		41
	4.2.	Each Credit Extension		42

ARTICLE V			REPRESENTATIONS AND WARRANTIES	43

	5.1.	Existence and Standing		43
	5.2.	Authorization and Validity		43
	5.3.	No Conflict; Government Consent		43
	5.4.	Financial Statements		44
	5.5.	Material Adverse Change		44
	5.6.	Taxes		44
	5.7.	Litigation and Contingent Obligations		44
	5.8.	Subsidiaries		45
	5.9.	ERISA		45
	5.10.	Accuracy of Information		45
	5.11.	Regulation U		45
	5.12.	Compliance With Laws		46
	5.13.	Ownership of Properties		46
	5.14.	Plan Assets; Prohibited Transactions		46
	5.15.	Environmental Matters		46
	5.16.	Investment Company Act		46
	5.17.	Insurance		46
	5.18.	Solvency		47
	5.19.	Collateral Documents		47
	5.20.	No Default or Unmatured Default		47

ARTICLE VI			COVENANTS	47

	6.1.	Financial Reporting		47
	6.2.	Use of Proceeds		49
	6.3.	Notice of Default		49
	6.4.	Conduct of Business		49
	6.5.	Taxes		49
	6.6.	Insurance		50
	6.7.	Compliance with Laws		50
	6.8.	Maintenance of Properties		50
	6.9.	Inspection; Keeping of Books and Records		50
	6.10.	Dividends		51
	6.11.	Merger		51
	6.12.	Sale of Assets		52
	6.13.	Investments and Acquisitions		53
	6.14.	Indebtedness		56
	6.15.	Liens		58
	6.16.	Affiliates		61
	6.17.	Financial Contracts		61
	6.18.	Subsidiary Covenants		61
	6.19.	Contingent Obligations		61
	6.20.	Leverage Ratio		62
	6.21.	Minimum Consolidated Net Worth		62
	6.22.	Capital Expenditures		62
	6.23.	Subsidiary Collateral Documents; Subsidiary Guarantors		62
	6.24.	Foreign Subsidiary Investments		64

ARTICLE VII			DEFAULTS	64

ARTICLE VIII			ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES	67

	8.1.	Acceleration		67
	8.2.	Amendments		68
	8.3.	Preservation of Rights		69

ARTICLE IX			GENERAL PROVISIONS	69

	9.1.	Survival of Representations		69
	9.2.	Governmental Regulation		69
	9.3.	Headings		69
	9.4.	Entire Agreement		69
	9.5.	Several Obligations; Benefits of this Agreement		70
	9.6.	Expenses; Indemnification		70
	9.7.	Numbers of Documents		71
	9.8.	Accounting		71
	9.9.	Severability of Provisions		71
	9.10.	Nonliability of Lenders		71
	9.11.	Confidentiality		72
	9.12.	Lenders Not Utilizing Plan Assets		72
	9.13.	Nonreliance		72
	9.14.	Disclosure		73
	9.15.	Performance of Obligations		73
	9.16.	USA PATRIOT Act		73
	9.17.	No Duties Imposed on Syndication Agents or Documentation Agents		73

ARTICLE X			THE AGENT	74

	10.1.	Appointment; Nature of Relationship		74
	10.2.	Powers		74
	10.3.	General Immunity		74
	10.4.	No Responsibility for Loans, Recitals, etc.		75
	10.5.	Action on Instructions of Lenders		75
	10.6.	Employment of Agents and Counsel		75
	10.7.	Reliance on Documents; Counsel		75
	10.8.	Agent’s Reimbursement and Indemnification		76
	10.9.	Notice of Default		76
	10.10.	Rights as a Lender		76
	10.11.	Lender Credit Decision		76
	10.12.	Successor Agent		78
	10.13.	Agent and Arranger Fees		77
	10.14.	Delegation to Affiliates		77
	10.15.	Collateral Documents		78
	10.16.	Quebec Security		78

iii

ARTICLE XI				SETOFF; RATABLE PAYMENTS	79

	11.1.		Setoff		79
	11.2.		Ratable Payments		79

ARTICLE XII				BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS	79

	12.1.		Successors and Assigns; Designated Lenders		79
	12.2.		Participations		82
	12.3.		Assignments		83
	12.4.		Dissemination of Information		85
	12.5.		Tax Certifications		85
	12.6.		Reimbursement Obligations		85

ARTICLE XIII				NOTICES	85

	13.1.		Notices		85
	13.2.		Change of Address		86

ARTICLE XIV				COUNTERPARTS	86

ARTICLE XV				CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	86

	15.1.	CHOICE OF LAW			86
	15.2.	CONSENT TO JURISDICTION			86
	15.3.	WAIVER OF JURY TRIAL			87

ARTICLE XVI				NO NOVATION; CONTINUATION; REFERENCES TO THIS AGREEMENT IN LOAN DOCUMENTS	87

	16.1.		No Novation; Continuation		87
	16.2.		References to This Agreement In Other Loan Documents		87

SCHEDULES

Commitment Schedule

Pricing Schedule

Schedule 5.8	-	Subsidiaries

Schedule 6.12	-	Identified Property Dispositions

Schedule 6.13	-	Investments

Schedule 6.14	-	Indebtedness

Schedule 6.15	-	Liens

EXHIBITS

Exhibit A	-	Form of the Credit Parties’ Counsel’s Opinion

Exhibit B	-	Form of Compliance Certificate

Exhibit C	-	Form of Assignment and Assumption Agreement

Exhibit D	-	Form of Promissory Note (if requested)

Exhibit E	-	Form of Designation Agreement

Exhibit F	-	List of Closing Documents

SECOND AMENDED AND RESTATED
FIVE-YEAR REVOLVING CREDIT AGREEMENT

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.

PRELIMINARY STATEMENTS

WHEREAS , the Parent, the Borrower, certain Lenders, the Departing Lenders and the Agent are parties to that certain Amended and Restated Credit Agreement, dated as of October 12, 2005 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”);

WHEREAS , the Parent, the Borrower, the Lenders and the Agent have agreed to enter into this Agreement in order to (i) amend and restate the Existing Credit Agreement in its entirety; (ii) re-evidence the Obligations, which shall be repayable in accordance with the terms of this Agreement; and (iii) set forth the terms and conditions under which the Lenders will, from time to time, make loans and extend other financial accommodations to or for the benefit of the Borrower; and

NOW, THEREFORE , in consideration of the mutual covenants herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Existing Credit Agreement is hereby amended and restated in its entirety as of the date hereof as follows:

ARTICLE I

DEFINITIONS

1.1. Certain Defined Terms . As used in this Agreement:

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the Restatement Effective Date, by which the Parent or any of its Subsidiaries (i) acquires any going concern business or all or substantially all of the assets of any Person, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires from one or more Persons (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage of voting power) of the outstanding ownership interests of any Person.

“Administrative Questionnaire” means, with respect to any Lender, the administrative questionnaire delivered by such Lender to the Agent upon becoming a Lender hereunder, as such questionnaire may be updated from time to time by notice from such Lender to the Agent.

“Advance” means a borrowing hereunder consisting of the aggregate amount of several Revolving Loans (i) made by some or all of the Lenders on the same date, or (ii) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Revolving Loans of the same Type and, in the case of Eurodollar Loans, for the same Interest Period. The term “Advance” shall include Swing Line Loans unless otherwise expressly provided.

“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person.

“Agent” means JPMorgan Chase in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Agent appointed pursuant to Article X.

“Aggregate Commitment” means the aggregate of the Commitments of all the Lenders, as increased or reduced from time to time pursuant to the terms hereof. The initial Aggregate Commitment is Four Hundred Twenty-Five Million and 00/100 Dollars ($425,000,000).

“Aggregate Outstanding Credit Exposure” means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders.

“Agreement” means this Second Amended and Restated Five-Year Revolving Credit Agreement, as it may be amended, restated, supplemented or otherwise modified and as in effect from time to time.

“Agreement Accounting Principles” means generally accepted accounting principles as in effect in the United States from time to time.

“Alternate Base Rate” means, for any day, a rate of interest per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the sum of the Federal Funds Effective Rate in effect on such day plus one-half of one percent (0.5%) per annum. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Applicable Fee Rate” means, with respect to the Commitment Fee at any time, the percentage rate per annum which is applicable at such time with respect to such fee as set forth in the Pricing Schedule.

“Applicable Margin” means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means J.P. Morgan Securities Inc., and its successors, in its capacity as sole lead arranger and sole book runner for the loan transaction evidenced by this Agreement.

“Article” means an article of this Agreement unless another document is specifically referenced.

“Assignment Agreement” is defined in Section 12.3.1.

“Authorized Officer” means any of the chief executive officer, president, chief operating officer, chief financial officer, controller, treasurer or assistant treasurer of the Parent or the Borrower, acting singly.

“Available Aggregate Commitment” means, at any time, the Aggregate Commitment then in effect minus the Aggregate Outstanding Credit Exposure at such time.

“Borrower” means United Stationers Supply Co., an Illinois corporation, and its permitted successors and assigns (including, without limitation, a debtor in possession on its behalf).

“Borrowing Date” means a date on which an Advance is made hereunder.

“Borrowing Notice” is defined in Section 2.8.

“Business Day” means (i) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago, Illinois for the conduct of substantially all of their commercial lending activities, interbank wire transfers can be made on the Fedwire system and dealings in Dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago, Illinois for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system.

“Capital Expenditures” means, without duplication, any expenditures for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Parent and its Subsidiaries prepared in accordance with Agreement Accounting Principles, excluding (i) expenditures of insurance proceeds to rebuild or replace any asset after a casualty loss, (ii) leasehold improvement expenditures for which the Parent or a Subsidiary is reimbursed by the lessor, sublessor or sublessee, (iii) expenditures of net cash proceeds of any asset sale permitted under Section 6.12, and (iv) with respect to any Permitted Acquisition, (a) the Purchase Price thereof and (b) any Capital Expenditures expended by the seller or entity to be acquired in any Permitted Acquisition prior to the date of such Permitted Acquisition.

“Capitalized Lease” of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

“Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

“Cash Equivalent Investments” means (i) obligations of, or fully guaranteed by, the United States of America having maturities of not more than one year from the date of acquisition thereof, (ii) commercial paper rated A-1 or better by S&P or P-1 or better by Moody’s, (iii) demand deposit accounts maintained in the ordinary course of business, and (iv) certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in excess of $100,000,000, (v) money market funds that (a) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (b) are rated AAA by S&P or Aaa by Moody’s and (c) have portfolio assets of at least $5,000,000,000, (vi) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than 90 days from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s and (vii) repurchase obligations with a term of not more than 30 days underlying securities of the types described in clause (i) above entered into with any commercial bank meeting the qualifications specified in clause (iv) above.

“Change in Control” means (i) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934) of 30% or more of the outstanding shares of voting stock of the Parent having ordinary voting power for the election of directors; (ii) the Parent shall cease to own, directly or indirectly and free and clear of all Liens or other encumbrances (other than Liens in favor of the Agent), all of the outstanding shares of voting stock of the Borrower and, other than pursuant to a transaction otherwise permitted under this Agreement, the Guarantors, on a fully diluted basis; or (iii) the majority of the Board of Directors of the Parent fails to consist of Continuing Directors.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time, and any rule or regulation issued thereunder.

“Collateral” means all property and interests in property now owned or hereafter acquired by the Parent or any of its Domestic Subsidiaries in or upon which a security interest, lien or mortgage is granted to the Agent, for the benefit of the Holders of Secured Obligations, or to the Agent, for the benefit of the Lenders, whether under the Security Agreement, under any of the other Collateral Documents or under any of the other Loan Documents; provided , however , that Collateral shall not include (i) property constituting “Securitization Collateral” as defined in the Security Agreement or (ii) any shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasury.

“Collateral Documents” means all agreements, instruments and documents executed in connection with this Agreement or the Existing Credit Agreement that are intended to create or evidence Liens to secure the Secured Obligations, including, without limitation, the Security Agreement, the Intellectual Property Security Agreements, and all other security agreements, mortgages, deeds of trust, loan agreements, notes, guarantees, subordination agreements,

pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements and all other written matter whether heretofore, now, or hereafter executed by or on behalf of the Parent or any of its Domestic Subsidiaries and delivered to the Agent or any of the Lenders, together with all agreements and documents referred to therein or contemplated thereby.

“Collateral Shortfall Amount” is defined in Section 8.1.

“Commitment” means, for each Lender, including, without limitation, each LC Issuer, such Lender’s obligation to make Loans to, and participate in Facility LCs issued upon the application of, and each LC Issuer’s obligation to issue Facility LCs for the account of, the Borrower in an aggregate amount not exceeding the amount set forth for such Lender on the Commitment Schedule or in an Assignment Agreement delivered pursuant to Section 12.3, as such amount may be modified from time to time pursuant to the terms hereof.

“Commitment Fee” is defined in Section 2.5.1.

“Commitment Schedule” means the Schedule identifying each Lender’s Commitment as of the Restatement Effective Date attached hereto and identified as such.

“Consolidated Capital Expenditures” means, with reference to any period, the Capital Expenditures of the Parent and its Subsidiaries calculated on a consolidated basis for such period.

“Consolidated EBITDA” means, with respect to any period, Consolidated Net Income for such period plus , to the extent deducted from revenues in determining Consolidated Net Income for such period, (i) Consolidated Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv) amortization, (v) losses attributable to equity in Affiliates, (vi) non-cash charges related to employee compensation and (vii) any extraordinary non-cash or nonrecurring non-cash charges or losses, minus , to the extent included in Consolidated Net Income for such period, any extraordinary non-cash or nonrecurring non-cash gains, all calculated for the Parent and its Subsidiaries on a consolidated basis.

“Consolidated Funded Indebtedness” means, at any time, with respect to any Person, without duplication, the sum of (i) the aggregate dollar amount of Consolidated Indebtedness for borrowed money owing by such Person or for which such Person is liable which has actually been funded and is outstanding at such time, whether or not such amount is due or payable at such time (other than obligations in respect of Rate Management Transactions), plus (ii) the aggregate undrawn amount of all standby Letters of Credit at such time for which such Person or any of its Subsidiaries is the account party or is otherwise liable (other than standby Letters of Credit in an amount up to $10,000,000 issued to support worker’s compensation obligations of the Credit Parties and other than Letters of Credit supporting any other component of this definition), plus (iii) the aggregate principal component of Capitalized Lease Obligations owing by such Person and its Subsidiaries on a consolidated basis or for which such Person or any of its Subsidiaries is otherwise liable, plus (iv) all Off-Balance Sheet Liabilities of such Person and its Subsidiaries on a consolidated basis, plus (v) all Disqualified Stock of such Person and its Subsidiaries on a consolidated basis.

“Consolidated Indebtedness” means at any time, with respect to any Person, the Indebtedness of such Person and its Subsidiaries calculated on a consolidated basis as of such time.

“Consolidated Interest Expense” means, with reference to any period, the interest expense of the Parent and its Subsidiaries calculated on a consolidated basis for such period (net of interest income), including, without limitation, yield or any other financing costs resembling interest which are payable under any Receivables Purchase Facility.

“Consolidated Net Income” means, with reference to any period, the net income (or loss) of the Parent and its Subsidiaries calculated on a consolidated basis for such period and on a FIFO basis of inventory valuation.

“Consolidated Net Worth” means at any time, with respect to any Person, the consolidated stockholders’ equity of such Person and its Subsidiaries calculated on a consolidated basis and on a FIFO basis of inventory valuation as of such time.

“Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or the obligations of any such Person as general partner of a partnership with respect to the liabilities of the partnership unless the underlying obligation is expressly made non-recourse to such general partner; provided , however , that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the lesser of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Contingent Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of the Contingent Obligation shall be such guaranteeing person’s reasonably anticipated liability in respect thereof as determined by such Person in good faith.

“Continuing Director” means, with respect to any Person as of any date of determination, any member of the board of directors of such Person who (i) was a member of such board of directors on the Restatement Effective Date, or (ii) was nominated for election or elected to such board of directors with the approval of the required majority of the Continuing Directors who were members of such board at the time of such nomination or election; provided that if any individual who is so elected or nominated in connection with a merger, consolidation, acquisition or similar transaction and who was not a Continuing Director prior thereto, together with all other individuals so elected or nominated in connection with such merger, consolidation, acquisition or similar transaction who were not Continuing Directors prior thereto, constitute a majority of the members of the board of directors of such Person, such individual shall not be a Continuing Director.

“Controlled Group” means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control which, together with the Parent or any of its Subsidiaries, are treated as a single employer under Section 414(b) or (c) of the Code.

“Conversion/Continuation Notice” is defined in Section 2.9.

“Credit Extension” means the making of an Advance or the issuance of a Facility LC hereunder.

“Credit Extension Date” means the Borrowing Date for an Advance or the issuance date for a Facility LC.

“Credit Party” means, collectively, the Parent, the Borrower and each of the Guarantors.

“Debt Incurrence Pro Forma” is defined in Section 6.14.11

“Default” means an event described in Article VII.

“Departing Lender” means each lender under the Existing Credit Agreement that executes and delivers to the Agent a Departing Lender Signature Page.

“Departing Lender Signature Page” means each signature page to this Agreement on which it is indicated that the Departing Lender executing the same shall cease to be a party to the Existing Credit Agreement on the Restatement Effective Date.

“Designated Lender” means, with respect to each Designating Lender, each Eligible Designee designated by such Designating Lender pursuant to Section 12.1.2.

“Designating Lender” means, with respect to each Designated Lender, the Lender that designated such Designated Lender pursuant to Section 12.1.2.

“Designation Agreement” is defined in Section 12.1.2.

“Disqualified Stock” means any preferred or other capital stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is ninety-one (91) days after the Facility Termination Date.

“Dollar”, “dollar” and “$” means the lawful currency of the United States of America.

“Domestic Subsidiary” means any Subsidiary of any Person that is not a Foreign Subsidiary.

“Eligible Designee” means a special purpose corporation, partnership, trust, limited partnership or limited liability company that is administered by the respective Designating Lender or an Affiliate of such Designating Lender and (i) is organized under the laws of the

United States of America or any state thereof, (ii) is engaged primarily in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and (iii) issues (or the parent of which issues) commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s.

“Environmental Laws” means any and all applicable federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (i) the protection of the environment, (ii) the effect of the environment on human health, (iii) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into surface water, ground water or land, or (iv) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation thereof.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rules or regulations promulgated thereunder.

“Eurodollar Advance” means an Advance which, except as otherwise provided in Section 2.11, bears interest at the applicable Eurodollar Rate.

“Eurodollar Base Rate” means, with respect to a Eurodollar Advance for the relevant Interest Period, the applicable British Bankers’ Association LIBOR rate for deposits in Dollars as quoted on the applicable Reuters screen as of 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, provided that, if no such British Bankers’ Association LIBOR rate is available to the Agent, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the rate determined by the Agent to be the rate at which JPMorgan Chase or one of its affiliate banks offers to place deposits in Dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, in the approximate amount of JPMorgan Chase’s relevant Eurodollar Loan and having a maturity equal to such Interest Period.

“Eurodollar Loan” means a Revolving Loan which, except as otherwise provided in Section 2.11, bears interest at the applicable Eurodollar Rate.

“Eurodollar Rate” means, with respect to a Eurodollar Advance for the relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (ii) the then Applicable Margin, changing as and when the Applicable Margin changes.

“Excluded Taxes” means, in the case of each Lender or applicable Lending Installation and the Agent, taxes imposed on its overall net income, and franchise taxes or similar taxes imposed on it, by (i) the jurisdiction under the laws of which such Lender, such Lending Installation or the Agent is incorporated or organized or any political combination or subdivision or taxing authority thereof, (ii) the jurisdiction in which the Agent’s, such Lending Installation’s or such Lender’s principal executive office or such Lender’s applicable Lending Installation is

located or (iii) any other jurisdiction except to the extent the imposition of such taxes results solely from the Borrower’s operations or presence in such jurisdiction as reasonably determined by the Lender or the Agent, as applicable.

“Exhibit” refers to an exhibit to this Agreement, unless another document is specifically referenced.

“Existing Credit Agreement” is defined in the Preliminary Statements.

“Existing Revolving Loan” is defined in Section 2.1.1.

“Facility LC” is defined in Section 2.20.1.

“Facility LC Application” is defined in Section 2.20.3.

“Facility LC Collateral Account” is defined in Section 2.20.11.

“Facility Termination Date” means the earlier of (a) July 5, 2012 and (b) the date of termination in whole of the Aggregate Commitment pursuant to Section 2.5 hereof or the Commitments pursuant to Section 8.1 hereof.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any date that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

“Floating Rate” means, for any day, a rate per annum equal to the sum of (i) the Alternate Base Rate for such day, changing when and as the Alternate Base Rate changes plus (ii) the then Applicable Margin, changing as and when the Applicable Margin changes.

“Floating Rate Advance” means an Advance which, except as otherwise provided in Section 2.11, bears interest at the Floating Rate.

“Floating Rate Loan” means a Revolving Loan which, except as otherwise provided in Section 2.11, bears interest at the Floating Rate.

“Foreign Subsidiary” means (i) any Subsidiary of any Person that is not organized under the laws of a jurisdiction located in the United States of America and (ii) any Subsidiary of a Person described in clause (i) hereof that is organized under the laws of a jurisdiction located in the United States of America.

“Foreign Subsidiary Investment” means the sum, without duplication, of (i) the aggregate outstanding principal amount of all intercompany loans made on or after the Restatement Effective Date from any Credit Party to any Foreign Subsidiary; (ii) all outstanding Investments made on or after the Restatement Effective Date by any Credit Party in any Foreign Subsidiary;

and (iii) an amount equal to the net benefit derived by the Foreign Subsidiaries resulting from any non-arm’s-length transactions, or any other transfer of assets conducted, in each case entered into on or after the Restatement Effective Date, between any Credit Party, on the one hand, and such Foreign Subsidiaries, on the other hand, other than (a) transactions in the ordinary course of business, (b) in respect of legal, accounting, reporting, listing and similar administrative services provided by any Credit Party to any such Foreign Subsidiary in the ordinary course of business consistent with past practice and (c) any transfer of shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasury.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Guarantor” means each of the Parent’s Domestic Subsidiaries (other than the Borrower and any SPV) and all other Subsidiaries of the Parent which become Guarantors in satisfaction of the provisions of Section 6.23, in each case, together with their respective permitted successors and assigns.

“Guaranty” means the Guaranty, dated as of March 21, 2003, made by the Parent and certain Subsidiaries of the Parent in favor of the Agent for the benefit of the Holders of Secured Obligations, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Holders of Secured Obligations” means the holders of the Secured Obligations from time to time and shall refer to (i) each Lender in respect of its Loans, (ii) the LC Issuers in respect of Reimbursement Obligations, (iii) the Agent, the Lenders and the LC Issuers in respect of all other present and future obligations and liabilities of the Parent, the Borrower or any of their respective Domestic Subsidiaries of every type and description arising under or in connection with this Agreement or any other Loan Document, (iii) each Person benefiting from indemnities made by the Parent, the Borrower or any Subsidiary hereunder or under other Loan Documents, (iv) each Lender (or Affiliate thereof), in respect of all Rate Management Obligations of the Borrower to such Lender (or such Affiliate) as exchange party or counterparty under any Rate Management Transaction, and (v) their respective successors, transferees and assigns (to the extent not prohibited by this Agreement).

“Identified Disclosure Documents” means, collectively, the Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, the Parent’s Quarterly Report on Form 10-Q for the period ending on March 31, 2007, and the Current Reports on Form 8-K filed by the Parent on February 16, 2007, February 27, 2007, March 28, 2007, May 4, 2007, May 17, 2007 and June 13, 2007, in each case as filed with the SEC, and any written disclosure memorandum delivered to the Lenders on or prior to July 3 2007.

“Indebtedness” of a Person means, at any time, without duplication, such Person’s (i) obligations for borrowed money which in accordance with Agreement Accounting Principles would be shown as a liability on the consolidated balance sheet of such Person, (ii) obligations representing the deferred purchase price of Property or services (other than current accounts payable arising in the ordinary course of such Person’s business payable on terms customary in

the trade and accrued expenses in connection with the provision of services incurred in the ordinary course of such Person’s business), (iii) Indebtedness of others, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person ( provided that the amount of any such Indebtedness at any time shall be deemed to be the lesser of (a) such Indebtedness at such time and (b) the fair market value of such Property, as determined by such Person in good faith at such time), (iv) financial obligations which are evidenced by notes, bonds, debentures, acceptances, or other instruments, (v) obligations to purchase securities or other Property arising out of or in connection with the sale of the same or substantially similar securities or Property, (vi) Capitalized Lease Obligations, (vii) Contingent Obligations of such Person in respect of any Indebtedness, (viii) reimbursement obligations under Letters of Credit, bankers’ acceptances, surety bonds and similar instruments, (ix) Off-Balance Sheet Liabilities, (x) Net Mark-to-Market Exposure under Rate Management Transactions and (xi) Disqualified Stock.

“Intellectual Property Security Agreements” means each of (i) the Trademark Security Agreement, dated as of March 21, 2003, by and among the Agent and the Borrower, Azerty Incorporated and Lagasse, Inc., (ii) the Copyright Security Agreement, dated as of March 21, 2003, by and between the Agent and the Borrower, and (iii) such other intellectual property security documents as the Borrower or any Affiliate may from time to time make in favor of the Agent, in each case as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Interest Period” means, with respect to a Eurodollar Advance, a period of one, two, three or six months, or, to the extent available to all of the Lenders, nine or twelve months, commencing on a Business Day selected by the Borrower pursuant to this Agreement. Such Interest Period shall end on but exclude the day which corresponds numerically to such date one, two, three or six months, or if applicable nine or twelve months, thereafter, provided, however, that if there is no such numerically corresponding day in such next, second, third, sixth, ninth or twelfth succeeding month, such Interest Period shall end on the last Business Day of such next, second, third, sixth, ninth or twelfth succeeding month. If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day.

“Investment” of a Person means any loan, advance (other than commission, travel, relocation and similar advances to directors, officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade) or contribution of capital by such Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or other securities owned by such Person; any deposit accounts and certificates of deposit owned by such Person; and structured notes, derivative financial instruments and other similar instruments or contracts owned by such Person.

“JPMorgan Chase” means JPMorgan Chase Bank, National Association, in its individual capacity, and its successors.

“LC Fee” is defined in Section 2.20.4.

“LC Issuer” means JPMorgan Chase (or any Subsidiary or Affiliate of JPMorgan Chase designated by JPMorgan Chase) or any of the other Lenders, as applicable, in its respective capacity as issuer of Facility LCs hereunder.

“LC Obligations” means, at any time, the sum, without duplication, of (i) the aggregate undrawn amount under all Facility LCs outstanding at such time plus (ii) the aggregate unpaid amount at such time of all Reimbursement Obligations.

“LC Payment Date” is defined in Section 2.20.5.

“LC Reimbursement Date” is defined in Section 2.20.6.

“Lenders” means the lending institutions listed on the signature pages of this Agreement and their respective successors and assigns. Unless otherwise specified, the term “Lenders” includes the Swing Line Lender and the LC Issuers.

“Lending Installation” means, with respect to a Lender or the Agent, the office, branch, Subsidiary or Affiliate of such Lender or the Agent listed on the signature pages hereof or on the administrative information sheets provided to the Agent in connection herewith or on a Schedule or otherwise selected by such Lender or the Agent pursuant to Section 2.17.

“Letter of Credit” of a Person means a letter of credit or similar instrument which is issued upon the application of such Person or upon which such Person is an account party or, without duplication, for which such Person has a reimbursement obligation.

“Leverage Ratio” is defined in Section 6.20.

“Lien” means any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

“Loan” means, with respect to a Lender, such Lender’s loan made pursuant to Article II (or any conversion or continuation thereof), whether constituting a Revolving Loan or a Swing Line Loan.

“Loan Documents” means this Agreement, the Facility LC Applications, the Collateral Documents, the Guaranty, and all other documents, instruments, notes (including any Notes issued pursuant to Section 2.13 (if requested)) and agreements executed in connection herewith or therewith or contemplated hereby or thereby, as the same may be amended, restated or otherwise modified and in effect from time to time.

“Material Adverse Effect” means a material adverse effect on (i) the business, condition (financial or otherwise), operations, Properties or prospects of the Parent and its Subsidiaries taken as a whole, or the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Parent, the Borrower or any Subsidiary to perform its obligations under the Loan Documents, (iii) the validity or enforceability of any of the Loan Documents or (iv) the rights or remedies of

the Agent, the LC Issuers or the Lenders thereunder or their rights with respect to the Collateral taken as a whole.

“Material Foreign Subsidiary” means any direct or indirect first-tier Foreign Subsidiary of the Parent that at any time has (i) (a) sales as of the last day of any fiscal quarter (calculated on a consolidated basis for such Subsidiary and its consolidated Subsidiaries for the twelve-month period then ended) greater than or equal to five percent (5%) of consolidated sales of the Parent and its Subsidiaries for such period and (b) Consolidated EBITDA as of the last day of such fiscal quarter (calculated on a consolidated basis for such Subsidiary and its consolidated Subsidiaries for the twelve-month period then ended) greater than or equal to five percent (5%) of Consolidated EBITDA of the Parent and its Subsidiaries for such period, or (ii) on a consolidated basis for such Subsidiary and its consolidated Subsidiaries at any time five percent (5%) or more of the consolidated total assets of the Parent and its Subsidiaries as reported in the most recent annual or quarterly financial statements of the Parent delivered pursuant to Section 6.1.1 or 6.1.2.

“Material Indebtedness” means any Indebtedness in an outstanding principal amount of $25,000,000 or more in the aggregate (or the equivalent thereof in any currency other than Dollars), other than the Obligations.

“Maximum Payment Amount” means an amount equal to (1) the greater of (a) $50,000,000 and (b) an amount equal to (x) $50,000,000 plus (y) 50% of Consolidated Net Income in each fiscal quarter beginning with the fiscal quarter ending June 30, 2007 plus (2) the net cash proceeds received by the Parent or the Borrower since the Restatement Effective Date from the exercise of stock options issued to directors, officers and employees of the Parent, the Borrower or the Borrower’s Subsidiaries, minus (3) the Distributions, or any portion of a Distribution, made since June 30, 2007 pursuant to Section 6.10(iv)(b) which Distributions (or portion thereof) results in the Leverage Ratio exceeding, or are otherwise made at a time when the Leverage Ratio exceeds, in each case calculated on a pro forma basis based on the Parent’s most recent financial statements delivered pursuant to Section 6.1 and giving effect to any Permitted Acquisition since the date of such financial statements, such Distributions (or portion thereof) and any Indebtedness incurred in connection therewith, all in accordance with the terms of this Agreement, 2.75 to 1.00.

“Modify” and “Modification” are defined in Section 2.20.1.

“Moody’s” means Moody’s Investors Services, Inc. and any successor thereto.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, which is covered by Title IV of ERISA and to which the Parent or any member of the Controlled Group is obligated to make contributions.

“Net Mark-to-Market Exposure” of a Person means, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from Rate Management Transactions. “Unrealized losses” means the fair market value of the cost to such Person of replacing such Rate Management Transaction as of the date of determination (assuming the Rate Management Transaction were to be terminated as of that date), and

“unrealized profits” means the fair market value of the gain to such Person of replacing such Rate Management Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated as of that date).

“Non-U.S. Lender” is defined in Section 3.5(iv).

“Note” is defined in Section 2.13.

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all Reimbursement Obligations, accrued and unpaid fees, all expense and other reimbursement obligations, and all indemnities and other obligations of any Credit Party to the Agent, any Lender, the Arranger (or any Affiliate of any of the foregoing) or any Person benefiting from indemnities made by any Credit Party hereunder or under any other Loan Document, in each case of any kind or nature, present or future, arising under this Agreement, the Existing Credit Agreement or any other Loan Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired. The term includes, without limitation, all interest, charges, expenses, fees, outside attorneys’ fees and disbursements, paralegals’ fees (in each case whether or not allowed under the Federal bankruptcy laws), and any other sum chargeable to any Credit Party under this Agreement, the Existing Credit Agreement or any other Loan Document.

“Off-Balance Sheet Liability” of a Person means, without duplication, the principal component of (i) any Receivables Purchase Facility or any other repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person (other than the sale or disposition in the ordinary course of business of accounts or notes receivable in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables)) or (ii) any liability under any so-called “synthetic lease” or “tax ownership operating lease” transaction entered into by such Person; provided that “Off-Balance Sheet Liabilities” shall not include the principal component of the foregoing if such principal component (a) is otherwise reflected as a liability on such Person’s consolidated balance sheet or (b) is deducted from revenues in determining such Person’s consolidated net income but is not thereafter added back in calculating such Person’s Consolidated EBITDA.

“Off-Balance Sheet Trigger Event” is defined in Section 7.15.

“Operating Lease” of a Person means any lease of Property (other than a Capitalized Lease) by such Person as lessee which has an original term (including any required renewals and any renewals effective at the option of the lessor) of one year or more.

“Other Taxes” is defined in Section 3.5(ii).

“Outstanding Credit Exposure” means, as to any Lender at any time, the sum of (i) the aggregate principal amount of its Revolving Loans outstanding at such time, plus (ii) an amount equal to its ratable obligation to purchase participations in the aggregate principal amount of Swing Line Loans outstanding at such time, plus (iii) an amount equal to its ratable obligation to purchase participations in the LC Obligations at such time.

“Parent” means United Stationers Inc., a Delaware corporation, and its permitted successors and assigns (including, without limitation, a debtor in possession on its behalf).

“Participants” is defined in Section 12.2.1.

“Payment Date” means the last day of each March, June, September and December and the Facility Termination Date.

“Permitted Acquisition” is defined in Section 6.13.5.

“Permitted Customer Financing Guarantee” means any guaranty or repurchase or recourse obligations of the Borrower, incurred in the ordinary course of business, in respect of Indebtedness incurred by a customer of the Borrower; provided that the Borrower’s obligations in respect of all such guarantees and other recourse obligations shall not exceed $30,000,000 in the aggregate.

“Permitted Priority Liens” means any Liens permitted by Section 6.15 and (i) arising by operation of applicable law (and not solely by contract) and are perfected (other than by the filing of a financing statement or other filing or control agreement) and accorded priority over the Agent’s Liens on the Collateral by operation of applicable law, (ii) arising under any of Sections 6.15.6, 6.15.7 or 6.15.23 or reflected on any title commitment issued with any Collateral Document, or (iii) securing purchase money Indebtedness, Capitalized Lease Obligations or Indebtedness described in the parenthetical of Section 6.14.13, in each case to the extent the same are permitted to exist or otherwise be incurred hereunder.

“Permitted Purchase Money Indebtedness” is defined in Section 6.14.5.

“Person” means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” means an employee pension benefit plan, excluding any Multiemployer Plan, which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Parent or any member of the Controlled Group may have any liability.

“Pricing Schedule” means the Schedule identifying the Applicable Margin and Applicable Fee Rate attached hereto and identified as such.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

“Pro Rata Share” means, with respect to a Lender, a portion equal to a fraction the numerator of which is such Lender’s Commitment at such time (in each case, as adjusted from time to time in accordance with the provisions of this Agreement) and the denominator of which is the Aggregate Commitment at such time, or, if the Aggregate Commitment has been terminated, a fraction the numerator of which is such Lender’s Outstanding Credit Exposure at such time and the denominator of which is the sum of the Aggregate Outstanding Credit Exposure at such time.

“Purchase Price” means the total consideration and other amounts payable in connection with any Acquisition, including, without limitation, any portion of the consideration payable in cash, all Indebtedness incurred or assumed in connection with such Acquisition, but exclusive of the value of any capital stock or other equity interests of the Parent, the Borrower or any Subsidiary issued as consideration for such Acquisition.

“Purchasers” is defined in Section 12.3.1.

“Rate Management Obligations” of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all Rate Management Transactions, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Rate Management Transactions.

“Rate Management Transaction” means any transaction (including an agreement with respect thereto) now existing or hereafter entered into by the Parent, the Borrower or a Subsidiary which is a rate swap, basis swap, forward rate transaction, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices or equity prices.

“Receivables Purchase Documents” means any series of receivables purchase or sale agreements, servicing agreements and other related agreements generally consistent with terms contained in comparable structured finance transactions pursuant to which the Parent, the Borrower or any of its Subsidiaries, in their respective capacities as sellers or transferors of any receivables, sell or transfer, directly or indirectly, to SPVs all of their respective right, title and interest in and to (but not their obligations under) certain receivables for further sale or transfer (or granting of Liens to other purchasers of or investors in such assets or interests therein (and the other documents, instruments and agreements executed in connection therewith)), as any such agreements may be amended, restated, supplemented or otherwise modified from time to time, or any replacement or substitution therefor.

“Receivables Purchase Facility” means any securitization facility made available to the Parent, the Borrower or any of its Subsidiaries, pursuant to which receivables of the Parent, the Borrower or any of its Subsidiaries are transferred, directly or indirectly, to one or more SPVs,

and thereafter to certain investors, pursuant to the terms and conditions of the Receivables Purchase Documents.

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks, non-banks and non-broker lenders for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

“Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by foreign lenders for the purpose of purchasing or carrying margin stock (as defined therein).

“Reimbursement Obligations” means, at any time, with respect to any LC Issuer, the aggregate of all obligations of the Borrower then outstanding under Section 2.20 to reimburse such LC Issuer for amounts paid by such LC Issuer in respect of any one or more drawings under Facility LCs issued by such LC Issuer; or, as the context may require, all such Reimbursement Obligations then outstanding to reimburse all of the LC Issuers.

“Required Lenders” means Lenders in the aggregate holding more than 50% of the sum of the Aggregate Commitment plus the aggregate principal amount of all Term Loans, if any, or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding more than 50% of the sum of the Aggregate Outstanding Credit Exposure plus the aggregate principal amount of all Term Loans, if any.

“Reserve Requirement” means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed under Regulation D on “Eurocurrency liabilities” (as defined in Regulation D).

“Restatement Effective Date” means July 5 , 2007.

“Revolving Loan” means, with respect to a Lender, such Lender’s loan made pursuant to its commitment to lend set forth in Section 2.1 (and any conversion or continuation thereof) and includes any Existing Revolving Loan.

“S&P” means Standard and Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“Schedule” refers to a specific schedule to this Agreement, unless another document is specifically referenced.

“SEC” means the United States Securities and Exchange Commission, and any successor thereto.

“Section” means a numbered section of this Agreement, unless another document is specifically referenced.

“Secured Obligations” means, collectively, (i) the Obligations and (ii) so long as any Lender shall remain a Lender hereunder, all Rate Management Obligations owing in connection with Rate Management Transactions to such Lender or any Affiliate of such Lender.

“Security Agreement” means the Pledge and Security Agreement, dated as of March 21, 2003, by and between the Borrower, the Parent and certain Subsidiaries of the Parent, as grantors thereunder, and the Agent for the benefit of the Holders of Secured Obligations, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Single Employer Plan” means a Plan maintained by the Parent or any member of the Controlled Group for employees of the Parent or any member of the Controlled Group.

“Solvent” means, when used with respect to the Parent and its Subsidiaries (on a consolidated basis), that at the time of determination:

(i) the fair value of their consolidated assets (both at fair valuation and at present fair saleable value) is equal to or in excess of the total amount of their consolidated liabilities, including without limitation contingent liabilities; and

(ii) they are then able and presently expect to be able to pay their consolidated debts as they mature; and

(iii) they have capital sufficient to carry on their business as conducted.

With respect to contingent liabilities (such as litigation, guarantees and pension plan liabilities), such liabilities shall be computed at the amount which, in light of all the facts and circumstances existing at the time, represent the amount which can be reasonably be expected to become an actual or matured liability.

“SPV” means any special purpose entity established for the purpose of purchasing receivables in connection with a receivables securitization transaction permitted under the terms of this Agreement.

“Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Parent.

“Substantial Portion” means, with respect to the Property of the Parent and its Subsidiaries, Property which represents more than 10% of the consolidated assets of the Parent and its Subsidiaries or property which is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Parent and its Subsidiaries, in each case, as would be shown in the consolidated financial statements of the Parent and its Subsidiaries as at the end of the four fiscal quarter period ending with the fiscal quarter immediately prior to the fiscal quarter in which such determination is made (or if financial statements have not been delivered hereunder for that fiscal quarter which ends the four fiscal quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter).

“Swing Line Borrowing Notice” is defined in Section 2.4.2.

“Swing Line Commitment” means the obligation of the Swing Line Lender to make Swing Line Loans up to a maximum principal amount of $30,000,000 at any one time outstanding.

“Swing Line Lender” means JPMorgan Chase or such other Lender which may succeed to its rights and obligations as Swing Line Lender pursuant to the terms of this Agreement.

“Swing Line Loan” means a Loan made available to the Borrower by the Swing Line Lender pursuant to Section 2.4 and includes any “Swing Line Loan” made pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date.

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

“Term Loan” is defined in Section 2.21.

“Transferee” is defined in Section 12.4.

“Type” means, with respect to any Advance, its nature as a Floating Rate Advance or a Eurodollar Advance and with respect to any Revolving Loan, its nature as a Floating Rate Loan or a Eurodollar Loan.

“Unmatured Default” means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.

“Weighted Average Life to Maturity” means when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required scheduled payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (ii) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned Subsidiary” of a Person means (i) any Subsidiary all of the outstanding voting securities (other than directors’ qualifying shares) of which shall at the time be owned or

controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, limited liability company, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

1.2. Plural Forms . The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

ARTICLE II

THE CREDITS

2.1. Existing Revolving Loans; Commitment .

2.1.1 Existing Revolving Loans . Prior to the Restatement Effective Date, revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding revolving loans being hereinafter referred to as the “Existing Revolving Loans”). Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the conditions precedent set forth in Sections 4.1 and 4.2 (as applicable), the Existing Revolving Loans shall be reevidenced as Revolving Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement.

2.1.2 Commitment . From and including the Restatement Effective Date and prior to the Facility Termination Date, upon the satisfaction of the conditions precedent set forth in Sections 4.1 and 4.2, as applicable, each Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to (i) make Revolving Loans to the Borrower in Dollars from time to time and (ii) participate in Facility LCs issued upon the request of the Borrower, in each case in an amount not to exceed in the aggregate at any one time outstanding its Pro Rata Share of the Available Aggregate Commitment; provided that at no time shall the Aggregate Outstanding Credit Exposure hereunder exceed the Aggregate Commitment. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Facility Termination Date. The commitment of each Lender to lend hereunder shall automatically expire on the Facility Termination Date. The LC Issuers will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.20.

2.2. Required Payments; Termination . Any outstanding Advances and all other unpaid Secured Obligations shall be paid in full by the Borrower on the Facility Termination Date. Notwithstanding the termination of the Commitments under this Agreement on the Facility Termination Date, until all of the Secured Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements among the Borrower and the Lenders hereunder and under the other Loan Documents shall have been

terminated, all of the rights and remedies under this Agreement and the other Loan Documents shall survive.

2.3. Ratable Loans; Types of Advances . (a) Each Advance hereunder (other than a Swing Line Loan) shall consist of Revolving Loans made from the several Lenders ratably in proportion to the ratio that their respective Commitments bear to the Aggregate Commitment.

(b) The Advances may be Floating Rate Advances or Eurodollar Advances, or a combination thereof, selected by the Borrower in accordance with Sections 2.8 and 2.9, or Swing Line Loans selected by the Borrower in accordance with Section 2.4.

2.4. Swing Line Loans .

2.4.1 Amount of Swing Line Loans . Upon the satisfaction of the conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to be made on the date of the initial Credit Extension hereunder, the satisfaction of the conditions precedent set forth in Section 4.1 as well, from and including the Restatement Effective Date and prior to the Facility Termination Date, the Swing Line Lender agrees, on the terms and conditions set forth in this Agreement, to make Swing Line Loans in Dollars to the Borrower from time to time in an aggregate principal amount not to exceed the Swing Line Commitment, provided that (i) the Aggregate Outstanding Credit Exposure shall not at any time exceed the Aggregate Commitment and (ii) at no time shall the sum of (a) the Swing Line Loans then outstanding, plus (b) the outstanding Revolving Loans made by the Swing Line Lender pursuant to Section 2.1 (including its participation in any Facility LCs), exceed the Swing Line Lender’s Commitment at such time. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior to the Facility Termination Date.

2.4.2 Borrowing Notice . The Borrower shall deliver to the Agent and the Swing Line Lender irrevocable notice (a “Swing Line Borrowing Notice”) not later than 2:00 p.m. (Chicago time) on the Borrowing Date of each Swing Line Loan, specifying (i) the applicable Borrowing Date (which date shall be a Business Day), and (ii) the aggregate amount of the requested Swing Line Loan which shall be an amount not less than $100,000. The Swing Line Loans shall bear interest at the Floating Rate or such other rate per annum as shall be agreed to by the Swing Line Lender and the Borrower.

2.4.3 Making of Swing Line Loans . Promptly after receipt of a Swing Line Borrowing Notice, the Agent shall notify each Lender by fax or other similar form of transmission, of the requested Swing Line Loan. Not later than 4:00 p.m. (Chicago time) on the applicable Borrowing Date, the Swing Line Lender shall make available the Swing Line Loan, in funds immediately available in Chicago, to the Agent at its address specified pursuant to Article XIII. The Agent will promptly make the funds so received from the Swing Line Lender available to the Borrower on the Borrowing Date at the Agent’s aforesaid address in an account maintained and designated by the Borrower.

2.4.4 Repayment of Swing Line Loans . Each Swing Line Loan shall be paid in full by the Borrower on or before the fifth (5 th ) Business Day after the Borrowing Date

for such Swing Line Loan. In addition, the Swing Line Lender (i) may at any time in its sole discretion with respect to any outstanding Swing Line Loan, or (ii) shall, on the fifth (5 th ) Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Line Loan. Not later than 2:00 p.m. (Chicago time) on the date of any notice received pursuant to this Section 2.4.4, each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Agent at its address specified pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.4.4 shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Loans in the manner provided in Section 2.9 and subject to the other conditions and limitations set forth in this Article II. Unless a Lender shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Sections 4.1 or 4.2 had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4.4 to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Agent of any amount due under this Section 2.4.4, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.4.4, such Lender shall be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

2.5. Commitment Fee; Aggregate Commitment .

2.5.1 Commitment Fee . The Borrower shall pay to the Agent, for the account of the Lenders in accordance with their Pro Rata Shares of the Aggregate Commitment, from and after the Restatement Effective Date until the date on which the Aggregate Commitment shall be terminated in whole, a commitment fee (the “Commitment Fee”) accruing at the rate of the then Applicable Fee Rate on the daily average Available Aggregate Commitment (excluding from the calculation thereof, the Swing Line Loans). All such Commitment Fees payable hereunder shall be payable quarterly in arrears on each Payment Date. In addition, on the Restatement Effective Date, the Borrower shall

pay to the Agent for the ratable account of the lenders then party to the Existing Credit Agreement, the accrued and unpaid commitment fees under the Existing Credit Agreement through the Restatement Effective Date.

2.5.2 Reductions in Aggregate Commitment . The Borrower may permanently reduce the Aggregate Commitment in whole, or in part, ratably among the Lenders in a minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess thereof), upon at least three (3) Business Days’ prior written notice to the Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure. All accrued Commitment Fees shall be payable on the effective date of any termination of the Commitments.

2.6. Minimum Amount of Each Advance . Each Eurodollar Advance shall be in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess thereof), and each Floating Rate Advance (other than an Advance to repay Swing Line Loans or to refund Reimbursement Obligations) shall be in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess thereof), provided, however, that any Floating Rate Advance may be in the amount of the Available Aggregate Commitment.

2.7. Optional Principal Payments . The Borrower may from time to time pay, without penalty or premium, all outstanding Floating Rate Advances (other than Swing Line Loans), or any portion of the outstanding Floating Rate Advances (other than Swing Line Loans), in a minimum aggregate amount of $1,000,000 or any integral multiple of $100,000 in excess thereof, with notice to the Agent by 11:00 a.m. (Chicago time) on the date of any anticipated repayment. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans, or, in a minimum amount of $100,000 and increments of $100,000 in excess thereof, any portion of the outstanding Swing Line Loans, with notice to the Agent and the Swing Line Lender by 12:00 noon (Chicago time) on the date of repayment. The Borrower may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Eurodollar Advances, or, in a minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion of the outstanding Eurodollar Advances upon three (3) Business Days’ prior notice to the Agent.

2.8. Method of Selecting Types and Interest Periods for New Advances . The Borrower shall select the Type of Advance and, in the case of each Eurodollar Advance, the Interest Period applicable thereto from time to time; provided that there shall be no more than twelve (12) Interest Periods in effect with respect to all of the Revolving Loans at any time, unless such limit has been waived by the Agent in its sole discretion. The Borrower shall give the Agent irrevocable notice (a “Borrowing Notice”) not later than 12:00 noon (Chicago time) on the Borrowing Date of each Floating Rate Advance (other than a Swing Line Loan) and three (3) Business Days before the Borrowing Date for each Eurodollar Advance, specifying:

(i) the Borrowing Date, which shall be a Business Day, of such Advance,

(ii) the aggregate amount of such Advance,

(iii) the Type of Advance selected, and

(iv) in the case of each Eurodollar Advance, the Interest Period applicable thereto.

Not later than 2:00 p.m. (Chicago time) on each Borrowing Date, each Lender shall make available its Revolving Loan or Revolving Loans in Federal or other funds immediately available in Chicago to the Agent at its address specified pursuant to Article XIII. The Agent will promptly make the funds so received from the Lenders available to the Borrower at the Agent’s aforesaid address in an account maintained and designated by the Borrower.

2.9. Conversion and Continuation of Outstanding Advances; No Conversion or Continuation of Eurodollar Advances After Default . Floating Rate Advances (other than Swing Line Advances) shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into Eurodollar Advances pursuant to this Section 2.9 or are repaid in accordance with Section 2.7. Each Eurodollar Advance shall continue as a Eurodollar Advance until the end of the then applicable Interest Period therefor, at which time such Eurodollar Advance shall be automatically converted into a Floating Rate Advance unless (x) such Eurodollar Advance is or was repaid in accordance with Section 2.7 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice requesting that, at the end of such Interest Period, such Eurodollar Advance continue as a Eurodollar Advance for the same or another Interest Period. Subject to the terms of Section 2.6 and the payment of any funding indemnification amounts required by Section 3.4, the Borrower may elect from time to time to convert all or any part of an Advance of any Type (other than a Swing Line Advance) into any other Type or Types of Advances. Notwithstanding anything to the contrary contained in this Section 2.9, during the continuance of a Default, the Agent may (or shall at the direction of the Required Lenders), by notice to the Borrower, declare that no Advance may be made as, converted to or, following the expiration of any Interest Periods then in effect, continued as a Eurodollar Advance. The Borrower shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of an Advance or continuation of a Eurodollar Advance not later than 12:00 noon (Chicago time) on the same Business Day, in the case of a conversion into a Floating Rate Advance, or three (3) Business Days, in the case of a conversion into or continuation of a Eurodollar Advance, prior to the date of the requested conversion or continuation, specifying:

(i) the requested date, which shall be a Business Day, of such conversion or continuation,

(ii) the aggregate amount and Type of the Advance which is to be converted or continued, and

(iii) the amount of such Advance which is to be converted into or continued as a Eurodollar Advance and the duration of the Interest Period applicable thereto.

2.10. Changes in Interest Rate, etc. Each Floating Rate Advance (other than a Swing Line Advance) shall bear interest on the outstanding principal amount thereof, for each day from and including the date such Advance is made or is automatically converted from a Eurodollar Advance into a Floating Rate Advance pursuant to Section 2.9, to but excluding the date it is

paid or is converted into a Eurodollar Advance pursuant to Section 2.9 hereof, at a rate per annum equal to the Floating Rate for such day. Each Swing Line Loan shall bear interest on the outstanding principal amount thereof, for each day from and including the day such Swing Line Loan is made to but excluding the date it is fully paid at a rate per annum equal to the Floating Rate for such day or at such other rate per annum as shall be agreed to by the Swing Line Lender and the Borrower. Changes in the rate of interest on that portion of any Advance maintained as a Floating Rate Advance will take effect simultaneously with each change in the Alternate Base Rate. Each Eurodollar Advance shall bear interest on the outstanding principal amount thereof from and including the first day of the Interest Period applicable thereto to (but not including) the last day of such Interest Period at the Eurodollar Rate applicable to such Eurodollar Advance and otherwise in accordance with the terms hereof. No Interest Period may end after the Facility Termination Date.

2.11. Rates Applicable After Default . During the continuance of a Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that (i) each Eurodollar Advance shall bear interest for the remainder of the applicable Interest Period at a rate per annum equal to the Floating Rate in effect from time to time plus 2% per annum, (ii) each Floating Rate Advance and each Swing Line Loan shall bear interest at a rate per annum equal to the Floating Rate in effect from time to time plus 2% per annum, and (iii) the LC Fee described in the first sentence of Section 2.20.4 shall be increased to a rate per annum equal to the Applicable Margin for Eurodollar Loans in effect from time to time plus 2% per annum; provided that, during the continuance of a Default under Section 7.2, 7.6 or 7.7, the interest rates set forth in clauses (i) and (ii) above and the increase in the LC Fee set forth in clause (iii) above shall be applicable without any election or action on the part of the Agent, any LC Issuer or any Lender.

2.12. Method of Payment . All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower, by 12:00 noon (Chicago time) on the date when due and shall (except with respect to repayments of Swing Line Loans, and except in the case of Reimbursement Obligations for which any LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders. Each payment delivered to the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. Each reference to the Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to the LC Issuers in the case of payments required to be made by the Borrower to the LC Issuers pursuant to Section 2.20.6.

2.13. Noteless Agreement; Evidence of Indebtedness . (i) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Revolving Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(ii) The Agent shall also maintain accounts in which it will record (a) the date and the amount of each Revolving Loan made hereunder, the Type thereof and the Interest Period (in the case of a Eurodollar Advance) with respect thereto, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (c) the original stated amount of each Facility LC and the amount of LC Obligations (including specifying Reimbursement Obligations) outstanding at any time, (d) the effective date and amount of each Assignment Agreement delivered to and accepted by it and the parties thereto pursuant to Section 12.3, (e) the amount of any sum received by the Agent hereunder from the Borrower and each Lender’s share thereof, and (f) all other appropriate debits and credits as provided in this Agreement, including, without limitation, all fees, charges, expenses and interest.

(iii) The entries maintained in the accounts maintained pursuant to paragraphs (i) and (ii) above shall be prima facie evidence (absent manifest error) of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms.

(iv) Any Lender may request that its Revolving Loans or, in the case of the Swing Line Lender, the Swing Line Loans, be evidenced by a promissory note in substantially the form of Exhibit D with appropriate changes for notes evidencing Swing Line Loans (a “Note”). In such event, the Borrower shall prepare, execute and deliver to such Lender such Note payable to the order of such Lender or its registered assigns. Thereafter, the Revolving Loans evidenced by such Note and interest thereon shall at all times (prior to any assignment pursuant to Section 12.3) be represented by one or more Notes payable to the order of the payee named therein, except to the extent that any such Lender subsequently returns any such Note for cancellation and requests that such Revolving Loans once again be evidenced as described in paragraphs (i) and (ii) above.

2.14. Telephonic Notices . The Borrower hereby authorizes the Lenders and the Agent to extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of the Borrower, it being understood that the foregoing authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation Notices to be given telephonically. The Borrower agrees to deliver promptly to the Agent a written confirmation, signed by an Authorized Officer, if such confirmation is requested by the Agent or any Lender, of each telephonic notice. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error.

2.15. Interest Payment Dates; Interest and Fee Basis . Interest accrued on each Floating Rate Advance shall be payable in arrears on each Payment Date, commencing with the first such date to occur after the Restatement Effective Date, on any date on which the Floating Rate Advance is prepaid, whether due to acceleration or otherwise, and at maturity. Interest accrued

on each Eurodollar Advance shall be payable on the last day of its applicable Interest Period, on any date on which the Eurodollar Advance is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued on each Eurodollar Advance having an Interest Period longer than three (3) months shall also be payable on the last day of each three-month interval during such Interest Period. LC Fees and all other fees hereunder and interest on Eurodollar Advances shall be calculated for actual days elapsed on the basis of a 360-day year. Interest on Floating Rate Advances shall be calculated for actual days elapsed on the basis of a 365/366-day year. Interest on Swing Line Loans shall be calculated on a basis agreed to by the Swing Line Lender and the Borrower. Interest shall be payable for the day an Advance is made but not for the day of any payment on the amount paid if payment is received prior to 12:00 noon (Chicago time) at the place of payment. If any payment of principal of or interest on an Advance, any fees or any other amounts payable to the Agent or any Lender hereunder shall become due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included in computing interest, fees and commissions in connection with such payment. In addition, on the Restatement Effective Date, the Borrower shall pay to the Agent for the ratable account of the lenders then party to the Existing Credit Agreement the accrued and unpaid interest under the Existing Credit Agreement through the Restatement Effective Date.

2.16. Notification of Advances, Interest Rates, Prepayments and Commitment Reductions; Availability of Loans . Promptly after receipt thereof, the Agent will notify each Lender of the contents of each Aggregate Commitment reduction notice, Borrowing Notice, Swing Line Borrowing Notice, Conversion/Continuation Notice, and repayment notice received by it hereunder. Promptly after notice from the applicable LC Issuer, the Agent will notify each Lender of the contents of each request for issuance of a Facility LC hereunder. The Agent will notify the Borrower and each Lender of the interest rate applicable to each Eurodollar Advance promptly upon determination of such interest rate and will give the Borrower and each Lender prompt notice of each change in the Alternate Base Rate. Not later than 2:00 p.m. (Chicago time) on each Borrowing Date, each Lender shall make available its Revolving Loan or Revolving Loans in funds immediately available in Chicago to the Agent at its address specified pursuant to Article XIII. The Agent will promptly make the funds so received from the Lenders available to the Borrower at the Agent’s aforesaid address in an account maintained and designated by the Borrower.

2.17. Lending Installations . Each Lender may book its Revolving Loans and its participation in any LC Obligations and the LC Issuers may book the Facility LCs issued by it at any Lending Installation selected by such Lender or LC Issuer, as applicable, and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the Revolving Loans, Facility LCs, participations in LC Obligations and any Notes issued hereunder shall be deemed held by each Lender or LC Issuer, as applicable, for the benefit of any such Lending Installation. Each Lender and LC Issuer may, by written notice to the Agent and the Borrower in accordance with Article XIII, designate replacement or additional Lending Installations through which Revolving Loans will be made by it or Facility LCs will be issued by it and for whose account Revolving Loan payments or payments with respect to Facility LCs are to be made. In addition, each such Lender that books its Revolving Loans and its participation in any LC Obligations at any Lending Installation and each LC Issuer that books the Facility LCs issued by it at any Lending Installation as provided in this Section

2.17, (i) shall keep a register for the registration relating to each such Revolving Loan, LC Obligation and Facility LC, as applicable, specifying such Lending Installation’s name, address and entitlement to payments of principal and interest or any other payments with respect to such Revolving Loan, LC Obligation and Facility LC, as applicable, and each transfer thereof and the name and address of each transferee and (ii) shall collect, prior to the time such Lending Installation receives payment with respect to such Revolving Loans, LC Obligations and Facility LCs, as applicable as the case may be, from each such Lending Installation, the appropriate forms, certificates, and statements described in Section 3.5 (and updated as required by Section 3.5) as if Lending Installation were a Lender under Section 3.5.

2.18. Non-Receipt of Funds by the Agent . Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Revolving Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made. The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case may be, has not in fact made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Revolving Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Revolving Loan.

2.19. Replacement of Lender . If (i) the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3, (ii) any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other Person having similar powers, (iii) any Lender refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement requiring the consent of all Lenders (or all affected Lenders) pursuant to Section 8.2 and the same have been approved by the Required Lenders, or (iv) any Lender defaults on its obligation to make available its Pro Rata Share of any Advance or to fund its Pro Rata Share of any unreimbursed payment as required by this Agreement (or such Lender has notified the Borrower and the Agent in writing that it does not intend to comply with is obligations under this Agreement) (any Lender in clauses (i) through (iv) above being an “Affected Lender”), the Borrower may elect to terminate or replace the Commitment of such Affected Lender, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement unless the same shall be waived in connection with such termination or replacement, and provided further that, concurrently with such termination or replacement, (a) if the Affected Lender is being replaced, another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as of such date, to purchase for cash the Outstanding Credit Exposure of such Affected Lender pursuant to an Assignment Agreement substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of such Affected

Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, (b) in the case of replacement, the replacement Lender shall pay to the Affected Lender an amount equal to the sum of (1) an amount equal to the principal of, and all accrued interest on, all Outstanding Credit Exposure of such Affected Lender and (2) an amount equal to all accrued but unpaid fees owing to such Affected Lender under this Agreement, and, to the extent not paid by the purchasing Lender, the Borrower shall pay to such Affected Lender in immediately available funds on the day of such replacement (x) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (y) an amount, if any, equal to the payment which would have been due to such Affected Lender on the day of such replacement under Section 3.4 had the Revolving Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the purchasing Lender, and (c) if the Affected Lender is being terminated, the Borrower shall pay to such Affected Lender an amount equal to the sum of (1) an amount equal to the principal of, and all accrued interest to an including the date of termination on, all Outstanding Credit Exposure of such Affected Lender plus (2) an amount equal to all accrued but unpaid fees to an including the date of termination owing to such Affected Lender under this Agreement plus (3) all amounts due to such Affected Lender under Sections 3.1, 3.2 and 3.5 and any amount due to such Affected Lender under Section 3.4.

2.20. Facility LCs .

2.20.1 Issuance . The LC Issuers hereby agree, on the terms and conditions set forth in this Agreement, to issue standby letters of credit in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the Restatement Effective Date and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment. No Facility LC shall have an expiry date later than the earlier of (x) the fifth Business Day prior to the Facility Termination Date and (y) one year after its issuance; provided that any Facility LC with a one-year tenor may provide for the renewal thereof for additional one year periods (which, subject to the next succeeding proviso, may extend beyond the date referred to in clause (x) above); provided , however , that, subject to the terms of Section 2.20.11, on or before the 10th day prior to the Facility Termination Date the Borrower may request and the LC Issuers hereby agree to issue Facility LCs with (or to Modify Facility LCs to have) an expiry date on or after the Facility Termination Date but not later than the twelve-month anniversary of the Facility Termination Date.

2.20.2 Participations . Upon (a) the Restatement Effective Date with respect to each Facility LC issued and outstanding under the Existing Credit Agreement and (b) the issuance or Modification by the applicable LC Issuer of each other Facility LC in

accordance with this Section 2.20, such LC Issuer shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from such LC Issuer, a participation in such Facility LC (and each Modification thereof) and the related LC Obligations in proportion to its Pro Rata Share.

2.20.3 Notice . Subject to Section 2.20.1, the Borrower shall give the applicable LC Issuer notice prior to 10:00 a.m. (Chicago time) at least three (3) Business Days prior to the proposed date of issuance or Modification of each Facility LC (or such shorter period as shall be agreed to by the Borrower, the Agent and the LC Issuer), specifying the beneficiary, the proposed date of issuance (or Modification) and the expiry date of such Facility LC, and describing the proposed terms of such Facility LC and the nature of the transactions proposed to be supported thereby. The applicable LC Issuer shall promptly notify the Agent, and, upon issuance only, the Agent shall promptly notify each Lender, of the contents thereof and of the amount of such Lender’s participation in such Facility LC. The issuance or Modification by any LC Issuer of any Facility LC shall, in addition to the conditions precedent set forth in Article IV (the satisfaction of which such LC Issuer shall have no duty to ascertain), be subject to the conditions precedent that such Facility LC shall be reasonably satisfactory to such LC Issuer and that the Borrower shall have executed and delivered such application agreement and/or such other instruments and agreements relating to such Facility LC as such LC Issuer shall have reasonably requested (each, a “Facility LC Application”). In the event of any conflict between the terms of this Agreement and the terms of any Facility LC Application, the terms of this Agreement shall control.

2.20.4 LC Fees . The Borrower shall pay to the Agent, for the account of the Lenders ratably in accordance with their respective Pro Rata Shares, a letter of credit fee at a per annum rate equal to the Applicable Margin for Eurodollar Loans in effect from time to time on the average daily undrawn amount under such Facility LC, such fee to be payable in arrears on each Payment Date. The Borrower shall also pay to each LC Issuer for its own account (x) in arrears on each Payment Date, a per annum fronting fee in an amount agreed upon between the Borrower and such LC Issuer multiplied by the average daily undrawn amount under such Facility LC, and (y) documentary and processing charges in connection with the issuance, or Modification cancellation, negotiation, or transfer of, and draws under Facility LCs in accordance with the applicable LC Issuer’s standard schedule for such charges as in effect from time to time. Each fee described in this Section 2.20.4 shall constitute an “LC Fee”.

2.20.5 Administration; Reimbursement by Lenders . Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Agent and the Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date to such beneficiary (the “LC Payment Date”); provided, however, that the failure of such LC Issuer to so notify the Borrower shall not in any manner affect the obligations of the Borrower to reimburse such LC Issuer pursuant to Section 2.20.6. The responsibility of each LC Issuer to the Borrower

and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC issued by such LC Issuer in connection with such presentment shall be in conformity in all material respects with such Facility LC. Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs issued by such LC Issuer as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by the applicable LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC issued by such LC Issuer to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.20.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of the applicable LC Issuer’s demand for such reimbursement (or, if such demand is made after 12:00 noon (Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Floating Rate Advances. In the event any LC Issuer shall receive any payment from any Lender pursuant to this Section 2.20.5, the Agent (acting for this purpose solely as agent of the Borrower) (i) shall keep a register for the registration relating to each such Reimbursement Obligation, specifying such participating Lender’s name, address and entitlement to payments with respect to such participating Lender’s share of the principal amount of any Reimbursement Obligation and interest thereon with respect to its respective participations, and each transfer thereof and the name and address of each transferee and (ii) shall collect, prior to the time such participating Lender receives payment with respect to such participation, from each such participating Lender the appropriate forms, certificates, and statements described in Section 3.5 (and updated as required by Section 3.5) as if such participating Lender were a Lender under Section 3.5.

2.20.6 Reimbursement by Borrower . The Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuers on or before the first Business Day after the applicable LC Payment Date (the “LC Reimbursement Date”) for any amounts paid by any LC Issuer upon any drawing under any Facility LC issued by such LC Issuer, without presentment, demand, protest or other formalities of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the applicable LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the applicable LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. Unless the Borrower shall have otherwise notified the Agent and the applicable LC Issuer prior to 12:00 noon (Chicago time) on the LC Reimbursement Date with respect to any Facility LC, the Borrower shall be deemed to have elected to borrow Revolving Loans from the Lenders, as of such LC Reimbursement Date, equal in amount to the amount of the unpaid Reimbursement Obligations with respect to such Facility LC. Subject to the

satisfaction of the applicable conditions precedent set forth in Article IV, such Revolving Loans shall be made as of the LC Reimbursement Date automatically and without notice. Such Revolving Loans shall constitute a Floating Rate Advance, the proceeds of which Advance shall be used to repay such Reimbursement Obligation. If, for any reason, the Borrower fails to repay a Reimbursement Obligation on applicable LC Reimbursement Date and, for any reason, the Lenders are unable to make or have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Reimbursement Date and (y) the sum of 2% plus the rate applicable to Floating Rate Advances for such day if such day falls after such LC Reimbursement Date. Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such LC Issuer, but only to the extent such Lender has made payment to such LC Issuer in respect of such Facility LC pursuant to Section 2.20.5.

2.20.7 Obligations Absolute . The Borrower’s obligations under this Section 2.20 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against any LC Issuer, any Lender or any beneficiary of a Facility LC. The Borrower further agrees with the LC Issuers and the Lenders that the LC Issuers and the Lenders shall not be responsible for, and the Borrower’s Reimbursement Obligation in respect of any Facility LC shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower, any of its Affiliates, the beneficiary of any Facility LC or any financing institution or other party to whom any Facility LC may be transferred or any claims or defenses whatsoever of the Borrower or of any of its Affiliates against the beneficiary of any Facility LC or any such transferee. No LC Issuer shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Facility LC. The Borrower agrees that any action taken or omitted by any LC Issuer or any Lender under or in connection with each Facility LC and the related drafts and documents, if done without gross negligence or willful misconduct, shall be binding upon the Borrower and shall not put any LC Issuer or any Lender under any liability to the Borrower. Nothing in this Section 2.20.7 is intended to limit the right of the Borrower to make a claim against any LC Issuer for damages as contemplated by the proviso to the first sentence of Section 2.20.6.

2.20.8 Actions of LC Issuers . Each LC Issuer shall be entitled to rely, and shall be fully protected in relying, upon any Facility LC, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by such LC Issuer. Each LC Issuer shall be fully justified in failing or refusing to take any action

under this Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Section 2.20, each LC Issuer shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and any future holders of a participation in any Facility LC.

2.20.9 Indemnification . The Borrower hereby agrees to indemnify and hold harmless each Lender, each LC Issuer and the Agent, and their respective directors, officers, agents and employees from and against any and all claims and damages, losses, liabilities, reasonable costs or expenses which such Lender, such LC Issuer or the Agent may incur (or which may be claimed against such Lender, such LC Issuer or the Agent by any Person whatsoever) by reason of or in connection with the issuance, execution and delivery or transfer of or payment or failure to pay under any Facility LC or any actual or proposed use of any Facility LC, including, without limitation, any claims, damages, losses, liabilities, reasonable costs or expenses which any LC Issuer may incur by reason of or in connection with (i) the failure of any other Lender to fulfill or comply with its obligations to such LC Issuer hereunder (but nothing herein contained shall affect any rights the Borrower may have against any defaulting Lender) or (ii) by reason of or on account of such LC Issuer issuing any Facility LC which specifies that the term “Beneficiary” included therein includes any successor by operation of law of the named Beneficiary, but which Facility LC does not require that any drawing by any such successor Beneficiary be accompanied by a copy of a legal document, satisfactory to such LC Issuer, evidencing the appointment of such successor Beneficiary; provided that the Borrower shall not be required to indemnify any Lender, any LC Issuer or the Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, (x) caused by the willful misconduct or gross negligence of the applicable LC Issuer in determining whether a request presented under any Facility LC issued by such LC Issuer complied with the terms of such Facility LC or (y) caused by any LC Issuer’s failure to pay under any Facility LC issued by such LC Issuer after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC, or (z) with respect to taxes and amounts relating thereto (payments with respect to which shall be governed solely and exclusively by Section 3.5). Nothing in this Section 2.20.9 is intended to limit the obligations of the Borrower under any other provision of this Agreement.

2.20.10 Lenders’ Indemnification . Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify each LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or the applicable LC Issuer’s failure to pay under any Facility LC issued by such LC Issuer after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC) that such indemnitees may suffer or incur

in connection with this Section 2.20 or any action taken or omitted by such indemnitees hereunder.

2.20.11 Facility LC Collateral Account . The Borrower agrees that it will, upon the reasonable request of the Agent or the Required Lenders and until the final expiration date of any Facility LC and thereafter as long as any amount is payable to the LC Issuers or the Lenders in respect of any Facility LC, maintain a special collateral account pursuant to arrangements satisfactory to the Agent (the “Facility LC Collateral Account”) at the Agent’s office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Agent, for the benefit of the Lenders and the LC Issuers, and in which the Borrower shall have no interest other than as set forth in Section 8.1. The Borrower hereby pledges, assigns and grants to the Agent, on behalf of and for the ratable benefit of the Lenders and the LC Issuers, a security interest in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the Facility LC Collateral Account to secure the prompt and complete payment and performance of the Secured Obligations. The Agent will invest any funds on deposit from time to time in the Facility LC Collateral Account in Cash Equivalent Investments as directed by the Borrower (in the absence of a Default). On or before the 10th day prior to the Facility Termination Date, the Borrower shall pay to the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to 1.05 multiplied by the aggregate amount of the outstanding LC Obligations in respect of Facility LCs with an expiry date on or after the Facility Termination Date. Nothing in this Section 2.20.11 shall either obligate the Agent to require the Borrower to deposit any funds in the Facility LC Collateral Account or limit the right of the Agent to release any funds held in the Facility LC Collateral Account in each case other than as required by Section 8.1 and the immediately preceding sentence.

2.20.12 Rights as a Lender . In its capacity as a Lender, each LC Issuer shall have the same rights and obligations as any other Lender.

2.21. Increase of Aggregate Commitment . Subject to Section 2.5 and the other terms and conditions of this Agreement, at any time prior to the Facility Termination Date, the Borrower may, on the terms set forth below, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided , however , that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section 2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent. In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably

acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent. In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment. No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly. All such additional Commitments and Term Loans shall be secured equally and ratably with the other Loans hereunder.

ARTICLE III

YIELD PROTECTION; TAXES

3.1. Yield Protection . If, on or after the Restatement Effective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

(i) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or

(ii) imposes any other condition the result of which is to increase the cost to any Lender, any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Commitment or Eurodollar Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with its

Commitment or Eurodollar Loans or Facility LCs (including participations therein), or requires any Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Commitment or Eurodollar Loans or Facility LCs (including participations therein) held or interest or LC Fees received by it, in each case, by an amount deemed material by such Lender or such LC Issuer, as applicable,

and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or LC Issuer in connection with such Eurodollar Loans or Commitment, or Facility LCs (including participations therein), but in all events, excluding any increase in cost or reduction in return with respect to taxes and amounts relating thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5), then, within 15 days of demand, accompanied by the written statement required by Section 3.6, by such Lender or LC Issuer, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender or LC Issuer for such increased cost or reduction in amount received.

3.2. Changes in Capital Adequacy Regulations . If a Lender or any LC Issuer determines the amount of capital required or expected to be maintained by such Lender or such LC Issuer, any Lending Installation of such Lender or such LC Issuer or any corporation controlling such Lender or such LC Issuer is increased by a material amount as a result of a Change, but excluding any adoption, change or interpretation or administration or compliance with respect to taxes and amounts relating thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5), then, within 15 days of demand, accompanied by the written statement required by Section 3.6, by such Lender or such LC Issuer, the Borrower shall pay such Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender or such LC Issuer determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Revolving Loans and issue or participate in Facility LCs, as applicable, hereunder (after taking into account such Lender’s or such LC Issuer’s policies as to capital adequacy). In determining such additional amounts, each Lender will act reasonably and in good faith and will use allocation and attribution methods which are reasonable. “Change” means (i) any change after the Restatement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of, or change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Restatement Effective Date which affects the amount of capital required or expected to be maintained by any Lender or any LC Issuer or any Lending Installation or any corporation controlling any Lender or any LC Issuer. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Restatement Effective Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the Restatement Effective Date.

3.3. Availability of Types of Advances . If (x) any Lender determines that maintenance of its Eurodollar Loans at a suitable Lending Installation would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or (y) prior to the commencement of any Interest Period with respect to a Eurodollar Loan the Required Lenders determine that (i) the interest rate applicable to Eurodollar Advances does not accurately reflect the cost of making or maintaining Eurodollar Advances, or (ii) no reasonable basis exists for determining the Eurodollar Base Rate, then such Lender shall promptly give notice to the Borrower and the Agent (by telephone, promptly confirmed in writing) and thereafter, the Agent shall suspend the availability of Eurodollar Advances and require any affected Eurodollar Advances to be repaid or converted to Floating Rate Advances on the respective last days of the then current Interest Periods with respect to such Revolving Loans or within such earlier period as required by law, subject to the payment of any funding indemnification amounts required by Section 3.4 until such time as the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such initial notice no longer exist, and any Notice of Borrowing or Conversion/Continuation Notice given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower.

3.4. Funding Indemnification . If any payment of a Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not made or continued, or a Floating Rate Advance is not converted into a Eurodollar Advance, on the date specified by the Borrower for any reason other than default by the Lenders, or a Eurodollar Advance is not prepaid on the date specified by the Borrower for any reason, the Borrower will indemnify each Lender for any reasonable loss or cost incurred by it resulting therefrom, including, without limitation, any reasonable loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurodollar Advance, but excluding any loss or cost relating to taxes and amounts relating thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5).

3.5. Taxes . (i) Except as provided in this Section 3.5, all payments by the Borrower to or for the account of any Lender or the Agent hereunder or under any Note shall be made free and clear of and without deduction for any and all Taxes. If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Lender or the Agent, (a) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.5) such Lender or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (b) the Borrower shall make such deductions, (c) the Borrower shall pay the full amount deducted to the relevant authority in accordance with applicable law and (d) the Borrower shall furnish to the Agent the original copy of a receipt evidencing payment thereof or, if a receipt cannot be obtained with reasonable efforts, such other evidence of payment as is reasonably acceptable to the Agent, in each case within 30 days after such payment is made.

(ii) In addition, the Borrower shall pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or Facility LC Application or from the execution or delivery of, or otherwise with respect to, this Agreement,

any Note, any Facility LC Application, or any other Loan Document (“Other Taxes”).

(iii) The Borrower shall indemnify the Agent and each Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by the Agent or such Lender as a result of its Commitment, any Credit Extensions made by it hereunder, any Facility LC issued or participated in by it hereunder, or otherwise in connection with its participation in this Agreement and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payments due under this indemnification shall be made within 30 days of the date the Agent or such Lender makes demand therefor pursuant to Section 3.6.

(iv) Each Lender and the Agent that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code for United States federal income tax purposes) (each a “Non-U.S. Lender”) agrees that it will, not more than ten Business Days after the date on which it becomes a party to this Agreement (but in any event before a payment is due to it hereunder), (i) deliver to each of the Borrower and the Agent two (2) duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor forms, certifying in either case that such Non-U.S. Lender is entitled to receive payments under this Agreement or under any Note without deduction or withholding of any United States federal income taxes, or (ii) in the case of a Non-U.S. Lender that is fiscally transparent, deliver to the Agent and the Borrower two (2) duly completed copies of a United States Internal Revenue Service Form W-8IMY or successor form together with the applicable accompanying duly completed copies of United States Internal Revenue Service applicable Forms W-8 or W-9 or successor forms, as the case may be, in each case establishing that each beneficial owner of the payments to be made under this Agreement or any Note is entitled to receive payments under this Agreement or any Note without deduction or withholding of any United States federal income taxes, and applicable withholding statements, or (iii) any other applicable form, certificate or document specifically requested by the Borrower or the Agent and prescribed by the United States Internal Revenue Service establishing as to such Lender’s, the Agent’s or such beneficial owner’s, as the case may be, entitlement to such exemption from United States withholding tax with respect to all payments to be made hereunder or under any Note. Each Lender and the Agent that is United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (other than each such Lender and the Agent, as the case may be, that is treated as an exempt recipient based on the indicators described in U.S. Treasury Regulation Section 1.6049-4(c)(1)(ii)) shall deliver at the time(s) and in the manner(s) described above with respect to the other Internal Revenue Service Forms, to the Borrower and the Agent, two (2) accurate and complete original signed copies of Internal Revenue Service Form W-9 (or successor form) certifying that such person is exempt from United States backup withholding tax on payments made hereunder or on any Note. Each Lender and the Agent further undertakes to deliver to each of the Borrower and the Agent renewals or additional copies of such form (or any

successor form) (x) on or before the date that such form expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, and (z) from time to time upon reasonable request by the Borrower or the Agent. All forms or amendments described in the preceding sentence shall certify that such Lender, the Agent or such applicable beneficial owner, as the case may be, is entitled to receive payments under this Agreement or under any Note without deduction or withholding of any United States federal income taxes, and in the case where such Lender has delivered a Form W-8IMY (or successor form), such Lender delivers all forms or amendments, including duly completed United States Internal Revenue Service applicable Forms W-8s or W-9s (or successor forms), in each case establishing that each beneficial owner of the payments to be made under this Agreement or any Note is entitled to receive payments under this Agreement or any Note without deduction or withholding of any United States federal income taxes, and applicable withholding statements, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender, the Agent or such applicable beneficial owner, as the case may be, from duly completing and delivering any such form or amendment with respect to it and such applicable beneficial owner and such Lender or the Agent, as the case may be, advises the Borrower and the Agent that it and such applicable beneficial owner is not capable of receiving payments without any deduction or withholding of United States federal income tax.

(v) For any period during which a Lender or the Agent has failed to provide the Borrower and the Agent with an appropriate form referred to in clause (iv) above in each case establishing that the Agent or such Lender, and in the case where such Lender has delivered a Form W-8IMY (or successor form), each beneficial owner of the payments to be made under this Agreement or any Note, is entitled to receive payments under this Agreement or any Note without deduction or withholding of any United States Federal income taxes (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Lender or the Agent, as applicable, shall not be entitled to any increase in payments or to indemnification under this Section 3.5 with respect to Taxes imposed by the United States as a result of such failure; provided that, should a Lender or the Agent, as the case may be, which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under clause (iv) above, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

(vi) Any Lender or Agent that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the

Borrower (with a copy to the Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate. For any period during which a Lender or the Agent, as applicable, has failed to provide the Borrower and the Agent with such properly completed and executed documentation, such Lender or the Agent, as applicable, shall not be entitled to any increase in payments or to indemnification under this Section 3.5.

(vii) If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Agent or the Borrower did not properly withhold tax from amounts paid to or for the account of any Lender or beneficial owner (because the appropriate form was not delivered or properly completed, because such Lender failed to notify the Agent and the Borrower of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender or beneficial owner shall indemnify the Agent and the Borrower fully for all amounts paid, directly or indirectly, by the Agent or the Borrower, as the case may be, as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Agent under this subsection, together with all costs and expenses related thereto (including attorneys fees of attorneys for the Agent). The obligations of the Lenders under this Section 3.5(vii) shall survive the payment of the Obligations and termination of this Agreement.

(viii) If any Lender or the Agent determines that it has actually received any refund of Taxes paid by the Borrower for such Lender or the Agent pursuant to this Section 3.5, such Lender or the Agent shall reimburse the Borrower in an amount equal to such refund, after tax, and net of all expenses incurred by such Lender or Agent in connection with such refund.

3.6. Lender Statements; Survival of Indemnity . Each Lender shall notify the Borrower of any event occurring after the Restatement Effective Date entitling such Lender to compensation under Section 3.1, 3.2, 3.4 or 3.5 as promptly as practicable, but in any event within 45 days, after such Lender obtains actual knowledge thereof; provided that if any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable under Sections 3.1, 3.2, 3.4 or 3.5 in respect of any costs resulting from such event, only be entitled to payment for costs incurred from and after the date 45 days prior to the date that such Lender does give such notice. Together with each notice required by the previous sentence, any Lender requesting compensation shall deliver a certificate of such Lender to the Borrower (with a copy to the Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written certificate shall (i) set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error and (ii) set forth that it is the policy or general practice of such Lender to request compensation for comparable costs in similar circumstances under comparable provisions of other credit agreements for comparable customers. Determination of amounts payable under such Sections in connection with a Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar Loan through

the purchase of a deposit of the type, currency and maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Revolving Loan, whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in the written certificate of any Lender shall be payable within fifteen (15) days after receipt by the Borrower of such written certificate. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.

3.7. Alternative Lending Installation . To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, reasonably disadvantageous to such Lender. A Lender’s designation of an alternative Lending Installation shall not affect the Borrower’s rights under Section 2.19 to replace a Lender.

ARTICLE IV

CONDITIONS PRECEDENT

4.1. Effectiveness of Commitments . This Agreement shall not become effective, nor shall any Lender be required to make any Credit Extension hereunder, unless all legal matters incident to the making of the initial Credit Extension shall be satisfactory to the Lenders and their counsel and on or before July 5, 2007 the following conditions precedent have been satisfied or waived by the Required Lenders and the Borrower has furnished to the Agent with sufficient copies for the Lenders:

4.1.1 Copies of the articles or certificate of incorporation (or the equivalent thereof) of each Credit Party, in each case, together with all amendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of organization.

4.1.2 Copies, certified by the Secretary or Assistant Secretary (or the equivalent thereof) of each Credit Party, in each case, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Credit Party is a party.

4.1.3 An incumbency certificate, executed by the Secretary or Assistant Secretary (or the equivalent thereof) of each Credit Party which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Credit Party authorized to sign the Loan Documents to which it is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Credit Party.

4.1.4 A certificate reasonably acceptable to the Agent, signed by the chief financial officer of the Parent, stating that on the initial Credit Extension Date (a) no Default or Unmatured Default has occurred and is continuing, (b) all of the representations and warranties in Article V shall be true and correct in all material

respects as of such date and (c) except as disclosed in the Identified Disclosure Documents, no material adverse change in the business, condition (financial or otherwise), operations, Properties or prospects of the Parent and its Subsidiaries taken as a whole, or the Borrower and its Subsidiaries taken as a whole, has occurred since December 31, 2006.

4.1.5 An initial compliance certificate, dated as of the Restatement Effective Date and reflecting calculations as of March 31, 2007, in substantially the form of Exhibit B hereto.

4.1.6 Written opinions of the Credit Parties’ US counsel, in form and substance reasonably satisfactory to the Agent and addressed to the Lenders, in substantially the form of Exhibit A hereto.

4.1.7 Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender or its registered assigns.

4.1.8 A certificate of value, solvency and other appropriate factual information in form and substance reasonably satisfactory to the Agent and Arranger from the chief financial officer or treasurer of the Parent (on behalf of the Parent and its Subsidiaries) in his or her representative capacity supporting the conclusions that as of the initial Credit Extension Date the Parent and its Subsidiaries on a consolidated basis are Solvent and will be Solvent subsequent to incurring the Indebtedness contemplated under the Loan Documents.

4.1.9 Evidence satisfactory to the Agent that the Borrower has paid to the Agent and the Arranger the fees agreed to in the fee letter dated June 5, 2007, among the Agent, the Arranger and the Borrower.

4.1.10 Such other documents as any Lender or its counsel may have reasonably requested, including, without limitation, those documents set forth in Exhibit F hereto.

4.2. Each Credit Extension . The Lenders shall not (except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans extended for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Credit Extension Date:

4.2.1 There exists no Default or Unmatured Default.

4.2.2 The representations and warranties contained in Article V are true and correct in all material respects as of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.

Each Borrowing Notice, request for issuance of a Facility LC or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC, with respect to each such Credit Extension shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2.1 and 4.2.2 have been satisfied.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Each of the Parent and the Borrower represents and warrants to each Lender and the Agent as of each of (i) the Restatement Effective Date, (ii) the date of the initial Credit Extension hereunder (if different from the Restatement Effective Date) and (iii) each date as required by Section 4.2:

5.1. Existence and Standing . Each of the Parent and its Subsidiaries (i) is a corporation, partnership (in the case of Subsidiaries other than the Borrower only) or limited liability company duly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization, (ii) has all requisite corporate, partnership or limited liability company power and authority, as the case may be, to own, operate and encumber its Property and (iii) is qualified to do business and is in good standing (to the extent such concept applies to such entity) in all jurisdictions where the nature of the business conducted by it makes such qualification necessary and where failure to so qualify would reasonably be expected to have a Material Adverse Effect.

5.2. Authorization and Validity . Each Credit Party has the requisite corporate, partnership or limited liability company, as the case may be, power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by each Credit Party of the Loan Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by requisite corporate, partnership or limited liability company, as the case may be, proceedings, and the Loan Documents to which each Credit Party is a party constitute legal, valid and binding obligations of such Credit Party enforceable against such Credit Party in accordance with their terms, except as enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyances, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally; (ii) general equitable principles (whether considered in a proceeding in equity or at law); and (iii) requirements of reasonableness, good faith and fair dealing.

5.3. No Conflict; Government Consent . Neither the execution and delivery by any Credit Party of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (i) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party or (ii) such Credit Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture or material instrument or agreement to which such Credit Party is a party or is subject, or by which it, or its Property, may be bound or affected, or conflict with, or constitute a default under, or result in or require, the creation or imposition of any Lien in, of or on the Property of such Credit Party pursuant to the terms of any such indenture or material instrument or agreement (other than any Lien of the Agent on behalf of the Holders of Secured Obligations). Other than the filing of UCC financing statements and intellectual property-related filings in the applicable filing offices to perfect the Liens of the

Agent in favor of the Holders of Secured Obligations granted pursuant to the Loan Documents, no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by any Credit Party, is required to be obtained by such Credit Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents except where the failure to so make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

5.4. Financial Statements . The December 31, 2006 consolidated financial statements of the Parent and its Subsidiaries heretofore delivered to the Agent and the Lenders were prepared in accordance with generally accepted accounting principles in effect on the date such statements were prepared and fairly present in all material respects the consolidated financial condition and operations of the Parent and its Subsidiaries at such date and the consolidated results of their operations for the period then ended.

5.5. Material Adverse Change . Since December 31, 2006, except as disclosed in the Identified Disclosure Documents, there has been no change in the business, condition (financial or otherwise), operations, Properties or prospects of the Parent and its Subsidiaries taken as a whole, or the Borrower and its Subsidiaries taken as a whole, which would reasonably be expected to have a Material Adverse Effect.

5.6. Taxes . The Parent, the Borrower and the Subsidiaries have filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes shown to be due thereon or pursuant to any assessment received by the Parent, the Borrower or any Subsidiaries, except in respect of such taxes, if any, (i) as are being contested in good faith and as to which adequate reserves have been provided in accordance with Agreement Accounting Principles and as to which no Lien exists (except as permitted by Section 6.15.2) or (ii) as to which the failure to file such return or pay such taxes would not reasonably be expected to have a Material Adverse Effect. As of the Restatement Effective Date, the United States income tax returns of the Parent, the Borrower and the Subsidiaries have been audited by the Internal Revenue Service through the fiscal year ended December 31, 2003, and, as of the Restatement Effective Date, no Liens have been filed and no claims are being asserted with respect to such taxes shown to be due on such returns. The charges, accruals and reserves on the books of the Parent, the Borrower and the Subsidiaries in respect of any taxes or other governmental charges are adequate under Agreement Accounting Principles.

5.7. Litigation and Contingent Obligations . There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their executive officers, threatened against the Parent, the Borrower or any Subsidiaries which would reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Revolving Loans. As of December 31, 2006, other than any liability incident to any litigation, arbitration or proceeding which would not reasonably be expected to have a Material Adverse Effect, none of the Parent, the Borrower or any Subsidiary had any contingent obligations required to be reflected on the Parent’s consolidated balance sheet in

accordance with generally accepted accounting principles, and not provided for or disclosed in the financial statements referred to in Section 5.4, in an aggregate amount in excess of $10,000,000.

5.8. Subsidiaries . Schedule 5.8 contains an accurate list of all Subsidiaries of the Parent as of the Restatement Effective Date, setting forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by the Parent or other Subsidiaries. All of the issued and outstanding shares of capital stock or other ownership interests of such Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

5.9. ERISA . During the twelve consecutive month period prior to the Restatement Effective Date, the date of the initial Credit Extension and the date of any subsequent Credit Extension, (i) no formal step has been taken to terminate any Plan, other than a standard termination under Section 4041(b) of ERISA and (ii) no contribution failure has occurred with respect to any Plan sufficient to give rise to a Lien under Section 302(f) of ERISA. During the twelve consecutive month period prior to the Restatement Effective Date, the date of the initial Credit Extension and the date of any subsequent Credit Extension, neither the Parent nor any other member of the Controlled Group has incurred, or is reasonably expected to incur, pursuant to Section 4201 of ERISA, any withdrawal liability to Multiemployer Plans that would reasonably be expected to exceed in the aggregate $20,000,000. Each Plan complies with all applicable requirements of law and regulations except with respect to non-compliance that would not reasonably be expected to have a Material Adverse Effect. During the twelve consecutive month period prior to the Restatement Effective Date, the date of the initial Credit Extension and the date of any subsequent Credit Extension, neither the Parent nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan within the meaning of Title IV of ERISA or initiated steps to do so, and, to the knowledge of the Parent, no steps have been taken to reorganize or terminate, within the meaning of Title IV of ERISA, any Multiemployer Plan which withdrawal, reorganization or termination would reasonably be expected to exceed in the aggregate $20,000,000.

5.10. Accuracy of Information . The written information, exhibits or reports furnished by the Parent, the Borrower or any Subsidiary to the Agent or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents (other than projected and pro forma information), considered as a whole, do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not materially misleading. The projected and pro forma financial information furnished by or on behalf of the Parent, the Borrower or any Subsidiary to the Agent or any Lender in connection with the negotiation of, or compliance with, the Loan Documents, were prepared in good faith based upon assumptions believed to be reasonable at the time.

5.11. Regulation U . Neither the Parent, the Borrower nor any Subsidiary is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate of buying or carrying margin stock (as defined in Regulation U), and after applying the proceeds of each Credit Extension, margin stock

(as defined in Regulation U) constitutes less than 25% of the value of those assets of the Parent, the Borrower and the Subsidiaries which are subject to any limitation on sale, pledge, or any other restriction on disposition hereunder.

5.12. Compliance With Laws . The Parent, the Borrower and the Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property, except to the extent any failure to so comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

5.13. Ownership of Properties . The Parent, the Borrower and the Subsidiaries have good title, free of all Liens other than those permitted by Section 6.15, to all of the assets reflected in the Parent’s most recent consolidated financial statements provided to the Agent, as owned by the Parent, the Borrower and the Subsidiaries except (i) assets sold or otherwise transferred as permitted under Section 6.12 and (ii) to the extent the failure to hold such title would not reasonably be expected to have a Material Adverse Effect.

5.14. Plan Assets; Prohibited Transactions . None of the Credit Parties is an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code), and assuming the accuracy of the representations and warranties made in Section 9.12 and in any assignment made pursuant to Section 12.3.3, neither the execution of this Agreement nor the making of Revolving Loans hereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

5.15. Environmental Matters . To the knowledge of the Borrower, no facts, circumstances or conditions currently exist with respect to the Parent and its Subsidiaries that would reasonably be expected to result in the Parent or such Subsidiary incurring liability under Environmental Law that would reasonably be expected to have a Material Adverse Effect. Neither the Parent, the Borrower nor any Subsidiary has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable Environmental Laws or are the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action would reasonably be expected to have a Material Adverse Effect.

5.16. Investment Company Act . Neither the Parent, the Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

5.17. Insurance . The Parent has caused the Borrower and each Subsidiary to maintain with financially sound and reputable insurance companies insurance on their Property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as is consistent with sound business practice for Persons engaged in the same or similar business and which are similarly situated to the Borrower.

5.18. Solvency . After giving effect to (i) the Credit Extensions to be made on the Restatement Effective Date or such other date as Credit Extensions requested hereunder are made, (ii) the other transactions contemplated by this Agreement and the other Loan Documents, and (iii) the payment and accrual of all transaction costs with respect to the foregoing, the Parent and its Subsidiaries taken as a whole are Solvent.

5.19. Collateral Documents . The Collateral Documents create, as security for the obligations purported to be secured thereby, a valid and enforceable interest in and Lien on all of the Properties covered thereby in favor of the Agent, and upon the filing of any financing statements, notices or mortgages contemplated thereby in the offices specified therein, such Liens shall be superior to and prior to the right of all third Persons (other than Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens)) and subject to no other Liens (other than Liens permitted under Section 6.15).

5.20. No Default or Unmatured Default . No Default or Unmatured Default has occurred and is continuing.

ARTICLE VI

COVENANTS

During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing:

6.1. Financial Reporting . The Parent and the Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and the Borrower will furnish to the Agent (which shall furnish copies to the Lenders via IntraLinks or other similar password protected, restricted internet site):

6.1.1 Within 90 days after the close of each of the Parent’s fiscal years (commencing with the fiscal year ending December 31, 2007), financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) an audit opinion, unqualified as to scope, of a nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Lenders and (b) a certificate of said accountants that, in the course of their examination necessary for their opinion, they have obtained no knowledge of any Default under any of Sections 6.21 through 6.24 insofar as such Sections relate to accounting matters, or if, in the opinion of such accountants, any Default shall exist, stating the nature and status thereof.

6.1.2 Within 45 days after the close of the first three (3) quarterly periods of each of the Parent’s fiscal years, for the Parent and its Subsidiaries, consolidated unaudited

balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, in all material respects, compliance with Agreement Accounting Principles by its chief financial officer, controller or treasurer.

6.1.3 Together with (i) the financial statements required under Sections 6.1.1 and 6.1.2, a compliance certificate in substantially the form of Exhibit B signed by its chief financial officer, controller or treasurer showing the calculations necessary to determine compliance with this Agreement, which certificate shall also state that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof, and (ii) each compliance certificate described in clause (i) relating to the financial statements required under Section 6.1.1, supplements to the schedules to the Security Agreement and the Intellectual Property Security Agreements reflecting any matter hereafter arising which, if existing or occurring at the Restatement Effective Date, would have been required to be set forth on the schedules delivered as of the Restatement Effective Date, provided that notwithstanding that any such supplement may disclose the existence or occurrence of events, facts or circumstances which are either prohibited by the terms of this Agreement or any other Loan Documents or which result in the material breach of any representation or warranty, such supplement shall not be deemed either an amendment thereof or a waiver of such breach unless expressly consented to in writing by Agent and the requisite number of Lenders under Section 8.2, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by the Agent or any Lender of any Default disclosed therein, and any items disclosed in any such supplemental disclosures shall be included in the calculation of any limits, baskets or similar restrictions contained in this Agreement or any of the other Loan Documents.

6.1.4 Within 60 days after the close of each of the Parent’s fiscal years, a copy of the plan and forecast consisting of a projected balance sheet, income statements and cash flow statements, and any narrative prepared with respect thereto, of the Parent and its Subsidiaries for the upcoming fiscal year prepared in such detail as shall be reasonably satisfactory to the Agent.

6.1.5 Within 270 days after the close of each fiscal year of the Parent, if applicable, a copy of the actuarial report showing the funding status of each Single Employer Plan as of the valuation date occurring in such fiscal year, certified by an actuary enrolled under ERISA.

6.1.6 As soon as possible and in any event within 10 days after (i) the inception of any formal step to terminate any Plan, other than a standard termination under Section 4041(b) of ERISA, (ii) a contribution failure with respect to any Plan sufficient to give rise to a Lien under Section 302(f) of ERISA, or (iii) the making of any application under Section 303 of ERISA for the waiver of the minimum funding requirements under Section 302(a) of ERISA, notice of any such event and the action which the Parent proposes to take with respect thereto.

6.1.7 As soon as possible and in any event within 10 days after receipt by the Parent, the Borrower or any Subsidiary, a copy of (a) any notice or claim to the effect that the Parent, the Borrower or any Subsidiary is or may be liable to any Person as a result of the release by the Parent, the Borrower, any Subsidiary, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any Environmental Law by the Parent, the Borrower or any Subsidiary, which, in either case, would reasonably be expected to have a Material Adverse Effect.

6.1.8 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Parent, the Borrower or any Subsidiary publicly files with the SEC.

6.1.9 Such other information (including non-financial information) as the Agent or any Lender may from time to time reasonably request.

6.2. Use of Proceeds . The Parent and the Borrower will, and will cause each Subsidiary to, use the proceeds of the Credit Extensions for general corporate purposes, including, without limitation, for working capital, Permitted Acquisitions, distributions permitted under Section 6.10 and payment of fees and expenses incurred in connection with this Agreement. The Borrower shall use the proceeds of Credit Extensions in compliance with all applicable legal and regulatory requirements and any such use shall not result in a violation of any such requirements, including, without limitation, Regulation U and X.

6.3. Notice of Default . Within five (5) Business Days after an Authorized Officer becomes aware thereof, the Borrower will give notice in writing to the Lenders of the occurrence of (i) any Default or Unmatured Default and (ii) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect.

6.4. Conduct of Business . The Parent and the Borrower will, and will cause each Subsidiary to, carry on and conduct its business in substantially the same fields of enterprise as conducted by the Parent or its Subsidiaries as of the Restatement Effective Date and those reasonably related thereto and reasonable extensions thereof, and do all things necessary (subject to Section 6.11) to remain duly incorporated or organized, validly existing and (to the extent such concept applies to such entity) in good standing as a corporation, partnership or limited liability company in its jurisdiction of incorporation or organization, as the case may be, and remain qualified to do business and remain in good standing (to the extent such concept applies to such entity) in all jurisdictions where the nature of the business conducted by it makes such qualification necessary and where failure to so qualify would reasonably be expected to have a Material Adverse Effect.

6.5. Taxes . The Parent and the Borrower will, and will cause each Subsidiary to, timely file complete and correct United States federal and foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or Property, except (i) those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with Agreement Accounting Principles and with respect to which no Lien exists or (ii) those taxes, assessments, charges and levies which by reason of the amount involved or the

remedies available to the applicable taxing authority would not reasonably be expected to have a Material Adverse Effect.

6.6. Insurance . The Parent will cause the Borrower, and each Subsidiary to, maintain with financially sound and reputable insurance companies insurance on their Property in such amounts, subject to such deductibles and self-insurance retentions, and covering such properties and risks as is consistent with sound business practice for Persons engaged in the same or similar business and which similarly situated to the Borrower, and the Borrower will furnish to the Agent upon request full information as to the insurance carried. The Borrower shall deliver to the Agent endorsements in form and substance acceptable to the Agent (x) to all policies covering risk of loss or damage to tangible property of the Parent, the Borrower and each Guarantor naming the Agent as loss payee and (y) to all general liability and other liability policies naming the Agent as an additional insured. In the event the Parent, the Borrower or any Subsidiary at any time or times hereafter shall fail to obtain or maintain any of the policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums. All sums so disbursed by the Agent shall constitute part of the Obligations, payable as provided in this Agreement.

6.7. Compliance with Laws . The Parent and the Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject including, without limitation, all Environmental Laws and Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

6.8. Maintenance of Properties . Subject to Section 6.12, the Parent and the Borrower will, and will cause each Subsidiary to, do all things necessary to maintain, preserve, protect and keep its Property used in the operation of its business in good repair, working order and condition (ordinary wear and tear and casualty excepted), and make all necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

6.9. Inspection; Keeping of Books and Records . The Parent and the Borrower will, and will cause each Subsidiary to, permit upon two (2) Business Days’ prior written notice to the Borrower (except when a Default or Unmatured Default has occurred and is continuing, in which case no prior notice will be required) the Agent and the Lenders (after notice to and coordination with, the Agent), by their respective representatives and agents, to inspect any of the Property, books and financial records of the Parent, the Borrower and each Subsidiary, to examine and make copies of the books of accounts and other financial records of the Parent, the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of the Parent, the Borrower and each Subsidiary with, and to be advised as to the same by, their respective officers at such reasonable times and intervals as the Agent or any Lender may designate. The exercise of the rights under the preceding sentence (i) by or on behalf of any Lender shall, unless occurring at a time when a Default or Unmatured Default shall be continuing, be at such Lender’s expense and

(ii) by or on behalf of the Agent, other than the first such inspection occurring during any calendar year or any inspections occurring at a time when a Default or Unmatured Default is continuing, shall be at the Agent’s expense; all other such inspections shall be at the Borrower’s expense. The Parent and the Borrower shall keep and maintain, and cause each of the Subsidiaries to keep and maintain, in all material respects, complete, accurate and proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities. If a Default has occurred and is continuing, the Parent and the Borrower, upon the Agent’s request, shall turn over copies of any such records to the Agent or its representatives.

6.10. Dividends . The Parent and the Borrower will not, nor will they permit any Subsidiary to, declare or pay any dividend or make any distribution on its capital stock (other than dividends payable in its own capital stock) or redeem, repurchase or otherwise acquire or retire any of its capital stock at any time outstanding, except that (i) any Subsidiary of the Borrower may declare and pay dividends or make distributions to the Borrower or to any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower which is not a Wholly-Owned Subsidiary may pay dividends to its shareholders generally so long as the Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such dividends receives at least its proportionate share thereof, (iii) the Borrower may declare and make dividends or distributions to the Parent to enable the Parent to, and the Parent may (a) pay any income, franchise or like taxes, (b) pay its operating expenses (including, without limitation, legal, accounting, reporting, listing and similar expenses) in an aggregate amount not exceeding $5,000,000 in any fiscal year (excluding in any event non-cash charges related to employee compensation or compensation to non-executive members of the Parent’s board of directors) and (c) so long as no Default or Unmatured Default shall be continuing or result therefrom, repurchase its common stock and warrants and/or redeem or repurchase vested management options, in each case, from directors, officers and employees of the Parent and its Subsidiaries, and (iv) so long as no Default or Unmatured Default shall be continuing or result therefrom, the Borrower may make distributions to the Parent and the Parent may redeem, repurchase, acquire or retire an amount of its capital stock or warrants or options therefor, or declare and pay any dividend or make any distribution on its capital stock (collectively, “ Distributions ”), either (a) if at the time of making such Distribution the Leverage Ratio (calculated on a pro forma basis based on the Parent’s most recent financial statements delivered pursuant to Section 6.1 and giving effect to any Permitted Acquisition since the date of such financial statements, such Distribution and any Indebtedness incurred in connection therewith, all in accordance with the terms of this Agreement) is less than or equal to 2.75 to 1.00, on an unlimited basis, and (b) if at the time of making such Distribution the Leverage Ratio (calculated on a pro forma basis based on the Parent’s most recent financial statements delivered pursuant to Section 6.1 and giving effect to any Permitted Acquisition since the date of such financial statements, such Distribution and any Indebtedness incurred in connection therewith, all in accordance with the terms of this Agreement) is greater than 2.75 to 1.00 in an amount not greater than the Maximum Payment Amount.

6.11. Merger . The Parent and the Borrower will not, nor will they permit any Subsidiary to, merge or consolidate with or into any other Person, except that:

6.11.1 A Guarantor may merge into (i) the Borrower, provided the Borrower shall be the continuing or surviving corporation, or (ii) another Guarantor or any other Person that becomes a Guarantor promptly upon the completion of the applicable merger or consolidation.

6.11.2 A Subsidiary that is not a Guarantor and not required to be a Guarantor may merge or consolidate with or into any other Person; provided , however , that if the equity interests of such Subsidiary have been pledged to the Agent as Collateral, then such merger or consolidation shall not be permitted unless such Subsidiary is the surviving entity of such merger or consolidation or the equity interest of the surviving entity have been pledged to the Agent as Collateral or such merger or consolidation is approved in writing by the Agent prior to the consummation thereof.

6.11.3 The Borrower or any Subsidiary of the Borrower may consummate any merger or consolidation in connection with any Permitted Acquisition; provided that in any such merger or consolidation to which the Borrower is a party, the Borrower shall be the continuing or surviving corporation.

6.12. Sale of Assets . The Parent and the Borrower will not, nor will they permit any Subsidiary to, lease, sell, transfer or otherwise dispose of its Property to any other Person, except:

6.12.1 Sales of inventory in the ordinary course of business.

6.12.2 A disposition of assets (i) by the Parent or any Subsidiary to any Credit Party, (ii) by a Subsidiary that is not a Guarantor and not required to be a Guarantor to any other Subsidiary, and (iii) subject to Section 6.24, by any Credit Party to any Foreign Subsidiary.

6.12.3 A disposition of (i) obsolete property, property no longer used in the business of the Parent, the Borrower or any Subsidiary or other assets in the ordinary course of business of the Parent, the Borrower or any Subsidiary and (ii) the properties identified on Schedule 6.12.

6.12.4 A disposition of assets for an aggregate purchase price of up to $350,000,000 at any one time outstanding pursuant to, and in accordance with, Receivables Purchase Facilities unless (a) a Default has occurred and is continuing under Sections 7.6 or 7.7, or (b) the Agent shall have given written notice to the Borrower prohibiting dispositions under this Section 6.12 following the occurrence and during the continuance of a Default under clauses (i), (ii) or, solely with respect to interest, (iii) of Section 7.2.

6.12.5 Transfers of condemned Property to the respective governmental authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and the transfer of Properties that have been subject to a casualty to the respective insurer (or its designee) of such Property as part of an insurance settlement.

6.12.6 The license or sublicense of software, trademarks, and other intellectual property which do not materially interfere with the business of the Parent and its Subsidiaries, taken as a whole.

6.12.7 Consignment arrangements (as consignor or consignee) or similar arrangements for the sale of goods in the ordinary course of business of the Parent and its Subsidiaries, taken as a whole.

6.12.8 The discount or sale, in each case without recourse and in the ordinary course of business, of receivables more than 90 days overdue and arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables).

6.12.9 Leases or subleases or licenses of real property to other Persons not materially interfering with the business of the Parent and its Subsidiaries, taken as a whole.

6.12.10 Leases, sales or other dispositions of its Property that (i) are for consideration consisting at least seventy-five percent (75%) of cash, (ii) are for not less than fair market value, and (iii) together with all other Property of the Parent, the Borrower and the Subsidiaries previously leased, sold or disposed of (other than dispositions otherwise permitted by this Section 6.12) as permitted by this Section 6.12.10 during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not exceed $30,000,000 in the aggregate.

6.12.11 Dispositions of Cash Equivalent Investments in the ordinary course of business.

6.12.12 Dispositions of shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasury.

6.13. Investments and Acquisitions . The Parent and the Borrower will not, nor will they permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

6.13.1 Cash and Cash Equivalent Investments.

6.13.2 Existing Investments in Subsidiaries and other Investments in existence on the Restatement Effective Date and described in Schedule 6.13 and any renewal or extension of any such Investments that does not increase the amount of the Investment being renewed or extended as determined as of such date of renewal or extension.

6.13.3 Investments in trade receivables or received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent

obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business.

6.13.4 Investments consisting of intercompany loans permitted under Section 6.14.6.

6.13.5 Acquisitions meeting the following requirements or otherwise approved by the Required Lenders (each such Acquisition constituting a “Permitted Acquisition”):

(i) as of the date of the consummation of such Acquisition, no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition, and the representation and warranty contained in Section 5.11 shall be true both before and after giving effect to such Acquisition;

(ii) such Acquisition is initiated by Borrower and consummated on a non-hostile basis and consummated pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired;

(iii) the business to be acquired in such Acquisition is similar or reasonably related to one or more of the lines of business in which the Parent, the Borrower and the Subsidiaries are engaged on the Restatement Effective Date;

(iv) as of the date of the consummation of such Acquisition, all material governmental and corporate approvals required in connection therewith shall have been obtained;

(v) with respect to each Permitted Acquisition with respect to which the Purchase Price shall be greater than $75,000,000, not less than ten (10) days prior to the consummation of such Permitted Acquisition, the Borrower shall have delivered to the Agent a pro forma consolidated balance sheet, income statement and cash flow statement of the Parent and the Subsidiaries (the “Acquisition Pro Forma”), based on the Parent’s most recent financial statements delivered pursuant to Section 6.1 and taking into account such Permitted Acquisition (including, for purposes of Consolidated EBITDA, factually supportable and identifiable costs savings and expenses, in accordance with Regulation S-X under the Securities Act of 1933 and satisfactory to the Agent), the funding of all Credit Extensions in connection therewith (and the use of the proceeds thereof) and the repayment of any Indebtedness in connection with such Permitted Acquisition, and such Acquisition Pro Forma shall reflect that, on a pro forma basis, the Parent would have been in compliance with the financial covenants set forth in Sections 6.20 and 6.21 for the four fiscal quarter period reflected in the compliance certificate most recently delivered to the Agent pursuant to Section 6.1.3 prior to the consummation of such Permitted Acquisition (giving effect to each of the adjustments described above as if made on the first day of such period); and

(vi) prior to, or with respect to clauses (A) and (B) below, concurrently with, the consummation of, each such Permitted Acquisition, the Borrower shall deliver to

the Agent a documentation, information and certification package in form and substance reasonably acceptable to the Agent, including, without limitation;

(A) in the case of an Acquisition by or of a Domestic Subsidiary, the Collateral Documents necessary for the perfection of a first priority security interest (subject to Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens)) in all of the assets to be acquired or the equity interests and assets of the entity to be acquired, or, in the case of the Acquisition of a Material Foreign Subsidiary, all of the applicable Collateral Documents required by Section 6.23, together with opinions of counsel, if requested by the Agent, in each case in form and substance reasonably acceptable to the Agent;

(B) a supplement to the Guaranty if the Permitted Acquisition is an Acquisition of equities and the target company would qualify as a Domestic Subsidiary after the Acquisition but will not be merged with the Borrower or any existing Domestic Subsidiary;

(C) with respect to each Permitted Acquisition the Purchase Price of which shall be greater than $75,000,000, the financial statements of the target entity, if any, delivered by the seller(s) to the purchaser;

(D) a copy of the acquisition agreement for such Acquisition, together with drafts of the material schedules thereto;

(E) a copy of all documents, instruments and agreements with respect to any Indebtedness to be incurred or assumed in connection with such Acquisition; and

(F) such other documents or information as shall be reasonably requested by the Agent or any Lender.

6.13.6 Investments constituting promissory notes and other non-cash consideration received in connection with any transfer of assets permitted under Section 6.12.10.

6.13.7 Investments (x) constituting customer advances not to exceed $20,000,000 at any one time outstanding and (y) arising as a result of any required payment under any Permitted Customer Financing Guaranty.

6.13.8 Extensions of trade credit in the ordinary course of business consistent with the Parent’s, the Borrower’s and the Subsidiaries’ past practices.

6.13.9 Investments constituting Rate Management Transactions permitted under Section 6.17.

6.13.10 [Reserved].

6.13.11 Subject to Section 6.24, the creation or formation of new Subsidiaries (as opposed to the Acquisition of new Subsidiaries), so long as all applicable requirements under Section 6.23 shall have been, or concurrently therewith are, satisfied.

6.13.12 Investments constituting expenditures for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Parent and its Subsidiaries prepared in accordance with Agreement Accounting Principles to the extent otherwise permitted under this Agreement.

6.13.13 Investments by (i) the Parent and its Subsidiaries in any Credit Party, (ii) any Subsidiary which is not a Guarantor and is not required to be a Guarantor in any other Subsidiary which is not a Guarantor and is not required to be a Guarantor and (iii) subject to Section 6.24, any Credit Party in any Foreign Subsidiary.

6.13.14 Deposits made in the ordinary course of business and referred to in Sections 6.15.4, 6.15.6 and 6.15.7.

6.13.15 Investments in connection with any Receivables Purchase Facility permitted under this Agreement.

6.13.16 Additional Investments in an amount not to exceed $40,000,000 at any one time outstanding.

6.14. Indebtedness . The Parent and the Borrower will not, nor will they permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

6.14.1 The Obligations.

6.14.2 Indebtedness existing on the Restatement Effective Date and described in Schedule 6.14, and any replacement, renewal, refinancing or extension of any such Indebtedness that (i) does not exceed the aggregate principal amount (plus accrued interest and any applicable premium and associated fees and expenses) of the Indebtedness being replaced, renewed, refinanced or extended, (ii) does not have a Weighted Average Life to Maturity at the time of such replacement, renewal, refinancing or extension that is less than the Weighted Average Life to Maturity of the Indebtedness being replaced, renewed, refinanced or extended and (iii) does not rank at the time of such replacement, renewal, refinancing or extension senior to the Indebtedness being replaced, renewed, refinanced or extended.

6.14.3 Indebtedness arising under Rate Management Transactions.

6.14.4 Amounts owing under Receivables Purchase Facilities which in the aggregate at any time do not exceed $350,000,000.

6.14.5 Secured or unsecured purchase money Indebtedness (including Capitalized Leases) incurred by the Parent, the Borrower or any Subsidiary after the Restatement Effective Date to finance the acquisition of assets used in its business, if (i) such Indebtedness does not exceed the lower of the fair market value or the cost of the applicable fixed assets (and related services purchased and ancillary expenses incurred in connection therewith) on the date acquired, (ii) such Indebtedness does not exceed $25,000,000 in the aggregate outstanding at any time, and (iii) any Lien securing such Indebtedness is permitted under Section 6.15 (such Indebtedness being referred to herein as “Permitted Purchase Money Indebtedness”).

6.14.6 Indebtedness arising from intercompany loans and advances made by (i) the Parent or any Subsidiary to any Credit Party, (ii) any Subsidiary that is not a Guarantor to any other Subsidiary that is not a Guarantor, (iii) subject to Section 6.24, any Credit Party to any Foreign Subsidiary; provided that all such Indebtedness shall be expressly subordinated to the Secured Obligations.

6.14.7 Indebtedness incurred or assumed by the Parent, the Borrower or any Subsidiary in connection with a Permitted Acquisition but not created in contemplation of such event.

6.14.8 Indebtedness constituting Contingent Obligations otherwise permitted by Section 6.19.

6.14.9 Indebtedness under (i) performance bonds and surety bonds and (ii) bank overdrafts outstanding for not more than two (2) Business Days, in each case incurred in the ordinary course of business.

6.14.10 To the extent the same constitutes Indebtedness, obligations in respect of earn-out arrangements permitted pursuant to a Permitted Acquisition.

6.14.11 Subordinated Indebtedness (including (a) senior subordinated debentures or notes (which may be guaranteed by the Parent and the Borrower’s Subsidiaries) issued to finance the Purchase Price of any Permitted Acquisition and (b) Indebtedness of the Borrower and its Subsidiaries owing to the seller in any Permitted Acquisition), so long as (i) no Default or Unmatured Default shall be continuing as of the date of issuance thereof and the Borrower shall have delivered to the Agent a pro forma consolidated balance sheet, income statement and cash flow statement of the Parent and the Subsidiaries (the “Debt Incurrence Pro Forma”), based on the Parent’s most recent financial statements delivered pursuant to Section 6.1 and taking into account the issuance of such Indebtedness (and the use of the proceeds thereof), and such Debt Incurrence Pro Forma shall reflect that, on a pro forma basis, the Parent would have been in compliance with the financial covenants set forth in Sections 6.20 and 6.21 for the four fiscal quarter period reflected in the compliance certificate most recently delivered to the Agent pursuant to Section 6.1.3 prior to the issuance and use of the proceeds of such Indebtedness (giving effect to the issuance of such Indebtedness (and the use of the proceeds thereof) as if made on the first day of such period) and (ii) such subordinated Indebtedness is unsecured, shall have a maturity date no earlier than the Facility

Termination Date, shall not provide for any voluntary or mandatory principal prepayments or amortization prior to the Facility Termination Date, and shall have terms in respect of interest rate, covenants, defaults and subordination reasonably acceptable to the Agent.

6.14.12 Indebtedness in an aggregate outstanding principal amount not to exceed $200,000,000 at any time so long as (i) no Default or Unmatured Default shall be continuing as of the date of issuance thereof and the Borrower shall have delivered to the Agent a Debt Incurrence Pro Forma, based on the Parent’s most recent financial statements delivered pursuant to Section 6.1 and taking into account the issuance of such Indebtedness (and the use of the proceeds thereof), and such Debt Incurrence Pro Forma shall reflect that, on a pro forma basis, the Parent would have been in compliance with the financial covenants set forth in Sections 6.20 and 6.21 for the four fiscal quarter period reflected in the compliance certificate most recently delivered to the Agent pursuant to Section 6.1.3 prior to the issuance and use of the proceeds of such Indebtedness (giving effect to the issuance of such Indebtedness (and the use of the proceeds thereof) as if made on the first day of such period) and (ii) such Indebtedness shall have a maturity date no earlier than the Facility Termination Date, shall not provide for any mandatory principal prepayments or amortization prior to the Facility Termination Date, and if secured, the holders of such Indebtedness shall have entered into an intercreditor agreement in form and substance reasonably acceptable to the Agent.

6.14.13 Additional Indebtedness (including Indebtedness arising from agreements with any governmental authority or public subdivision or agency thereof relating to the construction of buildings, and the purchase and installation of equipment, to be used in the business of the Parent and its Subsidiaries) in an aggregate outstanding principal amount not to exceed $40,000,000 at any time.

6.15. Liens . The Parent and the Borrower will not, nor will they permit any Subsidiary to, create, incur, or suffer to exist any Lien in, of or on the Property of the Parent, the Borrower or any Subsidiary, except:

6.15.1 Liens, if any, securing Secured Obligations.

6.15.2 Liens for taxes, assessments or governmental charges or levies on its Property to the extent non-payment of such taxes is otherwise permitted by this Agreement.

6.15.3 Liens imposed by law, such as landlords’, wage earners’, carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business which secure payment of obligations not more than 45 days past due or which are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with Agreement Accounting Principles shall have been set aside on its books.

6.15.4 Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation.

6.15.5 Liens existing on the Restatement Effective Date and described in Schedule 6.15.

6.15.6 Deposits securing liability to insurance carriers under insurance or self-insurance arrangements.

6.15.7 Deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business.

6.15.8 Easements, reservations, rights-of-way, restrictions, survey exceptions and other similar encumbrances and minor title imperfections as to real property of the Parent, the Borrower and the Subsidiaries which, in the aggregate, are not material in amount and that do not materially interfere with the ordinary conduct of the business of the Parent, the Borrower or such Subsidiary conducted at the property subject thereto.

6.15.9 Liens arising by reason of any judgment, decree or order of any court or other governmental authority, but only to the extent and for an amount and for a period not resulting in Default under Section 7.8.

6.15.10 Liens arising in connection with a Receivables Purchase Facility permitted under Section 6.14.4.

6.15.11 Liens existing on any specific fixed asset of any Subsidiary of the Borrower at the time such Subsidiary becomes a Subsidiary and not created in contemplation of such event.

6.15.12 Liens on any specific fixed asset securing Indebtedness incurred or assumed for the purpose of financing or refinancing all or any part of the cost of acquiring or constructing such asset; provided that such Lien attaches to such asset concurrently with or within six (6) months after the acquisition or completion or construction thereof.

6.15.13 Liens existing on any specific fixed asset of any Subsidiary of the Borrower at the time such Subsidiary is merged or consolidated with or into the Borrower or any other Subsidiary and not created in contemplation of such event.

6.15.14 Liens existing on any specific fixed asset prior to the acquisition thereof by the Borrower or any Subsidiary and not created in contemplation thereof; provided that such Liens do not encumber any other property or assets, other than improvements thereon and proceeds thereof.

6.15.15 Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted under Sections 6.15.5 and 6.15.11

through 6.15.14; provided that (i) such Indebtedness is not secured by any additional assets, other than improvements thereon and proceeds thereof, and (ii) the amount of such Indebtedness secured by any such Lien is not increased.

6.15.16 Liens securing Permitted Purchase Money Indebtedness; provided that such Liens shall not apply to any property of the Parent, the Borrower or any Subsidiary other than that purchased with the proceeds of such Permitted Purchase Money Indebtedness other than improvements thereon and proceeds thereof.

6.15.17 Liens in respect of Capitalized Lease Obligations to the extent permitted hereunder and Liens arising under any equipment, furniture or fixtures leases or Property consignments to the Parent, the Borrower or any Subsidiary for which the filing of a precautionary financing statement is permitted under the Collateral Documents.

6.15.18 Licenses, leases or subleases granted to others in the ordinary course of business consistent with the Parent’s, the Borrower’s and the Subsidiaries’ past practices that do not materially interfere with the conduct of the business of the Parent, the Borrower and the Subsidiaries taken as a whole.

6.15.19 Statutory and contractual landlords’ Liens under leases to which the Parent, the Borrower or any Subsidiary is a party.

6.15.20 Liens in favor of a banking institution or securities intermediary arising as a matter of applicable law encumbering deposits (including the right of set-off) or financial assets held by such banking institutions or securities intermediaries incurred in the ordinary course of business and which are within the general parameters customary in the banking industry or securities industry.

6.15.21 Liens in favor of customs and revenue authorities arising as a matter of applicable law to secure the payment of customs’ duties in connection with the importation of goods.

6.15.22 Any interest or title of a lessor, sublessor, licensee or licensor under any lease or license agreement permitted by this Agreement.

6.15.23 Liens encumbering cash deposits in an amount not to exceed $30,000,000 to secure Permitted Customer Financing Guarantees.

6.15.24 Liens not otherwise permitted under this Section 6.15 to the extent attaching to Properties and assets with an aggregate fair market value not in excess of, and securing liabilities not in excess of $15,000,000, in the aggregate at any one time outstanding.

6.15.25 Liens securing Indebtedness permitted under Section 6.14.12, so long as the Secured Obligations shall be secured by a Lien on all Property and assets securing such Indebtedness.

6.15.26 Liens on shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasury.

6.16. Affiliates . Except as otherwise permitted by this Agreement, the Parent and the Borrower will not enter into, directly or indirectly, or permit any Subsidiary to enter into, directly or indirectly, any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than the Parent and, subject to Section 6.24, its Subsidiaries) except in the ordinary course of business and pursuant to the reasonable requirements of the Parent’s, the Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Parent, the Borrower or such Subsidiary than the Parent, the Borrower or such Subsidiary would obtain in a comparable arm’s-length transaction, except that any Affiliate who is an individual may serve as a director, officer, employee or consultant of the Parent or any of its Subsidiaries and may receive reasonable compensation for his or her services in such capacity.

6.17. Financial Contracts . The Parent and the Borrower will not, nor will they permit any Subsidiary to, enter into or remain liable upon any Rate Management Transactions except for those entered into (i) by the Borrower and it Subsidiaries in the ordinary course of business for bona fide hedging purposes and not for speculative purposes and (ii) by any SPV in connection with a Receivables Purchase Facility permitted hereunder.

6.18. Subsidiary Covenants . The Parent and the Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (i) to pay dividends or make any other distribution on its stock, (ii) to pay any Indebtedness or other obligation owed to the Parent, the Borrower or any Subsidiary, (iii) to make loans or advances or other Investments in the Parent, the Borrower or any Subsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Parent, the Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (a) this Agreement and the other Loan Documents, (b) documents governing Indebtedness permitted under Sections 16.14.11, 16.14.12 or 16.14.13, (c) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Parent or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing agreement or other contract entered into by Parent and its Subsidiaries in the ordinary course of business, (e) restrictions on the transfer of any asset pending the close of the sale of such asset, (f) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (g) any encumbrance or restriction entered into by a Subsidiary prior to the date such Subsidiary was acquired by the Parent or the Borrower, which encumbrance or restriction does not relate to any Person other than such Subsidiary, and which encumbrance or restriction was not created in contemplation of such acquisition and (h) restrictions on the transfer of any shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasury.

6.19. Contingent Obligations . The Parent and the Borrower will not, nor will they permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor of purchasers in connection with asset

dispositions permitted hereunder, (iii) customary indemnification obligations under such Person’s charter and bylaws (or equivalent formation documents), (iv) indemnities in favor of the Persons issuing title insurance policies insuring the title to any property, (v) guarantees of (a) real property leases and (b) personal property Operating Leases, in each case entered into in the ordinary course of business by the Parent or any of the Subsidiaries, (vi) other Contingent Obligations constituting guarantees of Indebtedness permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of business by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guarantees.

6.20. Leverage Ratio . The Parent and the Borrower will not permit the ratio (the “Leverage Ratio”), determined as of the end of each of its fiscal quarters, of (i) Consolidated Funded Indebtedness to (ii) Consolidated EBITDA for the then most-recently ended four fiscal quarters to be greater than 3.25 to 1.00. The Leverage Ratio shall be calculated as of the last day of each fiscal quarter of the Parent based upon (a) for Consolidated Funded Indebtedness, Consolidated Funded Indebtedness as of the last day of each such fiscal quarter and (b) for Consolidated EBITDA, the actual amount as of the last day of each fiscal quarter for the most recently ended four consecutive fiscal quarters; provided that the Leverage Ratio shall be calculated, with respect to Permitted Acquisitions, on a pro forma basis reasonably satisfactory to the Agent, broken down by fiscal quarter in the Parent’s reasonable judgment.

6.21. Minimum Consolidated Net Worth . The Parent and the Borrower will at all times maintain positive Consolidated Net Worth which shall not be less than (i) $550,000,000 minus (ii) amounts expended by Parent on or after July 1, 2007 in connection with repurchases or redemptions of its capital stock under Section 6.10 plus (iii) 50% of Consolidated Net Income (if positive) earned in each fiscal quarter beginning with the fiscal quarter ending June 30, 2007, plus (iv) 50% of the net cash proceeds resulting from issuances of the Parent’s or any Subsidiary’s capital stock from and after the Restatement Effective Date.

6.22. Capital Expenditures . The Parent and the Borrower will not, nor will they permit any Subsidiary to expend, for Consolidated Capital Expenditures in the acquisition of fixed assets in any fiscal year in the aggregate for the Parent and its Subsidiaries, in excess of (i) $75,000,000 for the period from January 1, 2007 through December 31, 2007; and (ii) $75,000,000 for the period from January 1 through December 31 for each fiscal year thereafter, plus any amount permitted to be expended in the immediately preceding fiscal year (pursuant to the absolute dollar limitation for such preceding fiscal year and not pursuant to any carryover provision from a prior fiscal year) but not expended.

6.23. Subsidiary Collateral Documents; Subsidiary Guarantors . The Parent and the Borrower shall execute or shall cause to be executed:

(i) on the date any Person becomes a Subsidiary of the Parent, if such Subsidiary is a Domestic Subsidiary, (a) a supplement to the Security Agreement in favor of the Agent for the benefit of the Holders of Secured Obligations with respect to all of the equity interests of such Person owned by the Parent and its Domestic Subsidiaries; (b)

a supplement to the Guaranty pursuant to which such Domestic Subsidiary (other than an SPV) shall become a Guarantor; (c) a supplement to the Security Agreement pursuant to which such Domestic Subsidiary (other than an SPV) shall become a grantor thereunder and the other documents required thereby; (d) Intellectual Property Security Agreements with respect to such Domestic Subsidiary’s (other than an SPV) intellectual property; and (e) Collateral Documents in respect of such Domestic Subsidiary’s (other than an SPV) real property (other than leased property) with a fair market value greater than or equal to $2,000,000, in each case to provide the Agent with a first priority perfected security interest therein and Lien thereon (subject to Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens));

(ii) on the date any Person becomes a Material Foreign Subsidiary, as soon as practicable but in any event within thirty (30) days following the date on which such Person became a Material Foreign Subsidiary, a pledge agreement or share mortgage in favor of the Agent for the benefit of the Holders of Secured Obligations with respect to 65% of all of the outstanding equity interests of such Material Foreign Subsidiary; provided, however , in the event that any such Material Foreign Subsidiary is a Wholly-Owned Subsidiary of a Guarantor in connection with which all of the requirements of clause (i) above have been satisfied, and the activities of such Guarantor are limited to owning the equity interests of its Subsidiaries, then, the Agent, at its option, may waive the requirement for the pledge of any of the equities of such Material Foreign Subsidiary under this clause (ii); provided , further , that if at any time any Material Foreign Subsidiary issues or causes to be issued equity interests, such that the aggregate amount of the equity interests of Material Foreign Subsidiary pledged to the Agent for the benefit of the Holders of Secured Obligations is less than 65% of all of the outstanding equity interests of such Person, the Parent shall (A) promptly notify the Agent of such deficiency and (B) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Agent may reasonably request all in form and substance reasonably satisfactory to the Agent in order to cause all of the equities of such Material Foreign Subsidiary owned by the Parent and its Subsidiaries (but not in excess of 65% of all of the outstanding equities thereof) to be pledged to the Agent for the benefit of the Holders of Secured Obligations; and

(iii) in either such case the Parent and the Borrower shall deliver or cause to be delivered to the Agent all such pledge agreements, guarantees, security agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, if reasonably requested by the Agent, UCC financing statements (and the Parent and the Borrower hereby authorize the preparation and filing of all necessary UCC financing statements), real estate title insurance policies, environmental reports, the stock certificates representing the equities subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such pledge) in each case in form and substance reasonably satisfactory to the Agent, and the Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over the Collateral related thereto.

6.24. Foreign Subsidiary Investments . The Parent and the Borrower will not, nor will they permit any other Credit Party to, enter into or suffer to exist Foreign Subsidiary Investments at any time in an aggregate amount greater than $40,000,000 (without giving effect to any revaluation for currency fluctuations after the date any such Investment is made).

ARTICLE VII

DEFAULTS

The occurrence of any one or more of the following events shall constitute a Default:

7.1. Any representation or warranty made or deemed made by or on behalf of the Parent, the Borrower or any Subsidiary to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made or deemed made.

7.2. Nonpayment of (i) principal of any Revolving Loan when due, (ii) any Reimbursement Obligation within one Business Day after the same becomes due, or (iii) interest upon any Revolving Loan or any Commitment Fee, LC Fee or other Obligations under any of the Loan Documents within five (5) Business Days after such interest, fee or other Obligation becomes due.

7.3. The breach by (i) the Parent or the Borrower of any of the terms or provisions of any of Sections 6.2 or 6.3 or any of Sections 6.10 through 6.16, inclusive, Sections 6.18 through 6.22, inclusive, or Section 6.24 or (ii) by any Credit Party of any of the terms or provisions of any of Section 4.1.1 (to the extent that the non-compliance therewith by such Credit Party would independently give rise to a Default under clause (i) of this Section 7.3), 4.1.3 or clauses (i) or (ii) of Section 4.1.4 of the Security Agreement.

7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) or any other Credit Party of any of the terms or provisions of this Agreement or any other Loan Document to which it is a party which is not remedied within (i) five (5) Business Days after the occurrence thereof with respect to any breach of Section 6.1 and (ii) thirty (30) days after written notice from the Agent or any Lender to the Borrower of any other such breach.

7.5. Failure of the Parent, the Borrower or any Subsidiary to pay when due any Material Indebtedness (beyond the applicable grace period with respect thereto, if any); or the default by the Parent, the Borrower or any Subsidiary in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which Material Indebtedness is outstanding, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any such agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any such agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Parent, the Borrower or any Subsidiary shall be declared to be due and

payable or required to be prepaid or repurchased (other than by a regularly scheduled payment or specified mandatory prepayment) prior to the stated maturity thereof; or the Parent, the Borrower or any Subsidiary shall not pay, or admit in writing its inability to pay, its debts generally as they become due.

7.6. Any Credit Party or any Material Foreign Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make a general assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest on a timely basis in good faith any appointment or proceeding described in Section 7.7.

7.7. Without the application, approval or consent of any Credit Party or any Material Foreign Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for such Credit Party or such Material Foreign Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against any Credit Party or any Material Foreign Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days.

7.8. The Parent, the Borrower or any Subsidiary shall fail within 60 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $10,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not (a) stayed on appeal or otherwise being appropriately contested in good faith or (b) paid in full or otherwise fully covered (subject to any applicable deductible) by third-party insurers under the Parent’s or any Subsidiary’s insurance policies.

7.9. Any formal step is taken to terminate any Plan, other than a standard termination under Section 4041(b) of ERISA, or a contribution failure has occurred with respect to any Plan sufficient to give rise to a Lien under Section 302(f) of ERISA.

7.10. Any Change in Control shall occur.

7.11. The Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Parent or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $20,000,000.

7.12. The Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Parent and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased, in the aggregate, over the amounts contributed to such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $20,000,000.

7.13. The Parent, the Borrower or any Subsidiary shall (i) be the subject of any proceeding or investigation pertaining to the release by the Parent, the Borrower or any Subsidiary or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), has resulted in liability to the Parent, the Borrower or any Subsidiary in an amount equal to $20,000,000 or more, which liability is not paid, bonded or otherwise discharged within 60 days or which is not stayed on appeal and being appropriately contested in good faith.

7.14. Any Loan Document shall fail to remain in full force or effect against any Credit Party party thereto (except to the extent such Credit Party has been released from its obligations thereunder in accordance with this Agreement or such other Loan Document or such Loan Document has expired or terminated in accordance with its terms) or any Credit Party shall assert that its obligations thereunder are discontinued, invalid or unenforceable for any reason (other than those enumerated in the first parenthetical above); the Liens created by the Collateral Documents shall at any time not constitute a valid and perfected Lien on the Collateral intended to be covered thereby (to the extent perfection by filing, registration, recordation, or possession is required herein or therein) in favor of the Agent, having the priority contemplated by the Collateral Documents (except to the extent such Liens have been released in accordance with this Agreement or such other Loan Document)

7.15. An event (such event, an “Off-Balance Sheet Trigger Event”) shall occur which (i) permits the investors or purchasers in respect of Off-Balance Sheet Liabilities of the Parent, any Subsidiary or any SPV to require the amortization or liquidation of such Off-Balance Sheet Liabilities as a result of the non-payment of any Off-Balance Sheet Liability having an aggregate outstanding principal amount (or similar outstanding liability) greater than or equal to $25,000,000 and (x) such Off-Balance Sheet Trigger Event shall not be remedied or waived within the later to occur of the tenth day after the occurrence thereof or the expiry date of any grace period related thereto under the agreement evidencing such Off-Balance Sheet Liabilities, or (y) such investors shall require the amortization or liquidation of such Off-Balance Sheet Liabilities as a result of such Off-Balance Sheet Trigger Event, or (ii) causes the replacement or substitution of the Parent, any Subsidiary or any SPV as the servicer under the agreements evidencing such Off-Balance Sheet Liabilities; provided , however , that this Section 7.15 shall not apply on any date with respect to (a) any voluntary request by the Parent, any Subsidiary or any SPV for an above-described amortization or liquidation so long as the aforementioned investors or purchasers cannot independently require on such date such amortization or

liquidation or (b) any scheduled amortization or liquidation at the stated maturity of the facility evidencing such Off-Balance Sheet Liabilities.

ARTICLE VIII

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

8.1. Acceleration . (i) If any Default described in Section 7.6 or 7.7 occurs with respect to any Credit Party, the obligations of the Lenders to make Revolving Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs shall automatically terminate and the Secured Obligations shall immediately become due and payable without any election or action on the part of the Agent, any LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to (x) the amount of LC Obligations at such time minus (y) the amount or deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (the “Collateral Shortfall Amount”). If any other Default occurs, the Required Lenders (or the Agent with the consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs, or declare the Secured Obligations to be due and payable, or both, whereupon, in the case of a termination, the Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and/or (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will forthwith upon such demand and without any further notice or act pay to the Agent the Collateral Shortfall Amount which funds shall be deposited in the Facility LC Collateral Account.

(ii) If at any time while any Default is continuing, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account.

(iii) The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Secured Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents.

(iv) At any time while any Default is continuing, neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Secured Obligations have been paid in full in cash (or, with respect to any Reimbursement Obligations, the Facility LCs have been returned and cancelled or back-stopped to the Agent’s reasonable satisfaction) and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account

shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such time.

(v) If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuers to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Credit Party) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

8.2. Amendments . Subject to the provisions of this Section 8.2, the Required Lenders (or the Agent with the consent in writing of the Required Lenders) and the Parent and the Borrower may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the Parent or the Borrower hereunder or thereunder or waiving any Default hereunder or thereunder; provided, however, that no such supplemental agreement shall, without the consent of each Lender affected thereby:

(i) Extend the Facility Termination Date, extend the final maturity of any Revolving Loan or extend the expiry date of any Facility LC in respect of which the requirements of Section 2.20.11 shall not have been satisfied to a date after the Facility Termination Date, or postpone any regularly scheduled payment of principal of any Revolving Loan or forgive all or any portion of the principal amount thereof, or any Reimbursement Obligation related thereto, or reduce the rate or extend the time of payment of interest or fees thereon or Reimbursement Obligations related thereto (other than a waiver of the application of the default rate of interest or LC Fees pursuant to Section 2.11 hereof);

(ii) Except as provided in Section 2.21, increase the amount of the Commitment of any Lender hereunder;

provided , further , however , that no such supplemental agreement shall, without the consent of each Lender (which is not a defaulting Lender under the provisions of Sections 2.18 or 2.19(iv) ):

(a) (i) Reduce the percentage specified in the definition of “Required Lenders” or any other percentage of Lenders specified to be the applicable percentage in this Agreement to act on specified matters or, (ii) other than to reflect the issuance of Term Loans hereunder on a ratable basis, amend the definition of “Pro Rata Share;

(b) Permit the Borrower to assign its rights or obligations under this Agreement;

(d) Other than in connection with a transaction permitted under this Agreement, release the Agent’s Lien on all or substantially all of the Collateral;

(e) Amend Section 11.2 in a manner that would alter the pro rata sharing of payments required thereby; or

(f) Other than in connection with a transaction permitted under this Agreement, release the Parent or any Guarantor from its obligations under the Guaranty.

No amendment of any provision of this Agreement relating to the Agent shall be effective without the written consent of the Agent. The Agent may waive payment of the fee required under Section 12.3.3 without obtaining the consent of any other party to this Agreement. No amendment of any provision of this Agreement relating to the Swing Line Lender or any Swing Line Loan shall be effective without the written consent of the Swing Line Lender. No amendment of any provision of this Agreement relating to any LC Issuer shall be effective without the written consent of such LC Issuer.

8.3. Preservation of Rights . No delay or omission of the Lenders, the LC Issuers or the Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Credit Extension notwithstanding the existence of a Default or Unmatured Default or the inability of the Borrower to satisfy the conditions precedent to such Credit Extension shall not constitute any waiver or acquiescence. Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by, or by the Agent with the consent of, the requisite number of Lenders required pursuant to Section 8.2, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Agent, the LC Issuers and the Lenders until all of the Secured Obligations (other than contingent indemnity claims) have been paid in full.

ARTICLE IX

GENERAL PROVISIONS

9.1. Survival of Representations . All representations and warranties of the Parent and the Borrower contained in this Agreement shall survive the making of the Credit Extensions herein contemplated.

9.2. Governmental Regulation . Anything contained in this Agreement to the contrary notwithstanding, neither any LC Issuer nor any Lender shall be obligated to extend credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.

9.3. Headings . Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of the provisions of the Loan Documents.

9.4. Entire Agreement . The Loan Documents embody the entire agreement and understanding among the Borrower, the Parent, the Agent, the LC Issuers and the Lenders and supersede all prior agreements and understandings among the Borrower, the Parent, the Agent,

the LC Issuers and the Lenders relating to the subject matter thereof other than those contained in the fee letter described in Section 10.13 which shall survive and remain in full force and effect during the term of this Agreement.

9.5. Several Obligations; Benefits of this Agreement . The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Agent is authorized to act as such). The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns, provided, however, that the parties hereto expressly agree that the Arranger shall enjoy the benefits of the provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth therein and shall have the right to enforce such provisions on its own behalf and in its own name to the same extent as if it were a party to this Agreement.

9.6. Expenses; Indemnification .

(i) The Borrower shall reimburse the Agent and the Arranger for any reasonable out-of-pocket expenses (including reasonable outside attorneys’ and paralegals’ fees and expenses of and fees for other advisors and professionals engaged by the Agent or the Arranger and, unless a Default shall be continuing, with the consent of the Borrower), but excluding any costs, charges or expenses with respect to taxes and amounts relating thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5), paid or incurred by the Agent or the Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification and administration of the Loan Documents. The Borrower also agrees to reimburse the Agent, the Arranger, the LC Issuers and the Lenders for any out-of-pocket expenses (including outside attorneys’ and paralegals’ fees and expenses of outside attorneys and paralegals for the Agent, the Arranger, the LC Issuers and the Lenders, but only to the extent such fees and disbursements were incurred by attorneys in a single law firm (and any replacement or successor firm thereof) selected by the Agent), but excluding any costs, charges or expenses with respect to taxes and amounts relating thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5), paid or incurred by the Agent, the Arranger, any LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents.

(ii) The Borrower hereby further agrees to indemnify the Agent, the Arranger, each LC Issuer, each Lender, their respective affiliates, and each of their directors, officers, employees, trustees, investment advisors, attorneys, advisors and agents against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Agent, the Arranger, any LC Issuer, any Lender or any affiliate is a party thereto, and all outside attorneys’ and paralegals’ fees and expenses of outside attorneys and paralegals of the party seeking indemnification), but

excluding any losses, claims, damages, penalties, judgments, liabilities and expenses with respect to taxes and amounts related thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5), which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder except to the extent that they have resulted from the gross negligence or willful misconduct or solely by reason of the breach of the express terms of this Agreement of the party seeking indemnification. The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.

9.7. Numbers of Documents . All statements, notices, closing documents, and requests hereunder shall be furnished to the Agent with sufficient counterparts so that the Agent may furnish one to each of the Lenders, to the extent that the Agent deems necessary.

9.8. Accounting . Except as provided to the contrary herein, all accounting terms used in the calculation of any financial covenant or test shall be interpreted and all accounting determinations hereunder in the calculation of any financial covenant or test shall be made in accordance with Agreement Accounting Principles.

9.9. Severability of Provisions . Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.

9.10. Nonliability of Lenders . The relationship between the Borrower on the one hand and the Lenders, the LC Issuers and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent (except to the limited extent as provided by Section 12.3.4 relating to maintaining the Register), the Arranger, the LC Issuers nor any Lender shall have any fiduciary responsibilities to the Borrower or any other Credit Party. Neither the Agent, the Arranger, the LC Issuers nor any Lender undertakes any responsibility to the Borrower or any other Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations. Each of the Parent and the Borrower agrees that neither the Agent, the Arranger, the LC Issuers nor any Lender shall have liability to the Parent or the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Parent or the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of, or solely by reason of the breach of the express terms of the Loan Documents by, the party from which recovery is sought. Neither the Agent, the Arranger, the LC Issuers nor any Lender shall have any liability with respect to, and each of the Parent and the Borrower hereby waives, releases and agrees not to sue for, any special, indirect, consequential or punitive damages suffered by the Parent, the Borrower or any Subsidiary in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

9.11. Confidentiality . Each Lender agrees to hold any confidential information which it may receive from the Borrower pursuant to this Agreement in confidence in accordance with its respective customary practices (but in any event in accordance with reasonable confidentiality practices), except for disclosure (i) to its Affiliates and to other Lenders and their respective Affiliates, for use solely in connection with the transactions contemplated hereby, (ii) to legal counsel, accountants, and other professional advisors to such Lender or to a Transferee who are expected to be involved in the evaluation of such information in connection with the transactions contemplated hereby, in each case which have been informed as to the confidential nature of such information, (iii) to regulatory officials having jurisdiction over it, (iv) to any Person as required by law, regulation, or legal process in respect of which, to the extent permitted by applicable law, such Lender shall have used commercially reasonable efforts to give the Borrower reasonable prior notice and the opportunity to contest such disclosure, (v) of information that presently or hereafter becomes available to such Lender on a non-confidential basis from a source other than the Parent and its Subsidiaries and other than as a result of disclosure not otherwise permitted by this Section 9.11, (vi) to any Person in connection with any legal proceeding to which such Lender is a party, (vii) to such Lender’s direct or indirect contractual counterparties in credit derivative transactions or to legal counsel, accountants and other professional advisors to such counterparties, in each case which have been informed as to the confidential nature of such information and agree to be bound by this Section 9.11 or other similar terms of confidentiality, (viii) permitted by Section 12.4 and (ix) to rating agencies if requested or required by such agencies in connection with a rating relating to the Credit Extensions hereunder. Notwithstanding anything to the contrary set forth herein or in any other agreement to which the parties hereto are parties or by which they are bound, the obligations of confidentiality contained herein and therein (the “Confidentiality Obligations”), as they relate to the transactions contemplated by this Agreement, shall not apply to the “tax structure” or “tax treatment” of the transactions contemplated by this Agreement (as these terms are used in Section 1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations (the “Confidentiality Regulation”) promulgated under Section 6011 of the Internal Revenue Code of 1986, as amended); and each party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the “tax structure’’ and “tax treatment” of the transactions contemplated by this Agreement (as these terms are defined in the Confidentiality Regulation). In addition, each party hereto acknowledges that it has no proprietary or exclusive rights to any tax matter or tax idea related to the transactions contemplated by this Agreement.

9.12. Lenders Not Utilizing Plan Assets . Each Lender and Designated Lender represents and warrants that none of the consideration used by such Lender or Designated Lender to make its Loans constitutes for any purpose of ERISA or Section 4975 of the Code assets of any “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Code and the rights and interests of such Lender or Designated Lender in and under the Loan Documents shall not constitute such “plan assets” under ERISA.

9.13. Nonreliance . Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided for herein.

9.14. Disclosure . The Borrower, the Parent and each Lender, including the LC Issuers, hereby acknowledge and agree that each Lender and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with the Borrower and its Affiliates.

9.15. Performance of Obligations . Each of the Parent and the Borrower agrees that the Agent may, but shall have no obligation to (i) at any time, pay or discharge taxes, liens, security interests or other encumbrances levied or placed on any Collateral to the extent the same would constitute a Default hereunder if actually levied or imposed and (ii) after the occurrence and during the continuance of a Default make any payment or perform any act required of the Parent, the Borrower or any Subsidiary under any Loan Document or take any other action which the Agent in its discretion deems necessary or desirable to protect or preserve the Collateral, including, without limitation, any action to (x) effect any repairs or obtain any insurance called for by the terms of any of the Loan Documents and to pay all or any part of the premiums therefor and the costs thereof and (y) pay any rents payable by the Parent, the Borrower or any Subsidiary which are more than 30 days past due, or as to which the landlord has given notice of termination, under any lease. The Agent shall use its best efforts to give the Borrower notice of any action taken under this Section 9.15 prior to the taking of such action or promptly thereafter provided the failure to give such notice shall not affect the Borrower’s obligations in respect thereof. The Borrower agrees to pay the Agent, upon demand, the principal amount of all funds advanced by the Agent under this Section 9.15, together with interest thereon at the rate from time to time applicable to Floating Rate Loans from the date of such advance until the outstanding principal balance thereof is paid in full. If the Borrower fails to make payment in respect of any such advance under this Section 9.15 within one (1) Business Day after the date the Borrower receives written demand therefor from the Agent, the Agent shall promptly notify each Lender and each Lender agrees that it shall thereupon make available to the Agent, in Dollars in immediately available funds, the amount equal to such Lender’s Pro Rata Share of such advance. If such funds are not made available to the Agent by such Lender within one (1) Business Day after the Agent’s demand therefor, the Agent will be entitled to recover any such amount from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of such demand and ending on the date such amount is received. The failure of any Lender to make available to the Agent its Pro Rata Share of any such unreimbursed advance under this Section 9.15 shall neither relieve any other Lender of its obligation hereunder to make available to the Agent such other Lender’s Pro Rata Share of such advance on the date such payment is to be made nor increase the obligation of any other Lender to make such payment to the Agent. All outstanding principal of, and interest on, advances made under this Section 9.15 shall constitute Obligations secured by the Collateral until paid in full by the Borrower.

9.16. USA PATRIOT Act . Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

9.17. No Duties Imposed on Syndication Agents or Documentation Agents . None of the Persons identified on the cover page to this Agreement, the signature pages to this Agreement or

otherwise in this Agreement as a “Syndication Agent” or a “Documentation Agent” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, if such Person is a Lender, those applicable to all Lenders as such. Without limiting the foregoing, none of the Persons identified on the cover page to this Agreement, the signature pages to this Agreement or otherwise in this Agreement as a “Syndication Agent” or a “Documentation Agent” shall have or be deemed to have any fiduciary duty to or fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

ARTICLE X

THE AGENT

10.1. Appointment; Nature of Relationship . JPMorgan Chase is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the “Agent”) hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any of the Holders of Secured Obligations by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders’ contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Holders of Secured Obligations, (ii) is a “representative” of the Holders of Secured Obligations within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders, for itself and on behalf of its Affiliates as Holders of Secured Obligations, hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Holder of Secured Obligations hereby waives.

10.2. Powers . The Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Agent shall have no implied duties or fiduciary duties to the Lenders, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Agent.

10.3. General Immunity . Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Parent, the Borrower, any Subsidiary or any Lender or Holder of Secured Obligations for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith except to the extent such action or inaction is determined in a final, non-appealable judgment by a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of such Person or solely by reason of the breach of the express terms thereof by such Person.

10.4. No Responsibility for Loans, Recitals, etc. Neither the Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (c) the satisfaction of any condition specified in Article IV, except receipt of items required to be delivered solely to the Agent; (d) the existence or possible existence of any Default or Unmatured Default; (e) the validity, enforceability, effectiveness, sufficiency or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any Collateral; or (g) the financial condition of the Parent, the Borrower, any Subsidiary or any guarantor of any of the Obligations or of any of the Parent’s, the Borrower’s, such Subsidiary’s or any such guarantor’s respective Subsidiaries. The Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by the Parent or the Borrower to the Agent at such time, but is voluntarily furnished by the Parent or the Borrower to the Agent (either in its capacity as Agent or in its individual capacity).

10.5. Action on Instructions of Lenders . The Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders (or all of the Lenders in the event that and to the extent that this Agreement expressly requires such approval), and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. The Lenders hereby acknowledge that the Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders (or all of the Lenders in the event that and to the extent that this Agreement expressly requires such approval). The Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

10.6. Employment of Agents and Counsel . The Agent may execute any of its duties as Agent hereunder and under any other Loan Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Agent and the Lenders and all matters pertaining to the Agent’s duties hereunder and under any other Loan Document.

10.7. Reliance on Documents; Counsel . The Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Agent, which counsel may be employees of the Agent.

10.8. Agent’s Reimbursement and Indemnification . The Lenders agree to reimburse and indemnify the Agent ratably in proportion to the Lenders’ Pro Rata Shares of the Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of the Aggregate Outstanding Credit Exposure) (i) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by any Credit Party under the Loan Documents, (ii) for any other expenses incurred by the Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and (ii) any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Secured Obligations and termination of this Agreement.

10.9. Notice of Default . The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Unmatured Default hereunder unless the Agent has received written notice from a Lender or the Borrower referring to this Agreement describing such Default or Unmatured Default and stating that such notice is a “notice of default”. In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the Lenders.

10.10. Rights as a Lender . In the event the Agent is a Lender, the Agent shall have the same rights and powers hereunder and under any other Loan Document with respect to its Commitment and its Credit Extensions as any Lender and may exercise the same as though it were not the Agent, and the term “Lender” or “Lenders” shall, at any time when the Agent is a Lender, unless the context otherwise indicates, include the Agent in its individual capacity. The Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Parent, the Borrower or any Subsidiary in which the Parent, the Borrower or such Subsidiary is not restricted hereby from engaging with any other Person. The Agent, in its individual capacity, is not obligated to remain a Lender.

10.11. Lender Credit Decision . Each Lender acknowledges that it has, independently and without reliance upon the Agent, the Arranger or any other Lender and based on the financial statements prepared by the Parent or the Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Lender also acknowledges that it will, independently and without reliance upon the Agent, the Arranger or any other Lender and based

on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents. Except as expressly set forth herein, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Parent, the Borrower or any of their respective Subsidiaries that is communicated to or obtained by the Person serving as Agent for any of its Affiliates in any capacity.

10.12. Successor Agent . The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign. The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall, with the prior written approval of the Borrower (which approval shall be required only so long as no Default shall be continuing), have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Agent’s giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent. Notwithstanding the previous sentence, the Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent hereunder. If the Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of the Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment. Any such successor Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Agent. Upon the effectiveness of the resignation or removal of the Agent, the resigning or removed Agent shall be discharged from any further duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Agent, the provisions of this Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents. In the event that there is a successor to the Agent by merger, or the Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Agent.

10.13. Agent and Arranger Fees . The Borrower agrees to pay to the Agent and the Arranger, for their respective accounts, the fees agreed to by the Borrower, the Agent and the Arranger pursuant to that certain letter agreement dated June 5, 2007, or as otherwise agreed in writing from time to time.

10.14. Delegation to Affiliates . The Parent, the Borrower and the Lenders agree that the Agent may delegate any of its duties under this Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate’s directors, officers, agents and employees) which performs duties in

connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Agent is entitled under Articles IX and X.

10.15. Collateral Documents . (a) Each Lender authorizes the Agent to enter into and remain subject to each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents.

(b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations.

(c) The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.15.

(d) Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least three (3) Business Days’ prior written request by the Borrower to the Agent, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided , however , that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or any Credit Party) all interests retained by the Borrower or any Credit Party, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.

10.16. Quebec Security . For greater certainty, and without limiting the powers of the Agent hereunder or under any of the other Loan Documents, each of the Lenders hereby acknowledges that the Agent shall, for purposes of holding any security granted by the Borrower on the Borrower’s property pursuant to the laws of the Province of Quebec to secure payment of

any bond (the “Bond”), be the holder of an irrevocable power of attorney ( fondé de pouvoir ) (within the meaning of the Civil Code of Quebec ) for all present and future Lenders and in particular for all present and future holders of the Bond. Each of the Agent and the Lenders hereby irrevocably constitutes, to the extent necessary, the Agent as the holder of an irrevocable power of attorney ( fondé de pouvoir ) (within the meaning of Article 2692 of the Civil Code of Quebec ) in order to hold security granted by the Borrower in the Province of Quebec to secure the Bond. Each Lender hereby further constitutes and appoints the Agent as mandatary in order to hold the Bond for and on behalf of the Lenders. Each eligible assignee hereunder shall be deemed to have confirmed and ratified the constitution of the Agent as the holder of such irrevocable power of attorney ( fondé de pouvoir ) and the constitution and appointment of the Agent as mandatary to hold the Bonds for and on behalf of the Lender by the execution of the relevant Assignment Agreement. Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), the Agent may acquire and be the holder of the Bond. The Borrower hereby acknowledges that the Bonds constitute a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec .

ARTICLE XI

SETOFF; RATABLE PAYMENTS

11.1. Setoff . In addition to, and without limitation of, any rights of the Lenders under applicable law, if any Default occurs and continues, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time owing by any Lender or any Affiliate of any Lender to or for the credit or account of any Credit Party may be offset and applied toward the payment of the Secured Obligations then due and owing to such Lender, and each Lender shall endeavor to give notice of any such set-off to the Borrower, provided that the failure of any Lender to give such notice shall not in any way limit any Lender’s rights under this Section 11.1.

11.2. Ratable Payments . If any Lender, whether by setoff or otherwise, has payment made to it upon its Outstanding Credit Exposure (other than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a participation in the Aggregate Outstanding Credit Exposure held by the other Lenders so that after such purchase each Lender will hold its Pro Rata Share of the Aggregate Outstanding Credit Exposure. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives Collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their respective Pro Rata Shares of the Aggregate Outstanding Credit Exposure. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

ARTICLE XII

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

12.1. Successors and Assigns; Designated Lenders .

12.1.1 Successors and Assigns . The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrower, the Parent, the Agent and the Lenders and their respective successors and assigns permitted hereby, except that (i) neither the Parent nor the Borrower shall have any right to assign its rights or obligations under the Loan Documents without the prior written consent of each Lender, (ii) any assignment by any Lender must be made in compliance with Section 12.3, and (iii) any transfer by Participants must be made in compliance with Section 12.2. Any attempted assignment or transfer by any party not made in compliance with this Section 12.1 shall be null and void, unless such attempted assignment or transfer is treated as a participation in accordance with Section 12.3.3. The parties to this Agreement acknowledge that clause (ii) of this Section 12.1 relates only to absolute assignments and this Section 12.1 does not prohibit assignments creating security interests, including, without limitation, (x) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank, (y) in the case of a Lender which is a Fund, any pledge or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee or (z) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to direct or indirect contractual counterparties in credit derivative transactions relating to the Revolving Loans; provided, however, that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.3. The Agent may treat the Person which made any Revolving Loan or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.3; provided, however, that the Agent may in its discretion (but shall not be required to) follow instructions from the Person which made any Revolving Loan or which holds any Note to direct payments relating to such Revolving Loan or Note to another Person. Any assignee of the rights to any Revolving Loan or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Revolving Loan (whether or not a Note has been issued in evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights to such Revolving Loan.

12.1.2 Designated Lenders .

(i) Subject to the terms and conditions set forth in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Revolving Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit E hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Revolving Loans to be

made by the Designating Lender pursuant to the terms of this Agreement and the making of the Revolving Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Revolving Loan was made by the Designating Lender. As to any Revolving Loan made by it, each Designated Lender shall have all the rights a Lender making such Revolving Loan would have under this Agreement and otherwise; provided , (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Revolving Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrower to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Revolving Loans provided by a Designated Lender; provided , however , to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Revolving Loan funded by such Designated Lender. Such Designating Lender shall act as administrative agent for its Designated Lender and give and receive notices and communications hereunder. Any payments for the account of any Designated Lender shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrower nor the Agent shall be responsible for any Designating Lender’s application of such payments. In addition, any Designated Lender may (1) with notice to, but without the consent of the Borrower or the Agent, assign all or portions of its interests in any Revolving Loans to its Designating Lender or to any financial institution consented to by the Agent and, so long as no Default shall be continuing, the Borrower, providing liquidity and/or credit facilities to or for the account of such Designated Lender and (2) subject to advising any such Person that such information is to be treated as confidential in accordance with Section 9.11, disclose on a confidential basis any non-public information relating to its Revolving Loans to any rating agency, commercial paper dealer or provider of any guarantee, surety or credit or liquidity enhancement to such Designated Lender. In addition, each such Designating Lender that elects to designate an Eligible Designee and such Eligible Designee becomes a Designated Lender, (i) shall keep a register for the registration relating to each such Revolving Loan, specifying such Designated Lender’s name, address and entitlement to payments of principal and interest with respect to such Revolving Loan and each transfer thereof and the name and address of each transferees and (ii) shall collect, prior to the time such Designated Lender receives payment with respect to such Revolving Loans from each such Designated Lender, the appropriate forms, certificates, and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Designated Lender were a Lender under Section 3.5.

(ii) Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or

other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement.

12.2. Participations .

12.2.1 Permitted Participants; Effect . Any Lender may at any time sell to one or more banks or other entities (“Participants”) participating interests in any Outstanding Credit Exposure of such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such Lender had not sold such participating interests, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents. In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

12.2.2 Voting Rights . Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Credit Extension or Commitment in which such Participant has an interest which would require consent of all of the Lenders pursuant to the terms of Section 8.2.

12.2.3 Benefit of Certain Provisions . Each of the Parent and the Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such

amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender. Each of the Parent and the Borrower further agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3, provided that (i) a Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2, 3.4 or 3.5 than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the Borrower, and (ii) each Participant agrees to comply with the provisions of Section 3.5 to the same extent as if it were a Lender.

12.3. Assignments .

12.3.1 Permitted Assignments . Any Lender may at any time assign to one or more banks or other entities (“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”). Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender or an Approved Fund shall, unless otherwise consented to in writing by the Borrower and the Agent, either be in an amount equal to the entire applicable Outstanding Credit Exposure of the assigning Lender or (unless each of the Agent and, prior to the occurrence and continuance of a Default, the Borrower, otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Outstanding Credit Exposure subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the Assignment Agreement.

12.3.2 Consents . The consent of the Borrower shall be required prior to an assignment becoming effective unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund (other than a Lender or Affiliate of a Lender or an Approved Fund that becomes a Lender solely by means of the settlement of a credit derivative), provided that the consent of the Borrower shall not be required if (i) a Default has occurred and is continuing or (ii) if such assignment is in connection with the physical settlement of any Lender’s obligations to direct or indirect contractual counterparties in credit derivative transactions relating to the Revolving Loans; provided that the assignment without the Borrower’s consent pursuant to clause (ii) shall not increase the Borrower’s liability under Section 3.5. The consent of the Agent shall be required prior to an assignment becoming effective unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund (other than a Lender or Affiliate of a Lender or an Approved Fund that becomes a Lender solely by means of the settlement of a credit derivative). Any consent required under this Section 12.3.2 shall not be unreasonably withheld or delayed.

12.3.3 Effect; Effective Date . Upon (i) delivery to the Agent of an Assignment Agreement, together with any consents required by Sections 12.3.1 and 12.3.2, and (ii) payment of a $3,500 fee to the Agent by the assigning Lender or the Purchaser for processing such assignment (unless such fee is waived by the Agent or unless such

assignment is made to such assigning Lender’s Affiliate), such assignment shall become effective on the effective date specified in such assignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights, benefits and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released from any further obligations with respect to the Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Parent, the Lenders or the Agent. In the case of an assignment covering all of the assigning Lender’s rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the Loan Documents. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.2. Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Revolving Loans be evidenced by Notes, make appropriate arrangements so that, upon cancellation and surrender to the Borrower of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments (or, if the Facility Termination Date has occurred, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment. Each Purchaser shall not be entitled to receive any greater payment under Section 3.5 than the transferor Lender would have received had such transfer not occurred.

12.3.4 Register . The Agent, acting solely for this purpose as an agent of the Borrower (and the Borrower hereby designates the Agent to act in such capacity), shall maintain at one of its offices in Chicago, Illinois a copy of each Assignment and Assumption delivered to it and a register (the “Register”) for the recordation of (a) the names and addresses of the Lenders and the Commitments of each Lender pursuant to the terms hereof, (b) the date and the amount of each Revolving Loan made hereunder, the Type thereof and the Interest Period (in the case of a Eurodollar Advance) with respect thereto, and the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (c) the original stated amount of each Facility LC and the amount of LC Obligations (including specifying Reimbursement Obligations) outstanding at any time, (d) whether a Lender is an original lender or the assignee of another Lender pursuant to an assignment under this Section 12.3 and the

effective date and amount of each Assignment Agreement delivered to and accepted by it and the parties thereto pursuant to Section 12.3, (e) the amount of any sum received by the Agent hereunder from the Borrower and each Lender’s share thereof, and (f) all other appropriate debits and credits as provided in this Agreement, including, without limitation, all fees, charges, expenses and interest. The entries in the Register shall be conclusive, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

12.4. Dissemination of Information . Each of the Parent and the Borrower authorizes each Lender to disclose to any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law (each a “Transferee”) and any prospective Transferee any and all information in such Lender’s possession concerning the creditworthiness of the Parent, the Borrower and the Subsidiaries; provided that each Transferee and prospective Transferee agrees to be bound by Section 9.11 of this Agreement.

12.5. Tax Certifications . If any interest in any Loan Document is transferred to any Transferee, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv) and (vi).

12.6. Reimbursement Obligations . For purposes of this Article XII, with respect to each Letter of Credit, if an LC Issuer transfers its rights with respect to the Borrower’s obligation to pay Reimbursement Obligations in respect of such Letter of Credit, such LC Issuer shall give notice of such transfer to the Agent for notation in the Register.

ARTICLE XIII

NOTICES

13.1. Notices . Except as otherwise permitted by Section 2.14, all notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, facsimile transmission or similar writing) and shall be given to such party: (x) in the case of the Parent, the Borrower, the LC Issuers, or the Agent, at its address or facsimile number set forth on the signature pages hereof, (y) in the case of the Lenders, at its address or facsimile number set forth in its Administrative Questionnaire or (z) in the case of any party, at such other address or facsimile number as such party may hereafter specify for the purpose by notice to the Agent and the Borrower in accordance with the provisions of this Section 13.1. Each such notice, request or other communication shall be effective (i) if given by facsimile transmission, when transmitted to the facsimile number specified in this Section and confirmation of receipt is received, (ii) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when delivered (or, in the case of electronic transmission, received) at the address specified in this Section; provided that notices to the Agent under Article II shall not be effective until received.

13.2. Change of Address . The Borrower, the Parent, the Agent, any LC Issuer and any Lender may each change the address for service of notice upon it by a notice in writing to the other parties hereto.

ARTICLE XIV

COUNTERPARTS

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement shall be effective when it has been executed by the Borrower, the Parent, the Agent, the LC Issuers and the Lenders and each party has notified the Agent by facsimile transmission or telephone that it has taken such action.

ARTICLE XV

CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

15.1. CHOICE OF LAW . THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION AND OTHER THAN SECTION 10.16 OF THIS AGREEMENT) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS, OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

15.2. CONSENT TO JURISDICTION . EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE STATE, COUNTY AND CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY PARTY HERETO TO BRING PROCEEDINGS AGAINST ANY OTHER PARTY HERETO OR ANY HOLDER OF SECURED OBLIGATIONS IN THE COURTS OF ANY OTHER JURISDICTION; PROVIDED THAT EACH OF THE PARENT AND THE BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY ANY OF THE AGENT, ANY LC ISSUER, ANY LENDER OR AN OTHER HOLDER OF SECURED OBLIGATIONS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO (1) REALIZE ON ANY SECURITY FOR THE OBLIGATIONS OR (2) TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON.

15.3. WAIVER OF JURY TRIAL . THE BORROWER, THE PARENT, THE AGENT, EACH LC ISSUER, EACH LENDER, AND EACH OTHER HOLDER OF SECURED OBLIGATIONS HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

ARTICLE XVI

NO NOVATION; CONTINUATION; REFERENCES TO THIS
AGREEMENT IN LOAN DOCUMENTS

16.1. No Novation; Continuation . It is the express intent of the parties hereto that this Agreement (i) shall re-evidence the Borrower’s indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and not in payment of, the obligations of the Borrower under the Existing Credit Agreement and (iii) is in no way intended to constitute a novation of any of the Borrower’s indebtedness which was evidenced by the Existing Credit Agreement or any of the other Loan Documents. All Loans made and Secured Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement. Without limiting the foregoing, upon the effectiveness hereof: (a) all Letters of Credit issued (or deemed issued) under the Existing Credit Agreement which remain outstanding on the Restatement Effective Date shall continue as Facility LCs under (and shall be governed by the terms of) this Agreement, (b) all Secured Obligations constituting Rate Management Obligations with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations of each Lender’s “Outstanding Credit Exposure” under the Existing Credit Agreement as are necessary in order that each such Lender’s Outstanding Credit Exposure hereunder reflects such Lender’s Pro Rata Share of the outstanding Aggregate Outstanding Credit Exposure and (d) the Existing Revolving Loans of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder.

16.2. References to This Agreement In Other Loan Documents . Upon the effectiveness of this Agreement, on and after the date hereof, each reference in any other Loan Document to the Existing Credit Agreement (including any reference therein to “the Credit Agreement,” “thereunder,” “thereof,” “therein” or words of like import referring thereto) shall mean and be a reference to this Agreement.

The remainder of this page is intentionally blank

IN WITNESS WHEREOF, the Borrower, the Parent, the Lenders, the LC Issuers and the Agent have executed this Agreement as of the date first above written.

	UNITED STATIONERS SUPPLY CO., as the Borrower


	By: /s/ Brian S. Cooper
	Name: Brian S. Cooper
	Title: Senior Vice President and Treasurer

	Notice Information:

	One Parkway N. Blvd., Suite 100
	Deerfield, Illinois 60015-2559
	Attn: General Counsel
	Telephone: (847) 627-7000
	Facsimile: (847) 627-7087

	With a copy to:

	One Parkway N. Blvd., Suite 100
	Deerfield, Illinois 60015-2559
	Attn: Treasurer
	Telephone: (847) 627-2170
	Facsimile: (847) 627-7170
	and
	Facsimile: (847) 572-2358

		UNITED STATIONERS INC., as a Credit Party


		By: /s/ Brian S. Cooper
		Name: Brian S. Cooper
		Title: Senior Vice President and Treasurer

		Notice Information:

		One Parkway N. Blvd., Suite 100
		Deerfield, Illinois 60015-2559
		Attn: General Counsel
		Telephone: (847) 627-7000
		Facsimile: (847) 627-7087

		With a copy to:

		One Parkway N. Blvd., Suite 100
		Deerfield, Illinois 60015-2559
		Attn: Treasurer
		Telephone: (847) 627-2170
		Facsimile: (847) 627-7170
		and
		Facsimile: (847) 572-2358

	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, individually, as an LC Issuer, and as Agent


	By:/s/	Sabir A. Hashmy
	Name:	Sabir A. Hashmy
	Title:	Vice President

	Notice Information:

	10 S. Dearborn St.
	Chicago, IL 60603
	Attn: Nathan Bloch
	Telephone: (312) 325-3094
	Facsimile: (312) 325-3077

		PNC BANK, NATIONAL ASSOCIATION


		By:/s/	W.J. Bowne
		Name:	W. J. Bowne
		Title:	Managing Director

		U.S. BANK NATIONAL ASSOCIATION


		By:/s/	Vincent R. Hencheck
		Name:	Vincent R. Hencheck
		Title:	Vice President

		KEYBANK NATIONAL ASSOCIATION


		By:/s/	Frank J. Jancar
		Name:	Frank J. Jancar
		Title:	Vice President

		LASALLE BANK, NATIONAL ASSOCIATION


		By:/s/	Zakia Davis
		Name:	Zakia Davis
		Title:	Vice President

		COMERICA BANK, as Lender and as LC Issuer


		By:/s/	Mark Leveille
		Name:	Mark Leveille
		Title:	AVP

		FIFTH THIRD BANK (CHICAGO), A MICHIGAN BANKING CORPORATION


		By:/s/	Kim Puszczewicz
		Name:	Kim Puszczewicz
		Title:	Vice President

		NATIONAL CITY BANK


		By:/s/	Stephanie Kline
		Name:	Stephanie Kline
		Title:	Vice President

		UNION BANK OF CALIFORNIA, N.A.


		By:/s/	Albert W. Kelley
		Name:	Albert W. Kelley
		Title:	Vice President

		ASSOCIATED BANK, N.A.


		By:/s/	Daniel Holzhauer
		Name:	Daniel Holzhauer
		Title:	Vice President

		CAPITAL ONE, N.A.


		By:/s/	Brandon Long
		Name:	Brandon Long
		Title:	Vice-President

		WELLS FARGO BANK, NATIONAL ASSOCIATION


		By:/s/	Paul A. O’Mara
		Name:	Paul A. O’Mara
		Title:	Senior Vice President

		CHARTER ONE BANK, N.A.


		By:/s/	Mary Ann Klemm
		Name:	Mary Ann Klemm
		Title:	Vice President

		THE NORTHERN TRUST COMPANY


		By:/s/	Reid A. Acord
		Name:	Reid A. Acord
		Title:	Second Vice President

COMMITMENT SCHEDULE

LENDER	COMMITMENT
JPMorgan Chase Bank, National Association	$	42,000,000
PNC Bank, National Association	$	37,000,000
U.S. Bank National Association	$	37,000,000
KeyBank National Association	$	37,000,000
LaSalle Bank, National Association	$	37,000,000
Charter One Bank, N.A.	$	30,000,000
Comerica Bank	$	30,000,000
Fifth Third Bank (Chicago), A Michigan Banking Corporation	$	30,000,000
Union Bank of California, N.A.	$	30,000,000
Wells Fargo Bank, N.A.	$	30,000,000
Associated Bank, N.A.	$	24,000,000
National City Bank	$	24,000,000
The Northern Trust Company	$	24,000,000
Capital One, N.A.	$	13,000,000
TOTAL:	$	425,000,000

PRICING SCHEDULE

APPLICABLE
MARGIN

LEVEL I
STATUS

LEVEL II
STATUS

LEVEL III
STATUS

LEVEL IV
STATUS

LEVEL V
STATUS

LEVEL VI
STATUS

Eurodollar Rate

[**]

Floating Rate

[**]

APPLICABLE
FEE
RATE

LEVEL I
STATUS

LEVEL II
STATUS

LEVEL III
STATUS

LEVEL IV
STATUS

LEVEL V
STATUS

LEVEL VI
STATUS

Commitment Fee

[**]

The Applicable Margin and Applicable Fee Rate shall be determined based upon Level II (or such higher Status as shall be reflected on any interim Financials) until the delivery of the Financials for the fiscal period ending on September 30, 2007.

For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule:

“Financials” means the annual or quarterly financial statements of the Parent delivered pursuant to Section 6.1.1 or 6.1.2, together with the compliance certificate delivered pursuant to Section 6.1.3 related thereto.

“Level I Status” exists at any date if, as of the last day of the fiscal quarter of the Parent referred to in the most recent Financials, the Leverage Ratio is less than or equal to [**].

“Level II Status” exists at any date if, as of the last day of the fiscal quarter of the Parent referred to in the most recent Financials, (i) the Parent has not qualified for Level I Status and (ii) the Leverage Ratio is less than or equal to [**].

“Level III Status” exists at any date if, as of the last day of the fiscal quarter of the Parent referred to in the most recent Financials, (i) the Parent has not qualified for Level I Status or Level II Status and (ii) the Leverage Ratio is less than or equal to [**].

“Level IV Status” exists at any date if, as of the last day of the fiscal quarter of the Parent referred to in the most recent Financials, (i) the Parent has not qualified for Level I Status, Level II Status or Level III Status and (ii) the Leverage Ratio is less than or equal to [**].

“Level V Status” exists at any date if, as of the last day of the fiscal quarter of the Parent referred to in the most recent Financials, (i) the Parent has not qualified for Level I Status, Level II Status, Level III Status or Level IV Status and (ii) the Leverage Ratio is less than or equal to [**].

“Level VI Status” exists at any date if the Parent has not qualified for Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status.

“Status” means Level I Status, Level II Status, Level III Status, Level IV Status, Level V Status or Level VI Status.

The Applicable Margin and Applicable Fee Rate shall be determined in accordance with the foregoing table based on the Parent’s Status as reflected in the then most recent Financials. Adjustments, if any, to the Applicable Margin or Applicable Fee Rate shall be effective five (5) Business Days after the Agent has received the applicable Financials. If the Borrower fails to deliver the Financials to the Agent at the time required pursuant to Section 6.1, then the Applicable Margin and Applicable Fee Rate shall be the highest Applicable Margin and Applicable Fee Rate set forth in the foregoing table until five (5) days after such Financials are so delivered.

SCHEDULE 5.8

SUBSIDIARIES OF UNITED STATIONERS INC.

Subsidiary	Jurisdiction of Organization	Owner	Percentage
United Stationers Supply Co.	Illinois	United Stationers Inc.	100%
Lagasse, Inc.	Louisiana	United Stationers Supply Co.	100%
United Stationers Financial Services LLC	Illinois	United Stationers Supply Co.	100%
United Stationers Technology Services LLC	Illinois	United Stationers Supply Co.	100%
United Stationers Hong Kong Limited	Hong Kong	United Stationers Supply Co.	100%
United Worldwide Limited	Hong Kong	United Stationers Supply Co.	100%
Azerty de Mexico, S.A. de C.V.	Mexico	United Stationers Supply Co.	100%
USS Receivables Company, Ltd.	Cayman Islands	United Stationers Financial Services LLC	100%(1)

(1) 100% of the economic interest in such company is owned by USFS; however, 30% of the stock of such company is owned by Andrew Stidd, such company’s independent director, as the nominee for USFS.

SCHEDULE 6.12

IDENTIFIED PROPERTY DISPOSITIONS

Owner	Property				Disposition
United Stationers Supply Co.	IL	Cook County	Corporate Office — 2200 E. Golf Road, Des Plaines, IL 60016	Targeted for Sale
United Stationers Supply Co.	FL	Duval County	5400 West 12 th Street Jacksonville, FL 32254	Targeted for Sale
[**]
United Stationers Supply Co.	FL	Hillsborough County	3402 Queen Palm Drive Tampa, FL 33619	Targeted for Sale

SCHEDULE 6.13

INVESTMENTS

Part A:

1.		Investments by United Stationers Inc. in the capital stock of United Stationers Supply Co. as of the Closing Date.

2.		Investments as of the Closing Date by United Stationers Supply Co. in the capital stock of each of its Subsidiaries listed on Schedule 5.8 hereto.

3.		[**]

4.		Investment by United Stationers Supply Co. to Azerty de Mexico in the amount of $18,716,029 as of 5/31/07.

Part B:

All Payable to United Stationers Financial Services LLC

(in thousands)

[**]

SCHEDULE 6.14

INDEBTEDNESS

Existing Indebtedness(2) as of the Closing Date (unless otherwise noted)

United Stationers Supply Co. :

2. Intercompany Indebtedness of United Stationers Supply Co. to United Stationers Hong Kong Limited and United Worldwide Limited in the aggregate amount of $27,075 (as of 5/31/07).

4. All Indebtedness corresponding to the lien search results shown in Schedule 6.15 to the extent the same constitute Capital Lease Obligations or purchase money Indebtedness.

5. [**]

Lagasse, Inc. :

1. All Indebtedness corresponding to the lien search results shown in Schedule 6.15 to the extent the same constitute Capital Lease Obligations or purchase money Indebtedness.

(2) Note that intercompany indebtedness among the Borrower and the Guarantors is not reflected on this schedule.

OUTSTANDING LETTERS OF CREDIT

(As of 10/12/2005)

LC NO.

ISSUER

APPLICANT

ISSUE DATE

EXPIRY
DATE

BENEFICIARY

OUTSTANDING
BALANCE

BACKSTOP (B)
OUTSTANDING (O)
REPLACE (R)

1. 94020374

Bank of New York

United Stationers Supply Co./United Worldwide Limited/United Stationers Hong Kong

5/15/07

7/17/07

Catalina Industries Inc.

38,526.92

2. 581088-02

Comerica Bank

United Stationers Supply Co.

3/19/03

3/18/08 (Auto renewal)

Lumbermans Mutual Caualty Company

2,023,000.00

3. 581109-2

Comerica Bank

United Stationers Supply Co.

3/19/03

3/18/08 Auto Renewal

Sentry Insurance A Mutual Company

4,975,000.00

4. 00301404-00-000

PNC Bank

United Stationers Supply Co.

10/9/98

12/27/09

Bank of New York

6,960,000.00

5. 610626-06

Comerica Bank

United Stationers Supply Co.

5/31/05

3/21/08

The Travelers Indemnity Company

250,000.00

6. 624961-06

Comerica Bank

United Stationers Supply Co.

12/5/06

12/5/07(Auto Renewal)

The Travelers Indemnity Company

3,050,000.00

SCHEDULE 6.15

LIENS

1. Liens existing on the owned real Property of the Borrower and the Guarantors as reflected in the title policies issued to the Agent in connection with the Collateral Documents.

2. See attached UCC schedule.

Attachment to Schedule 6.15
Existing Liens by Debtor (Jurisdiction )

Secured Party	Initial Filing Date	Subsequent Filings	File Number	Description

LAGASSE, INC. (LOUISIANA)

BANK ONE, NA, AS AGENT	3/25/03	N/A	26-270575 (Jefferson Parish)	All Assets

RAYMOND LEASING CORPORATION	7/28/04	N/A	09-1034709 (Caddo Parish)	Equipment Lease

RAYMOND LEASING CORPORATION	7/28/04	N/A	09-1034715 (Caddo Parish)	Equipment Lease

RAYMOND LEASING CORPORATION	4/18/06	N/A	09-1057113 (Caddo Parish)	Equipment Lease

RAYMOND LEASING CORPORATION	6/01/06	N/A	09-1059498 (Caddo Parish)	Equipment Lease

RAYMOND LEASING CORPORATION	6/02/06	N/A	09-1059547 (Caddo Parish)	Equipment Lease

UNITED STATIONERS FINANCIAL SERVICES LLC (ILLINOIS)

JPMORGAN CHASE BANK, AS TRUSTEE	5/7/01		004381619	Related to USFS Receivables Sale Agreement dated as of 5/1/01

		3/24/03	001049666	Termination

		4/1/03	006789099	Correction Statement

		7/11/03	007277334	Assignment (to Bank One, NA (Main Office Chicago), as Trustee)

		9/10/04	008723495	Amendment (change secured party name to JPMorgan Chase Bank, as Trustee)

		12/19/05	008791005	Continuation

JPMORGAN CHASE BANK, AS TRUSTEE	5/7/01		004381620	Related to Amended and Restated Receivables Sale Agreement dated as of 5/1/01

		4/2/03	006793932	Assignment (to Bank One, NA (Main Office Chicago), as Trustee)

		6/12/03	007146329	Amendment (to restate collateral description)

		9/10/04	008723497	Amendment (to change secured party name to JPMorgan Chase Bank, as

Secured Party	Initial Filing Date	Subsequent Filings	File Number	Description

				Trustee)

		11/15/05	008786706	Amendment (to change debtor name to United Stationers Financial Services LLC)

		12/19/05	008791006	Continuation

JPMORGAN CHASE BANK (F/K/A THE CHASE MANHATTAN BANK), AS ADMINISTRATIVE AGENT	1/30/02		004693833	All assets

		3/24/03	001049631	Termination

		10/02/06	008836351	Continuation

BANK ONE, NA, AS AGENT	3/24/03	N/A	006738249	All assets

JPMORGAN CHASE BANK, AS TRUSTEE	4/2/03		006794386	Related to Amended and Restated Receivables Sale Agreement dated as of 3/28/03 and Second Amended and Restated Receivables Sale Agreement dated as of 3/28/03

		9/10/04	008723498	Amendment (to change secured party name to JPMorgan Chase Bank, as Trustee)

UNITED STATIONERS INC. (DELAWARE)

BANK ONE, NA, AS AGENT	3/25/03	N/A	30773633	All assets

UNITED STATIONERS SUPPLY CO. (ILLINOIS)

JPMORGAN CHASE BANK, AS TRUSTEE	5/7/01		004381620	Related to Amended and Restated Receivables Sale Agreement dated as of 5/1/01

		4/2/03	006793932	Assignment (to Bank One, NA (Main Office Chicago), as Trustee)

		6/12/03	007146329	Amendment (to restate collateral description)

		9/10/04	008723497	Amendment (to change secured party name to JPMorgan Chase Bank, as Trustee)

		11/15/05	008786706	Amendment (to change debtor name to United Stationers Financial Services LLC)

		12/19/05	008791006	Continuation

US BANCORP	10/16/02		005994535	Informational filing

IOS CAPITAL, LLC	12/16/02		006267718	Equipment lease

Secured Party	Initial Filing Date	Subsequent Filings	File Number	Description

BANK ONE, NA, AS AGENT	3/24/03		006738257	All assets

JP MORGAN CHASE BANK AS TRUSTEE	4/1/03		006788394	Related to Amended and Restated Receivables Sale Agreement dated as of 3/28/03 and Second Amended and Restated Receivables Sale Agreement dated as of 3/28/03

		9/10/04	008723499	Assignment (to Bank One, NA (Main Office Chicago), as Trustee)

		11/12/04	008732366	Amendment (to change secured party name to JPMorgan Chase Bank, NA, as Trustee)

THE CHASE MANHATTAN BANK, AS AGENT	4/3/03		006802613	*All assets; in lieu* filing relating to 1995 filings in MA, MO and PA**

		4/9/03	001072250	Termination

IOS CAPITAL, LLC	5/1/03		006937055	Equipment lease

IOS CAPITAL	9/30/03		007625650	Equipment lease

IOS CAPITAL	12/11/03		007961049	Equipment lease

IOS CAPITAL	3/15/04		008386579	Equipment lease

IOS CAPITAL	1/28/05		009497293	Equipment lease

GREATAMERICA LEASING CORPORATION	3/11/05		009621172	Equipment lease

TOSHIBA AMERICA INFORMATION SYSTEMS, INC.	9/6/05		010155053	Equipment lease

US BANCORP	1/25/06		010597048	Informational/Equipment

WELLS FARGO FINANCIAL LEASING, INC.	2/15/06		010661358	Equipment

UNITED STATIONERS TECHNOLOGY SERVICES LLC (ILLINOIS)

JPMORGAN CHASE BANK (F/K/A THE CHASE MANHATTAN BANK), AS ADMINISTRATIVE AGENT	1/30/02		004693841	All assets

		10/02/06	008836352	Continuation

BANK ONE, NA, AS AGENT	3/24/03		006738265	All assets

FORSYTHE SOLUTIONS GROUP, INC.	1/5/06		010532604	Equipment

Secured Party	Initial Filing Date	Subsequent Filings	File Number	Description

		1/25/06	008797302	Amendment (Add new collateral)

		1/25/06	008797305	Amendment (Add new collateral)

		1/27/06	001574619	Termination

FORSYTHE/MCARTHUR ASSOCIATES, INC.	1/27/06		010602157	Equipment

EXHIBIT A

FORM OF CREDIT PARTIES’ COUNSEL’S OPINION

July , 2007

To the Administrative Agent and the Lenders party to the
Credit Agreement referred to below

Ladies and Gentlemen:

We have acted as special counsel to (i) United Stationers Supply Co., an Illinois corporation (the “ Borrower ”), (ii) United Stationers Inc., a Delaware corporation (the “ Parent ”), (iii) United Stationers Financial Services LLC, an Illinois limited liability company (“ Financial ”), (iv) United Stationers Technology Services LLC, an Illinois limited liability company (“ Technology ”), and (v) Lagasse, Inc., a Louisiana corporation (“ Lagasse ” and, together with Financial and Technology, the “ Subsidiary Guarantors ”), in connection with the execution and delivery of the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (the “ Credit Agreement ”), among the Borrower, the Parent, 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, N.A., as administrative agent (the “ Administrative Agent ”). Capitalized terms used herein without definition have the meanings given to such terms in the Credit Agreement. This opinion is being delivered to you pursuant to Section 4.1.6 of the Credit Agreement.

In rendering the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following:

(i) the Credit Agreement;

(ii) the Reaffirmation Agreement, dated as of July 5, 2007 (the “ Reaffirmation ”), executed by the Parent and the Subsidiary Guarantors in favor of the Administrative Agent; and

(iii) Amendment No. 1, dated as of July 5, 2007 (the “ Security Agreement Amendment ”), among the Borrower, the Parent, the Subsidiary Guarantors and the Administrative Agent, to the Pledge and Security Agreement, dated as of March 21, 2003 (the “ Security Agreement ”), among the Borrower, the Parent, the Subsidiary Guarantors and the Administrative Agent.

The Borrower, Parent and the Subsidiary Guarantors are sometimes collectively referred to herein as the “ Credit Parties ”. For purposes of this opinion, (i) “ Illinois and Delaware Parties ” means the Parent, the Borrower, Financial and Technology, (ii) “ Illinois Parties ” means the Borrower, Financial and Technology, (iii) “ Delaware Party ” means the Parent, (iv) “ Amended Security Agreement ” means the Security Agreement, as amended by the Security Agreement

Amendment, (v) “ Credit Documents ” means the Credit Agreement, the Reaffirmation and the Security Agreement Amendment and (vi) “ Documents ” means the Credit Agreement, the Reaffirmation and the Amended Security Agreement. Certain capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.

In connection with this opinion, we have reviewed the Credit Documents. Also in connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Credit Parties, certificates of public officials and such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

We have also examined such other documents, records and matters of law as we have deemed necessary for purposes of this opinion.

In rendering the opinions set forth herein, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. In addition, we have assumed that: (i) all parties to the Documents (other than the Illinois and Delaware Parties) are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization; (ii) all parties to the Documents (other than the Illinois and Delaware Parties) are duly qualified to engage in the activities contemplated by the Documents and each such party has the requisite organizational power and authority to execute, deliver and perform its respective obligations under the Documents; (iii) each of the Credit Documents has been duly authorized, executed and delivered by each party thereto (other than the Illinois and Delaware Parties); (iv) each of the Credit Documents constitutes the valid and binding obligation of each party thereto (other than the Credit Parties), enforceable against each such other party in accordance with its terms; and (v) as to factual matters (but not legal conclusions), the representations and warranties of the Credit Parties in the Credit Documents are true and correct as of the date hereof. Further, we have assumed that the Security Agreement has at all times prior to the execution and delivery of the Security Agreement Amendment constituted the legal, valid and binding obligation of each party thereto, enforceable against each such party in accordance with its terms.

Based upon the foregoing and subject to the further assumptions, qualifications and limitations hereinafter set forth, we are of the opinion that:

Based solely on our review of good standing certificates issued by the Secretary of State of Illinois, (i) each Illinois Party (other than the Borrower) is a limited liability company validly existing and in good standing under the laws of the State of Illinois and (ii) the Borrower is a corporation validly existing and in good standing under the laws of Illinois.

Based solely on our review of a good standing certificate issued by the Secretary of State of Delaware, the Delaware Party is a corporation validly existing and in good standing under the laws of the State of Delaware.

Each Illinois and Delaware Party has the requisite corporate or limited liability company, as the case may be, power to execute and deliver the Credit Documents to which it is a party and to perform its obligations under the Documents to which it is a party. Each Credit Document to which any Illinois and Delaware Party is a party has been duly authorized by such Illinois and Delaware Party.

Each Illinois and Delaware Party has duly executed and delivered each Credit Document to which it is a party.

Each Document to which any Credit Party is a party constitutes the legal, valid, and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms.

1. No authorization or approval or other action by, and no notice to or filing with, any U.S. Federal, Illinois state or New York state governmental authority under Applicable Law (as defined below) is required (a) for the due execution and delivery by any Credit Party of any Credit Document to which it is a party or for the performance of any Document to which any Credit Party is a party or (b) for the validity or enforceability of any Document against any Credit Party party thereto. The execution and delivery by each Credit Party of the Credit Documents to which it is a party, the consummation of the transactions contemplated thereby, and the performance by each Credit Party of its obligations under each Document to which it is a party, (i) do not violate any Applicable Law or any provision of the certificate of incorporation, certificate of formation, bylaws or operating agreement of such Credit Party and (ii) do not constitute a breach of or default under any agreement or instrument listed on Schedule I hereto. “ Applicable Law ” means (A) the Delaware General Corporation Law as in effect on the date hereof, (B) the Illinois Business Corporation Act, (C) the Illinois Limited Liability Company Act and (D) those U.S. federal, Illinois and New York laws, rules and regulations that, in our experience, would normally be applicable to transactions of the type contemplated by the Documents, without our having made any special investigation as to the applicability of any specific law, rule or regulation, and in any event excludes laws of the type specified in paragraph J(v) below.

2. Assuming the Borrower does not apply the proceeds of the Loans for the purpose, whether immediate, incidental or ultimate, of buying or carrying “margin stock” (as defined in 12 C.F.R. §221.2), other than shares of the capital stock of the Parent which are either retired or held by the Parent as treasury shares, the making of the Loans as provided in the Credit Agreement will not violate the provisions of Regulation U or X of the Board of Governors of the Federal Reserve System.

3. No Credit Party is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

The opinions expressed herein are subject to the following qualifications and assumptions:

(a) Our opinions are subject to (i) the effect of bankruptcy, insolvency, reorganization, moratorium, conservatorship, receivership or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors and (ii) the effect of general principles of equity (including without limitation concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought.

(b) Certain remedial provisions may be unenforceable in whole or in part, but the inclusion of such provisions does not, in our opinion, render the Documents invalid as a whole and there exist, in the Documents or pursuant to applicable law,

adequate remedies for the practical realization of the principal benefits afforded by the Documents (except for the economic consequences of procedural or other delay).

(c) We have assumed that no party to the Documents has expressly or by implication waived, subordinated or agreed to any modification of any interest created under the Documents.

(d) We express no opinion as to the enforceability of the indemnification provisions of the Documents insofar as said provisions contravene public policy or might require indemnification or payments to any Person with respect to any litigation determined adversely to such Person, or any loss, cost or expense arising out of the gross negligence or willful misconduct of such Person or any violation by such Person of statutory duties, general principles of equity or public policy.

(e) We express no opinion as to the enforceability under certain circumstances of provisions indemnifying a party against liability or requiring contribution from a party for liability, where such indemnification or contribution is contrary to public policy.

(f) We express no opinion as to the effect of the law of any jurisdiction other than the State of New York wherein the enforcement of the Documents may be sought that limits the rates of interest legally chargeable or collectible.

(g) We express no opinion as to any provision of the Documents: (i) authorizing or permitting any party to make determinations in its sole discretion; (ii) restricting access to legal or equitable remedies; (iii) purporting to appoint any person as the attorney-in-fact of any other person; (iv) providing that the Documents may only be amended, modified or waived in writing; (v) stating that all rights or remedies of any party are cumulative and may be enforced in addition to any other right or remedy and that the election of a particular remedy does not preclude recourse to any or more remedies; or (vi) purporting to provide for severability of the provisions thereof.

(h) Provisions of the Documents that permit any party thereto to take actions or make determinations may be subject to a requirement that such actions be taken or such determinations be made on a reasonable basis and in good faith.

(i) We express no opinion as to the enforceability, under certain circumstances, of provisions imposing penalties or forfeitures, late payment charges or an increase in interest rate upon delinquency in payment or the occurrence of a default.

(j) We express no opinion as to:

(1) the existence of any Person’s ownership rights in or title to any property;

(2) the validity, perfection, enforceability or priority of any Lien on any property;

(3) any agreement by any Credit Party to waive jury trial, submit to jurisdiction or appoint an agent for acceptance of service of process;

(4) any provision of any Document purporting to waive any objection to the laying of venue or any claim that an action or proceeding has been brought in an inconvenient forum;

(5) compliance with, or any governmental or regulatory filing, approval, authorization, license, consent or notice, registration or filing required by or under, any (1) U.S. Federal or state environmental law, (2) U.S. Federal or state antitrust law, (3) U.S. Federal or state taxation law, (4) U.S. Federal or state worker health or safety, zoning or permitting or land use matter, (5) U.S. Federal or state patent, trademark or copyright statute, rule or regulation, (6) statutory or other requirement relating to the disposition of hazardous waste or environmental protection, (7) U.S. Federal or state receivership or conservatorship law, (8) securities registration or antifraud provisions under any U.S. Federal or state securities law, (9) U.S. Federal or state labor or employment law, (10) U.S. Federal or state employee benefits or pension law or (11) insurance law;

(6) any provision of any Document which authorizes or permits any purchaser of a participation interest from any party to set off or apply any deposit or property or any indebtedness with respect to any participation interest;

(vii) any provision of any Document (1) restricting access to legal or equitable remedies, (2) purporting to establish evidentiary standards, (3) purporting to appoint any Person as the attorney-in-fact of any other Person, (4) which provides that the Documents may only be amended, modified or waived in writing or (5) stating that all rights or remedies of any party are cumulative and may be enforced in addition to any other right or remedy and that the election of a particular remedy does not preclude recourse to one or more remedies; or

(viii) the existence of any violation of, or default under, any financial ratio or test that may be contained in any agreement or instrument.

(k) We note that the enforceability of the Documents may be limited or rendered ineffective if the Administrative Agent or any Lender fails to act in good faith and in a commercially reasonable manner in seeking to exercise its rights and remedies thereunder. Without limiting the generality of the foregoing, we note that a court might hold that a technical and nonmaterial default under the Documents does not give rise to a right of the Administrative Agent or any Lender to exercise certain remedies including, without limitation, acceleration.

(l) No opinion is rendered herein as to the effect of any law to which any Credit Party may be subject as a result of the legal or regulatory status of the Administrative Agent or any Lender or the involvement by such Persons in the transactions contemplated by the Documents.

(m) We express no opinion as to whether a court sitting in any jurisdiction other than the State of New York will honor the choice of New York law to govern the Documents that specify that New York law is the governing law with respect thereto. With respect to the choice of law provisions in the Documents that specify that New York law is to apply, we draw to your attention that the

enforceability of such provisions (i) may be limited by public policy considerations of any jurisdiction, other than the State of New York, in which enforcement of such provisions, or of a judgment upon an agreement containing such provisions, is sought, (ii) may be limited by the power of a United States District Court sitting in New York or a court of the State of New York to decline to hear an action based on the Documents on the ground that New York is an inconvenient forum and (iii) does not apply to the extent provided in subsection two of Section 1-105 of the Uniform Commercial Code. We express no opinion as to whether a United States federal court would have subject matter jurisdiction over any action arising out of the Documents.

We call to your attention that we have not generally represented the Credit Parties in their business activities and are not familiar with the nature and extent of such activities, and that our engagement has been limited to specific matters as to which we have been consulted by the Credit Parties in connection with the Documents. Accordingly, we are not generally familiar with any Credit Party’s legal affairs or the regulatory regimes to which any such Credit Party or any of its affiliates is subject.

Members of our firm are members of the State Bars of Illinois and New York. This opinion is limited to Applicable Law and we express no opinion herein as to any other law.

This opinion is furnished to you solely in connection with the transactions contemplated herein and may not be relied upon by anyone other than you without our express written consent. Notwithstanding the foregoing, your permitted assignees under the Credit Agreement may rely on this opinion as if it were addressed to them. This opinion speaks solely as of the date hereof and is based solely upon factual matters in existence on the date hereof and on laws and regulations in effect on the date hereof and we do not undertake any obligation to update this opinion in the event of changes in such factual matters or laws or regulations or additional legislation.

	Very truly yours,


	MAYER, BROWN, ROWE & MAW LLP

Schedule I

1. Second Amended and Restated Receivables Sale Agreement, dated as of March 28, 2003, among the Borrower, as seller, Financial, as purchaser, and Financial, as servicer.

2. Amended and Restated USFS Receivables Sale Agreement, dated as of March 28, 2003, among Financial, as seller, USS Receivables Company, Ltd. (“USSR”), as purchaser, and Financial as servicer.

3. Second Amended and Restated Servicing Agreement, dated as of March 28, 2003, among USSR, Financial, as servicer, the Borrower, as support provider, and Bank One, NA, as trustee.

4. Second Amended and Restated Pooling Agreement, dated as of March 28, 2003, among USSR, Financial, as servicer, and Bank One, NA, as trustee.

5. Series 2003-1 Supplement, dated as of March 28, 2003, to the Second Amended and Restated Pooling Agreement, dated as of March 28, 2003, by and among USSR, Financial, as servicer, Bank One, NA, as funding agent, Falcon Asset Securitization Corporation, as initial purchaser, the other parties from time to time thereto, and Bank One, NA, as trustee.

6. Second Amended and Restated Series 2000-2 Supplement, dated as of March 28, 2003, to the Second Amended and Restated Pooling Agreement, dated as of March 28, 2003, by and among USSR, Financial, as servicer, Market Street Funding Corporation, as committed purchaser, PNC Bank, National Association, as administrator, and Bank One, NA, as trustee.

7. Series 2004-1 Supplement, dated as of March 26, 2004 to the Second Amended and Restated Pooling Agreement, dated as of March 28, 2003 by and among Fifth Third Bank (Chicago) and JPMorgan Chase Bank, N.A.

8. Omnibus Amendment, dated as of March 24, 2006, by and among the Borrower, USSR, Financial, Falcon Asset Securitization Corporation, PNC Bank, National Association, Market Street Funding Corporation, JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A., as trustee

9. Omnibus Amendment, dated as of March 25, 2005, by and among the Borrower, USSR, Financial, Falcon Asset Securitization Corporation, PNC Bank, National Association, Market Street Funding Corporation, JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A., as trustee.

10. Omnibus Amendment, dated as of March 26, 2004, by and among the Borrower, USSR, Financial, Falcon Asset Securitization Corporation, PNC Bank, National Association, Market Street Funding Corporation, Bank One, NA (Main Office Chicago) and JPMorgan Chase Bank, N.A., as trustee.

PHELPS DUNBAR LLP

COUNSELORS AT LAW

New Orleans, LA		Jackson, MS
	CANAL PLACE
Baton Rouge, LA	365 CANAL STREET · SUITE 2000	Tupelo, MS
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	FAX: (504) 568-9130
		Tampa, FL

www.phelpsdunbar.com

July 5, 2007

JPMorgan Chase Bank, N.A.

As Agent for the Lenders Hereinafter Named

1 Bank One Plaza

Chicago, Illinois 60670

AND

Each of the Lenders Named in the

Credit Agreement referred to below

Re: Lagasse, Inc.

Ladies and Gentlemen:

We have acted as special Louisiana counsel to Lagasse, Inc., a Louisiana corporation (“Lagasse”), in connection with the transactions contemplated by that certain Second Amended and Restated Five-Year Credit Agreement dated as of July 5, 2007 (the “Credit Agreement”), among United Stationers Supply Co., an Illinois corporation (“Supply”), United Stationers Inc., a Delaware corporation (the “Parent”), the lenders named therein (the “Lenders”) and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Agent”), which amends, supersedes and restates in its entirety that certain Amended and Restated Five-Year Revolving Credit Agreement dated as of October 12, 2005 by and among Supply, the Parent, the Lenders and the Agent, and also in connection with that certain Amendment No. 1 dated as of July 5, 2007 (the “Security Agreement Amendment”), to that certain Pledge and Security Agreement (the “Security Agreement”) dated as of March 21, 2003, by and among Lagasse, Parent, Financial, Technology and Agent, and that certain Reaffirmation (the “Reaffirmation”) dated as of July 5, 2007, by and among Lagasse, the Parent, Supply, United Stationers Financial Services LLC (“Financial”) and United Stationers Technology Services LLC (“Technology”), pertaining to (i) that certain Guaranty (“Guaranty”) dated as of March 21, 2003, by and among Lagasse, the Parent, Financial, Technology, and together with any additional Domestic Subsidiaries (as defined in the Credit Agreement) party thereto in favor of Agent and (ii) the Security Agreement.

In connection with this opinion, we have examined such corporate documents and records of Lagasse and certificates of public officials as we have deemed necessary or appropriate for the purposes of this opinion. In addition, we have examined an executed counterpart of the Reaffirmation and the Security Agreement Amendment (hereinafter sometimes referred to as the “Lagasse Documents”).

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies. As to various questions of fact material to our opinion, we have relied upon representations and recitals made in the Lagasse Documents and upon certificates of public officials and of officers of Lagasse.

In rendering the opinions expressed below, we have assumed, with respect to all of the documents referred to in this opinion letter, that (except, to the extent set forth in the opinions expressed below, as to Lagasse):

(i) such documents have been duly authorized by, have been duly executed and delivered by, and constitute legal, valid, binding and enforceable obligations of, all of the parties to such documents;

(ii) all signatories to such documents have been duly authorized; and

(iii) all of the parties to such documents are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents , and the consummation of the transactions contemplated thereby does not violate the corporate or other charter documents or bylaws of, or any corporate or banking laws pertinent to, or agreements or court orders or judgments binding upon the parties thereto.

For the purpose of this opinion, we further assume:

(iv) That no consent or approval of or filing with any Louisiana governmental authority, applicable to Lagasse specifically (as opposed to applicable normally to similarly situated general business corporations which are not engaged in regulated business activities), or any federal and non-Louisiana governmental authority, are necessary for the execution, delivery and performance by Lagasse of the Lagasse Documents; and

(vi) That there are no documents or agreements between or among Lagasse, Parent, Supply, the Agent or the Lenders or any other Holders of Secured Obligations (as defined in the Credit Agreement), or any two or more of said parties, which alter the provisions of the Lagasse Documents (or the Guaranty or the

Security Agreement) and which would have an effect on the opinions expressed in this opinion letter.

Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth below, we are of the opinion that:

1. Lagasse is a corporation validly existing and in good standing under the laws of the State of Louisiana.

2. Lagasse has the corporate power and authority to enter into and perform its obligations under the Lagasse Documents.

3. Lagasse’s execution, delivery and performance of its obligations under the Lagasse Documents have been duly authorized by all necessary corporate action on the part of Lagasse.

4. Each Lagasse Document has been duly executed and delivered by Lagasse.

5. No consent or approval of or filing with any Louisiana governmental authority is required on the part of Lagasse for the execution and delivery by Lagasse of the Lagasse Documents.

6. Lagasse’s execution, delivery and performance of the Lagasse Documents does not and will not (a) violate any provision of the Articles of Incorporation of Lagasse, or (b) violate applicable provisions of Louisiana statutory law or regulation.

The opinions expressed above are further subject to the specific exceptions and qualifications enumerated below:

(A) The opinions expressed above are subject to the effect of bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally, and by general principles of equity (whether enforcement is considered in a proceeding in equity or law), including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing which among other effects may limit the availability of certain remedies, such as self-help, injunctive relief and specific performance. In particular, we express no opinion as to the possible applicability of provisions of the bankruptcy, insolvency and similar laws of the United States and the State of Louisiana pertaining to fraudulent conveyances.

(B) We express no opinion as to the grant, perfection or effect of perfection or non-perfection, or priority of a security interest in any Collateral (as defined in the Credit Agreement).

(C) We have not examined or verified, and we express no opinion as to, the existence or condition of, or the status of title to, any properties, rights or interests.

(D) We express no opinion as to the enforceability of the Lagasse Documents, and our opinion expressed in paragraph 6(b) above should not be so construed.

(E) We express no opinion regarding whether Lagasse has made any filings (other than as stated in Opinion Paragraph 1 above) or obtained or maintained any permits or other approvals required by or necessary for the operation of its business, including the operation of the Collateral, or whether Lagasse or the Collateral is in compliance with or in violation of any federal or state environmental, zoning, safety or other laws or regulations.

(F) We express no opinion as to the application or effect of any state or federal environmental or intellectual property laws.

The foregoing opinion is limited to the laws of the State of Louisiana . We express no opinion as to matters governed by federal laws or the laws of any other state or any foreign jurisdiction or any matters of municipal law. Furthermore, no opinion is expressed herein as to the effect of any future acts of the parties or changes in existing law. We undertake no responsibility to advise you of any changes after the date hereof in the law or the facts presently in effect that would alter the scope or substance of the opinion herein expressed. This letter expresses our legal opinion as to the foregoing matters based on our professional judgment at this time; it is not, however, to be construed as a guaranty, nor is it a warranty that a court considering such matters would not rule in a manner contrary to the opinion set forth above.

The opinions expressed herein are rendered as of the date hereof. The opinions expressed herein are rendered solely for your benefit and the benefit of your successors and assigns in connection with the transactions described herein. Those opinions may not be used or relied upon by any other person, nor may this letter or any copies hereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without our prior written consent, except that copies may be furnished to your independent auditors, legal counsel and bank regulatory authorities and pursuant to an order or legal process of any relevant governmental authority.

	Very truly yours,


	PHELPS DUNBAR, L.L.P.

July 5, 2007

To the Administrative Agent and the Lenders party to the
Credit Agreement referred to below

Ladies and Gentlemen:

I am the General Counsel of United Stationers Inc. (“ United ”), the ultimate parent company of each of United Stationers Supply Co., an Illinois corporation (“ USSCo ”), United Stationers Financial Services LLC, an Illinois limited liability company (“ USFS ”), and United Stationers Technology Services LLC, an Illinois limited liability company (“ USTS ”; and together with USFS and USSCo, each a “ Loan Party ” and collectively, the (“ Loan Parties ”), and have reviewed the documents prepared in connection with the authorization, execution and delivery of, and the consummation of the transactions contemplated by, the Second Amended and Restated Five-Year Revolving Credit Agreement dated as of July 5, 2007 (the “ Credit Agreement ”), among USSCo, as borrower, United, the lenders named therein (collectively, the “ Lenders ”) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “ Administrative Agent ”). Capitalized terms defined in the Credit Agreement and used (but not otherwise defined) herein are used herein as so defined. This opinion is delivered to you pursuant to Section 4.1.6 of the Credit Agreement.

In so acting, I and/or members of my staff have examined original or copies, certified or otherwise identified to our satisfaction, of the following documents:

(i) the Credit Agreement;

(ii) Amendment No. 1 to the Security Agreement (the “Amendment”);

(iii) the Security Agreement as amended by the Amendment (the “Amended Security Agreement”)

(iv) the Reaffirmation (together with items (i) and (ii), the “ Loan Documents ”)); and

(v) such corporate and limited liability company records, as the case may be, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers, managers and representatives of the Loan Parties as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

We have also made such inquiries of such officers and representatives of the Loan Parties as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures (other than those of the Loan Parties), the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers, managers and

representatives of the Loan Parties and upon the representations and warranties of the Loan Parties contained in the Loan Documents.

Based on the foregoing, and subject to the qualifications stated herein, I am of the opinion that:

1. USSCo has all requisite corporate power and authority to own, lease, encumber and operate its properties and to carry on its business as now being conducted. Each of USFS and USTS has all requisite limited liability company power and authority to own, lease, encumber and operate its properties and to carry on its business as now being conducted.

2. The execution and delivery of the Loan Documents by each Loan Party party thereto, the consummation of the transactions contemplated thereby and by the Amended Security Agreement by such Loan Party and compliance by each Loan Party which is a party thereto with the provisions thereof pertaining to such Loan Party, will not conflict with, constitute a default under or violate any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on such entity of which I am, or any member of my staff is, aware.

3. To my knowledge, or the knowledge of my staff, after inquiry of the responsible officers and managers of the Loan Parties, there is no litigation, proceeding or governmental investigation pending or overtly threatened against any of the Loan Parties or any of their respective properties that relates to any of the transactions contemplated by the Loan Documents or by the Amended Security Agreement.

The opinions expressed herein are limited to the laws of the State of Illinois and I express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

The opinions expressed herein are rendered solely for your benefit and the benefit of your successors and assignees, in connection with the transactions described above. These opinions may not be relied upon by any other person, nor may this letter or any copies thereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without my prior written consent, except that copies of this opinion may be furnished to your independent auditors, legal counsel and appropriate regulatory authorities and pursuant to an order or legal process of any relevant governmental authority.

	Very truly yours,


	Eric A. Blanchard

	Senior Vice President, General Counsel and Secretary

EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

To: The Lenders parties to the
Credit Agreement described below

This Compliance Certificate is furnished pursuant to that certain Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as the same may be amended, modified, renewed or extended from time to time, the “Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as Lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”) for the Lenders. Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES, IN HIS/HER CAPACITY AS AN OFFICER OF THE BORROWER AND NOT INDIVIDUALLY, THAT:

1. I am the duly elected of the Borrower;

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements;

3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or Unmatured Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below;

4. Schedule I attached hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct in all material respects.

Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event:

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of , .

	UNITED STATIONERS SUPPLY CO.

	By:
		Name:
		Title:

SCHEDULE I TO COMPLIANCE CERTIFICATE

Compliance as of , (the “Compliance Date”) with
Provisions of Section 6.20, 6.21, 6.22 and certain other Sections of
the Agreement

I. FINANCIAL COVENANTS

A. MAXIMUM LEVERAGE RATIO (Section 6.20)

(1) Consolidated Funded Indebtedness

(a)	Consolidated Indebtedness for borrowed money		$

(b)	Undrawn amount of all standby Letters of Credit(3)	+	$

(c)	Principal component of all Capitalized Lease Obligations	+	$

(d)	Off-Balance Sheet Liabilities	+	$

(e)	Disqualified Stock	+	$

(f)	Sum of (a) through (e), inclusive		$

(2) Consolidated EBITDA

(a)	Consolidated Net Income		$

(b)	Consolidated Interest Expense	+	$

(c)	Taxes	+	$

(d)	Depreciation	+	$

(e)	Amortization	+	$

(f)	Losses attributable to equity in Affiliates	+	$

(g)	Non-cash charges related to employee compensation	+	$

(3) Exclude (i) up to $10,000,000 of Letters of Credit supporting worker’s compensation obligations and (ii) all Letters of Credit supporting indebtedness identified in clauses (a) through (e), inclusive.

(h)	Extraordinary non-cash or nonrecurring non-cash charges or losses	+	$

(i)	Extraordinary non-cash or nonrecurring non-cash gains	–	$

(j)	Consolidated EBITDA	=	$

(3)		Leverage Ratio (Ratio of (1) to (2))	to 1.00

(4)		State whether the Leverage Ratio exceeded 3.25 to 1.00	Yes/No

B.	MINIMUM CONSOLIDATED NET WORTH (Section 6.21).

	(1)	State whether Consolidated Net Worth (as defined) was less than $550,000,000, minus amounts expended by the Parent on or after July 1, 2007 in connection with permitted stock repurchases and redemptions of capital stock, plus fifty percent (50%) of the sum of Consolidated Net Income (if positive) calculated separately for each fiscal quarter commencing with the fiscal quarter ending on June 30, 2007 plus 50% of Net Cash Proceeds (as defined) resulting from issuances of the Parent’s or any Subsidiary’s capital stock at any time from and after the Restatement Effective Date	Yes/No

C.	CAPITAL EXPENDITURES (Section 6.22).

	(1)	State whether or not the Parent or any Subsidiary has expended, for Capital Expenditures in the acquisition of fixed assets in any fiscal year in the aggregate for the Parent and its Subsidiaries, in excess of $75,000,000, plus any amount permitted to be expended in the immediately preceding fiscal year (pursuant to the absolute dollar limitation for such preceding fiscal year and not pursuant to any carryover provision from a prior fiscal year) but not expended	Yes/No

II.	OTHER MISCELLANEOUS PROVISIONS

A.	RESTRICTED PAYMENTS (Section 6.10)

	(1)	Maximum amount of permitted redemptions and repurchases of the capital stock of the Parent and warrants or options therefor and distributions on the Parent’s capital stock at any time the Leverage Ratio, calculated on a pro forma basis as of the last day of the fiscal quarter ending on or immediately prior to any date of determination for which

financial statemetns have been delivered, shall be equal to or greater than 2.75 to 1.00:

(a)	Greater of (a) $50,000,000 and (b) an amount equal to (x) $50,000,000 plus (y) 50% of Consolidated Net Income in each fiscal quarter beginning with the fiscal quarter ending June 30, 2007		$

(b)	Net cash proceeds received by the Parent or the Borrower from the exercise of stock options issued to directors, officer and employees from and after the Restatement Effective Date	+	$

(c)	Maximum amount of permitted redemptions and repurchases:		$

(2)

Aggregate amount paid in respect of redemptions and repurchases of and distributions on the capital stock of the Parent or warrants or options therefor

(a)	Aggregate amount of all redemptions or repurchases and distirbutions prior to this period		$

(b)	Aggregate amount of all redemptions or repurchases and distirbutions made during this period	+	$

(c)	Aggregate amount of all redemptions and repurchases and distirbutions made on or after the Restatement Effective Date:		$

	(3)	State whether clause 2(c) exceeds clause 1(c)	Yes/No

B.	ASSET SALES (Section 6.12)

	(1)	State whether any asset sales (other than asset sales permitted pursuant to Sections 6.12.1 through 6.12.9, inclusive) have occurred.	Yes/No

	(2)	If yes, attach as a schedule hereto the details of such asset sales and calculation of compliance with Section 6.12.10.

C.	INDEBTEDNESS (Section 6.14)

	(1)	Aggregate outstanding principal amount of Indebtedness in respect of Receivables Purchase Facilities [Maximum: $350,000,000]	$

	(2)	Aggregate outstanding principal amount of Indebtedness incurred in connection with purchase money security interests and Capital Leases [Maximum: $25,000,000]	$

	(3)	Aggregate outstanding principal amount of unsecured, subordinated Indebtedness incurred pursuant to Section 6.14.11	$

	(4)	Aggregate outstanding principal amount of Indebtedness incurred pursuant to Section 6.14.12 [Maximum: $200,000,000]	$

	(5)	Aggregate outstanding principal amount of Indebtedness incurred pursuant to Section 6.14.13 [Maximum: $40,000,000]	$

D.	LIENS (Section 6.15)

	(1)	Aggregate outstanding principal amount of Indebtedness secured by Liens permitted under Section 6.15.24 [Maximum: $15,000,000]	$

	(2)	Aggregate outstanding principal amount of Indebtedness secured by Liens permitted under Section 6.15.25 [Maximum: $200,000,000]	$

E.	CREDIT PARTIES (Section 6.23)

	Domestic Subsidiaries and Material Foreign Subsidiaries(4)

	(1)	Set forth below is a list of all Domestic Subsidiaries (other than the Borrower and SPVs) and all Material Foreign Subsidiaries of the Parent and each Subsidiary. Also set forth below is an indication of whether such Subsidiaries are parties to the Collateral Documents.

Name of Domestic Subsidiaries and Jurisdiction of Formation		Signatory to Guaranty (Yes/No)

United Stationers Financial Services LLC (Illinois)		Yes

United Stationers Technology Services LLC (Illinois)		Yes

Lagasse, Inc. (Louisiana)		Yes

(4) Borrower to update and confirm.

Name of Material Foreign Subsidiaries and Jurisdiction of Formation		Capital Stock Pledged (Yes/No)

FOREIGN SUBSIDIARY INVESTMENTS (Section 6.24)

(a)	Aggregate outstanding principal amount of all Indebtedness of any Foreign Subsidiary to a Credit Party incurred on or after the Restatement Effective Date	+	$

(b)	Aggregate outstanding Investments by any Credit Party in all Foreign Subsidiaries made on or after the Restatement Effective Date	+	$

(c)	Aggregate value of assets transferred by any Credit Party to all Foreign Subsidiaries on or after the Restatement Effective Date	+	$

(d)	Total Foreign Subsidiary Investments in Foreign Subsidiaries (sum of (a) through (c) inclusive)		$

(e)	State whether the amount in clause (d) is greater than $40,000,000		Yes/No

EXHIBIT C

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption (the “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [ Insert name of Assignor ] (the “ Assignor ”) and [ Insert name of Assignee ] (the “ Assignee ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including, without limitation, any letters of credit, guaranties and swingline loans included in such facilities and, to the extent permitted to be assigned under applicable law, all claims (including without limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), suits, causes of action and any other right of the Assignor against any Person whether known or unknown arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby) (the “ Assigned Interest ”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:

2.	Assignee:			[and is an Affiliate/Approved
		Fund of [ identify Lender ](5)

3.	Borrower:	United Stationers Supply Co.

4.	Agent:	JPMorgan Chase Bank, N.A.		as the Administrative Agent under the Credit Agreement


5.	Credit Agreement:		The Second Amended and Restated Five-Year Revolving Credit

(5) Select as applicable.

		Agreement dated as of July 5, 2007, among the Borrower, United Stationers Inc., as a credit party, the financial institutions party thereto as Lenders, and the Agent.

6.	Assigned Interest:

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders*	Amount of Commitment/Loans Assigned*	Percentage Assigned of Commitment/Loans(6)
Revolving Loan Facility	$	$		%
	$	$		%
	$	$		%

Trade Date:

(7)

Effective Date: , 20 [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER BY THE AGENT.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

	ASSIGNOR [NAME OF ASSIGNOR]


	By:
		Title:
	ASSIGNEE [NAME OF ASSIGNEE]


	By:
		Title:
[Consented to and](8) Accepted:
JPMORGAN CHASE BANK, N.A., as Agent

By:
Title:

[Consented to:](9)

*Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

(6) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

(7) Insert if satisfaction of minimum amounts is to be determined as of the Trade Date.

(8) To be added only if the consent of the Agent is required by the terms of the Credit Agreement.

(9) To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

[UNITED STATIONERS SUPPLY CO.]
By:
Title:

ANNEX 1
TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties .

1.1 Assignor . The Assignor represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency, perfection, priority, collectibility, or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document, (v) inspecting any of the property, books or records of the Borrower, or any guarantor, or (vi) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans or the Loan Documents.

1.2. Assignee . The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iii) agrees that its payment instructions and notice instructions are as set forth in Schedule 1 to this Assignment and Assumption, (iv) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be “plan assets” under ERISA, (v) agrees to indemnify and hold the Assignor harmless against all losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee’s non-performance of the obligations assumed under this Assignment and Assumption, (vi) it has received a copy of the Credit Agreement, together with copies of financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender, and (vii) attached as Schedule 1 to this Assignment and Assumption is any documentation required to be delivered by the Assignee with respect to its tax status pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action

under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments . The Assignee shall pay the Assignor, on the Effective Date, the amount agreed to by the Assignor and the Assignee. From and after the Effective Date, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York.

SCHEDULE 1

ADMINISTRATIVE QUESTIONNAIRE

(Schedule to be supplied by Closing Unit or Trading Documentation Unit)

US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS

(Schedule to be supplied by Closing Unit or Trading Documentation Unit)

EXHIBIT D

FORM OF PROMISSORY NOTE

, 20

UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “ Borrower ”), promises to pay to the order of or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agent”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement.

The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder.

This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.

This Note shall be governed by, and construed in accordance with, the internal law of the State of New York.

	UNITED STATIONERS SUPPLY CO.

	By:
	Name:
	Title:

SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
TO
NOTE OF UNITED STATIONERS SUPPLY CO.,
DATED [DATE], 20

Date	Principal Amount of Loan	Maturity of Interest Period	Principal Amount Paid	Unpaid Balance

EXHIBIT E

FORM OF DESIGNATION AGREEMENT

Dated , 20

Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “ Credit Agreement ”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “ Lenders ”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “ Agent ”). Terms defined in the Credit Agreement are used herein as therein defined.

(the “ Designating Lender ”), (the “ Designated Lender ”), and the Borrower agree as follows:

1. The Designating Lender hereby designates the Designated Lender, and the Designated Lender hereby accepts such designation, as its Designated Lender under the Credit Agreement.

2. The Designating Lender makes no representations or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto.

3. The Designated Lender (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Article V and Article VI thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Designation Agreement; (ii) agrees that it will, independently and without reliance upon the Agent, the Designating Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action it may be permitted to take under the Credit Agreement; (iii) confirms that it is an Eligible Designee; (iv) appoints and authorizes the Designating Lender as its administrative agent and attorney-in-fact and grants the Designating Lender an irrevocable power of attorney to receive payments made for the benefit of the Designated Lender under the Credit Agreement and to deliver and receive all communications and notices under the Credit Agreement, if any, that Designated Lender is obligated to deliver or has the right to receive thereunder; (v) acknowledges that it is subject to and bound by the confidentiality provisions of the Credit Agreement (except as permitted under Section 12.4 thereof); and (vi) acknowledges that the Designating Lender retains the sole right and responsibility to vote under the Credit Agreement, including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Agreement, and agrees that the Designated Lender shall be bound by all such votes, approvals, amendments, modifications and waivers and all other agreements of the Designating Lender pursuant to or in connection with the Credit Agreement.

4. Following the execution of this Designation Agreement by the Designating Lender, the Designated Lender and the Borrower, it will be delivered to the Agent for acceptance and recording by the Agent. The effective date of this Designation Agreement shall be the date of acceptance thereof by the Agent, unless otherwise specified on the signature page hereto (the “ Effective Date ”).

5. Upon such acceptance and recording by the Agent, as of the Effective Date (a) the Designated Lender shall have the right to make Loans as a Lender pursuant to Article II of the Credit Agreement and the rights of a Lender related thereto and (b) the making of any such Loans by the Designated Lender shall satisfy the obligations of the Designating Lender under the Credit Agreement to the same extent, and as if, such Loans were made by the Designating Lender.

6. Each party to this Designation Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 6 of the Designation Agreement shall survive the termination of this Designation Agreement and termination of the Credit Agreement.

7. This Designation Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

IN WITNESS WHEREOF, the parties have caused this Designation Agreement to be executed by their respective officers hereunto duly authorized, as of the date first above written.

Effective Date(10):

		[ NAME OF DESIGNATING LENDER ]

		By:
		Name:
		Title:

		[ NAME OF DESIGNATED LENDER ]

		By:
		Name:
		Title:


		UNITED STATIONERS SUPPLY CO.

		By:
		Name:
		Title:

Accepted and Approved this
day of ,

JPMORGAN CHASE BANK, N.A., as Agent


By:
Name:
Title:

(10) This date should be no earlier than the date of acceptance by the Agent.

EXHIBIT F

LIST OF CLOSING DOCUMENTS

Attached

$425,000,000

UNITED STATIONERS SUPPLY CO.
SECOND AMENDED AND RESTATED
FIVE-YEAR REVOLVING CREDIT AGREEMENT

July 5, 2007

LIST OF CLOSING DOCUMENTS(1)

A. LOAN DOCUMENTS

1. Second Amended and Restated Five-Year Revolving Credit Agreement (the “Credit Agreement”) by and among United Stationers Supply Co., an Illinois corporation (the “Borrower”), United Stationers Inc., a Delaware corporation, as a credit party (the “Parent”), the institutions from time to time parties thereto as Lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for itself and the other Lenders (the “Administrative Agent”), evidencing a $425,000,000 revolving credit facility.

SCHEDULES

Commitment Schedule Pricing Schedule

*Schedule 5.8*	—	*Subsidiaries*
*Schedule 6.12*	—	*Identified Property Dispositions*
*Schedule 6.13*	—	*Investments*
*Schedule 6.14*	—	*Indebtedness*
*Schedule 6.15*	—	*Liens*

EXHIBITS

Exhibit A	—	Form of Credit Parties’ Counsel’s Opinion
Exhibit B	—	Form of Compliance Certificate
Exhibit C	—	Form of Assignment and Assumption Agreement
Exhibit D	—	Form of Promissory Note (if requested)
Exhibit E	—	Form of Designation Agreement
Exhibit F	—	List of Closing Documents

(1) Each capitalized term used herein and not defined herein shall have the meaning assigned to such term in the above-defined Credit Agreement. Items appearing in bold and italics shall be prepared and/or provided by the Borrower and/or Borrower’s counsel.

2. Amendment No. 1 dated as of July 5, 2007 to that certain Pledge and Security Agreement dated as of March 21, 2003.

3. Notes, if requested, executed by the Borrower in favor of each Lender requesting a Note (each such Lender a “Requesting Lender”) in the aggregate principal amount of such Requesting Lenders’ Commitments under the Credit Agreement.

4. Reaffirmation executed by the Parent and each Domestic Subsidiary identified in Appendix A hereto (the Parent, each such Subsidiary and the Borrower herein being the “Credit Parties”).

B. CORPORATE DOCUMENTS

5. Certificate of the Secretary or an Assistant Secretary of each Credit Party certifying (i) that there have been no changes in the Articles or Certificate of Incorporation, Certificate of Formation or other charter document of such Credit Party, as attached thereto and as certified as of a recent date by the secretary of state (or the equivalent thereof) of its jurisdiction of organization, if applicable, since the date of the certification thereof by such secretary of state (or equivalent thereof), if applicable, (ii) the By-Laws, Operating Agreement, or other applicable organizational document, as attached thereto, of such Credit Party as in effect on the date of such certification, (iii) resolutions of the Board of Directors . , Board of Managers, or other governing body of such Credit Party authorizing the execution, delivery and performance of each Loan Document to which it is a party, and (iv) the names and true signatures of the incumbent officers of such Credit Party authorized to sign the Loan Documents to which it is a party, and, in the case of the Borrower, authorized to request borrowings under the Credit Agreement.

6. Good Standing Certificates (or the equivalent thereof) for each Credit Party from its respective jurisdiction of organization and those other jurisdictions identified in Appendix A hereto.

C. O PINIONS

7. Opinions of counsel to the Borrower and certain of its Subsidiaries:

(a) Mayer Brown Rowe & Maw LLP

(b) Eric A. Blanchard, Senior Vice President, General Counsel and Secretary of the Parent; and

(c) Phelps Dunbar LLP.

D. CLOSING CERTIFICATES AND MISCELLANEOUS

8. Initial Compliance Certificate dated as of the Closing Date reflecting calculations as of March 31, 2007.

9. Financial Condition Certificate delivered by an officer of the Borrower, with appropriate supporting information attached.

10. A Certificate signed by the Chief Financial Officer of the Borrower certifying that as of the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) all of the representations and warranties in Article V of the Credit Agreement are true and correct as of the Closing Date, and (iii) except as disclosed in the Identified Disclosure Documents, no material adverse change in the business, Property, condition (financial or otherwise), operations or results of operations, performance or prospects of the Parent and its Subsidiaries taken as a whole, or the Borrower and its Subsidiaries taken as a whole, has occurred since December 31, 2006.

11. List of written disclosure memoranda (other than filings made with the Securities and Exchange Commission) delivered to the Agent and the Lenders that constitute Identified Disclosure Documents.

12. ABS Consent

APPENDIX A

Credit Parties: Good Standing Jurisdictions(1)

Name of Debtor; Address; EIN; Organizational ID Number		Good Standing Jurisdictions

United Stationers Supply Co. 2200 East Golf Road Des Plaines, IL 60016 EIN: 36-2431718 Org ID: 1648-748-1		Illinois Minnesota

United Stationers Inc. 2200 East Golf Road Des Plaines, IL 60016 EIN: 36-3141189 Org ID: 0920601		Delaware

Lagasse, Inc. EIN: 72-0514669 Org ID: 24408350D		Louisiana Minnesota

United Stationers Financial Services LLC EIN: 00543071 Org ID: 36-4428313		Illinois

United Stationers Technology Services LLC EIN: 0056-416-8 Org ID: 52-2323076		Illinois

(1) Borrower to confirm accuracy.

Exhibit 10.3

AMENDMENT NO. 1

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) , dated as of December 21, 2007, among United Stationers Supply Co., an Illinois corporation, as the Borrower (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 (the “ Agent ”). Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the Credit Agreement.

WHEREAS, the Borrower, the Lenders and the Agent have entered into that certain Second Amended and Restated Five-Year Revolving Credit Agreement (the “ Credit Agreement ”) dated as of July 5, 2007 among the Borrower, United Stationers Inc., the Lenders and the Agent;

WHEREAS, pursuant to Section 2.21 of the Credit Agreement, the Borrower has requested that the Credit Agreement be amended to issue term loans thereunder in the aggregate principal amount of $200,000,000; and

WHEREAS, subject to the terms and conditions hereof, the undersigned Lenders and the Agent have agreed to the requested changes;

NOW, THEREFORE, in consideration of the premises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to the Credit Agreement . Effective as of the date first above written and subject to the execution of this Amendment by the parties hereto and the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended as follows:

(a) On the cover page and the first page of the Credit Agreement, the title of the Credit Agreement shall be changed to the “Second Amended and Restated Credit Agreement”.

(b) Section 1.1 is hereby amended as follows:

(i) The definition of “ Advance ” is hereby modified by deleting therefrom the two references to “Revolving”.

(ii) The definition of “ Business Day ” is hereby modified by replacing the language now contained therein with the following:

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

(iii) The definition of “ Commitment ” is hereby modified to insert “Revolving” immediately before the reference to “Loans”.

(iv) The definition of “ Commitment Schedule ” is hereby modified to insert the following at the end thereof: “and each Lender’s Term Loan Commitment”.

(v) The definition of “ Credit Extension Date ” is hereby modified to insert “of Revolving Loans” immediately after the reference to “Advance”.

(vi) The definition of “ Eurodollar Loan ” is hereby modified to delete therefrom the reference to “Revolving”.

(vii) The definition of “ Floating Rate Loan ” is hereby modified to delete therefrom the reference to “Revolving”.

(viii) The definition of “ Loan ” is hereby modified to add at the end thereof the following: “or such Lender’s Term Loan made pursuant to Sections 2.21 and 2.22.”

(ix) The definition of “ Pro Rata Share ” is hereby modified by replacing the language now contained therein with the following:

“ Pro Rata Share ” means, with respect to a Lender, a portion equal to a fraction the numerator of which is the sum of such Lender’s Commitment plus the outstanding principal balance of such Lender’s Term Loans at such time (in each case, as adjusted from time to time in accordance with the provisions of this Agreement) and the denominator of which is the sum of the Aggregate Commitment plus the outstanding principal balance of all Term Loans at such time, or, if the Aggregate Commitment has been terminated, a fraction the numerator of which is the sum of such Lender’s Outstanding Credit Exposure plus the outstanding principal balance of such Lender’s Term Loans at such time and the denominator of which is the sum of the Aggregate Outstanding Credit Exposure plus the outstanding principal balance of all Term Loans at such time.”

(x) The definition of “Type” is hereby modified to delete therefrom the reference to “Revolving”.

“ Revolving Percentage ” means, with respect to a Lender, a portion equal to a fraction the numerator of which is such Lender’s Commitment at such time (in each case, as

adjusted from time to time in accordance with the provisions of this Agreement) and the denominator of which is the Aggregate Commitment at such time, or, if the Aggregate Commitment has been terminated, a fraction the numerator of which is such Lender’s Outstanding Credit Exposure at such time and the denominator of which is the sum of the Aggregate Outstanding Credit Exposure at such time.

“ Term Loan Commitment ” shall mean the commitment of each Lender to make Term Loans as set forth on the Commitment Schedule.

“ Term Loan Effective Date ” shall mean the date as of which the conditions precedent to the issuance of the Term Loans as provided in Section 2.21 have been satisfied.

“ Term Loan Maturity Date ” shall mean the earlier of (a) July 5, 2012 and (b) the date of acceleration of the Term Loans pursuant to Section 8.1 hereof.

(d) Sections 2.1.2, 2.4.4, 2.5.1, 2.20.2, 2.20.4, 2.20.5, 2.20.6 and 2.20.10 are hereby amended to delete the references to “Pro Rata Share” and replace them with references to “Revolving Percentage.”

(e) Section 2.3(a) is hereby amended by (i) inserting a reference to “of Revolving Loans” immediately after the reference to “Advance” and (ii) inserting the following sentence at the end “Each Advance of Term Loans hereunder shall consist of Term Loans made from the several Lenders ratably in proportion to their respective Term Loan Commitments.”

(f) Section 2.6 is hereby amended by inserting a reference to “of Revolving Loans” immediately after the reference to “Floating Rate Advance”.

(g) Section 2.8 is hereby amended to delete the reference to “Revolving” immediately prior to the initial reference to “Loans”.

(h) Section 2.13 is hereby amended to delete each reference to “Revolving”.

(i) Section 2.17 is hereby amended to delete each reference to “Revolving”.

(j) Section 2.18 is hereby amended to delete each reference to “Revolving”.

(k) Section 2.19 is hereby amended to delete the references to “Pro Rata Share” and replace them with references to “pro rata share”, and is further amended to insert “and the Term Loans” immediately after each reference to “Outstanding Credit Exposure” and is further amended to delete the reference to “Revolving”.

(l) A new Section 2.22 is hereby added as follows:

“ Section 2.22 . Term Loans . Each Lender agrees to make a Term Loan to the Borrower on the Term Loan Effective Date in an amount equal to such Lender’s Term Loan Commitment by making immediately available funds available to the Agent not later than the time specified by the Agent. Amounts prepaid or repaid in respect of Term Loans may not be

reborrowed. The Borrower shall repay the aggregate outstanding principal balance of the Term Loans on the Term Loan Maturity Date.”

(m) Section 3.2 is hereby amended to insert “, its Term Loans” immediately after the reference to “Outstanding Credit Exposure”.

(n) Section 3.3 is hereby amended to delete the reference to “Revolving”.

(o) Section 3.6 is hereby amended to delete the reference to “Revolving”.

(p) Section 6.13.7 is hereby amended to delete the reference to “$20,000,000” and to replace it with “$40,000,000.”

(q) The Commitment Schedule to the Credit Agreement is hereby amended by deleting the Commitment Schedule now attached to the Credit Agreement and substituting therefor the Commitment Schedule attached to this Amendment.

(r) The Pricing Schedule to the Credit Agreement is hereby amended by adding at the end of the first sentence in the last paragraph the following: “except that, beginning on the Term Loan Effective Date, the Applicable Margin for Term Loans shall be based on Level V Status until the receipt of Financials for the fiscal year ending December 31, 2007”.

(s) Schedule 6.13 to the Credit Agreement is hereby amended to delete Item 3 on Part A thereof and to delete Part B thereof.

2. Conditions of Effectiveness . This Amendment shall become effective and be deemed effective as of the date hereof, if, and only if, the Agent shall have received each of the following:

(a) duly executed originals of this Amendment from the Borrower, the Required Lenders parties to the Credit Agreement prior to giving effect to this Amendment, each of the Lenders with a Term Loan Commitment and the Agent;

(b) the Agent shall have received duly executed originals of a Reaffirmation in the form of Attachment A attached hereto from each of the Credit Parties identified thereon; and

3. Representations and Warranties of the Borrower . The Borrower hereby represents and warrants as follows:

(a) This Amendment and the Credit Agreement as previously executed and as amended hereby, constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms.

(b) Upon the effectiveness of this Amendment, the Borrower hereby reaffirms all covenants, representations and warranties made in the Credit Agreement, to the extent the same are not amended hereby, and agrees that all such covenants, representations and warranties (as so modified) shall be deemed to have been remade as of the effective date of this Amendment; provided that to the extent any such representation or warranty is stated in the Credit Agreement to relate solely to an earlier date, the Borrower affirms solely that such representation or warranty was true and correct in all material respects on and as of such earlier date.

4. Reference to the Effect on the Credit Agreement .

(a) Upon the effectiveness of Section 1 hereof, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended hereby.

(b) Except as specifically amended above, the Credit Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect, and are hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Agent or any of the Banks, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

5. Costs and Expenses . The Borrower agrees to pay all reasonable out-of-pocket costs, fees and out-of-pocket expenses (including attorneys’ fees and expenses charged to the Agent) incurred by the Agent in connection with the preparation, execution and enforcement of this Amendment.

6. Governing Law . This Amendment shall be governed by and construed in accordance with the internal laws (as opposed to the conflict of law provisions) of the State of New York.

7. Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

8. Counterparts . This Amendment may be executed by one or more of the parties to the Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered on the date first above written.

	UNITED STATIONERS SUPPLY CO.,
	as the Borrower


	By:
	Name:		Victoria J. Reich
	Title:		Senior Vice President and Chief
			Financial Officer

	Notice Information:

	One Parkway N. Blvd., Suite 100
	Deerfield, Illinois 60015-2559
	Attn: General Counsel
	Telephone: (847) 627-7000
	Facsimile: (847) 627-7087

	With a copy to:

	One Parkway N. Blvd., Suite 100
	Deerfield, Illinois 60015-2559
	Attn: Chief Financial Officer
	Telephone: (847) 627-2113
	Facsimile: (847) 627-7113
	and
	Facsimile: (847) 572-2358

	UNITED STATIONERS INC.,
	as a Credit Party


	By:
	Name:		Victoria J. Reich
	Title:		Senior Vice President and Chief
			Financial Officer

	Notice Information:

	One Parkway N. Blvd., Suite 100
	Deerfield, Illinois 60015-2559
	Attn: General Counsel
	Telephone: (847) 627-7000
	Facsimile: (847) 627-7087

	With a copy to:

	One Parkway N. Blvd., Suite 100
	Deerfield, Illinois 60015-2559
	Attn: Chief Financial Officer
	Telephone: (847) 627-2113
	Facsimile: (847) 627-7113
	and
	Facsimile: (847) 572-2358

	JPMORGAN CHASE BANK, NATIONAL
	ASSOCIATION, individually, as an LC Issuer, and as Agent


	By:
	Name:
	Title:

	Notice Information:

	10 S. Dearborn St.
	Chicago, IL 60603
	Attn: Nathan Bloch
	Telephone: (312) 325-3094
	Facsimile: (312) 325-3077

	PNC BANK, NATIONAL ASSOCIATION


	By:
	Name:
	Title:

	U.S. BANK NATIONAL ASSOCIATION


	By:
	Name:
	Title:

	KEYBANK NATIONAL ASSOCIATION


	By:
	Name:
	Title:

	LASALLE BANK, NATIONAL ASSOCIATION


	By:
	Name:
	Title:

	RBS CITIZENS, N.A., as Lender and as LC Issuer


	By:
	Name:
	Title:

	FIFTH THIRD BANK (CHICAGO), A MICHIGAN BANKING CORPORATION


	By:
	Name:
	Title:

	NATIONAL CITY BANK

	By:
	Name:
	Title:

	UNION BANK OF CALIFORNIA, N.A.


	By:
	Name:
	Title:

	ASSOCIATED BANK, N.A.


	By:
	Name:		Daniel Holzhauer
	Title:		Vice President

	CAPITAL ONE, N.A.


	By:
	Name:
	Title:

	WELLS FARGO BANK, NATIONAL ASSOCIATION


	By:
	Name:		Edmund Lester
	Title:		Senior Vice President

	CHARTER ONE BANK, N.A.


	By:
	Name:
	Title:

	THE NORTHERN TRUST COMPANY


	By:
	Name:
	Title:

	HSBC BANK, USA, N.A.


	By:
	Name:
	Title:

	TD BANKNORTH, N.A.


	By:
	Name:
	Title:

	FIRST HAWAIIAN BANK


	By:
	Name:
	Title:

ATTACHMENT A

REAFFIRMATION

Each of the undersigned hereby acknowledges receipt of a copy of Amendment No. 1 to the Second Amended and Restated Five-Year Revolving Credit Agreement dated as of July 5, 2007 by and among UNITED STATIONERS SUPPLY CO. (the “ Borrower ”), UNITED STATIONERS INC., as a credit party (the “ Parent ”), the financial institutions from time to time parties thereto (the “ Lenders ”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent (the “ Agent ”) (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), which Amendment No. 1 is dated as of December 21, 2007 (the “ Amendment ”). Capitalized terms used in this Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. The undersigned acknowledge and agree that nothing in the Credit Agreement, the Amendment or any other Loan Document shall be deemed to require the Agent or any Lender to consent to any future amendment or other modification to the Credit Agreement or any Loan Document. Each of the undersigned reaffirms the terms and conditions of the Guaranty, the Security Agreement, the Intellectual Property Security Agreements and any other Loan Document executed by it and acknowledges and agrees that such agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or restated.

Dated: December 21, 2007

LAGASSE, INC.			UNITED STATIONERS FINANCIAL
			SERVICES LLC
By:
Name:			By:
Title:			Name:
			Title:

UNITED STATIONERS SUPPLY CO.			UNITED STATIONERS TECHNOLOGY
			SERVICES LLC
By:
Name:			By:
Title:			Name:
			Title:

COMMITMENT SCHEDULE

LENDER	COMMITMENT		TERM LOAN COMMITMENT
JPMorgan Chase Bank, National Association	$	42,000,000	$	18,000,000
PNC Bank, National Association	$	37,000,000	$	15,000,000
U.S. Bank National Association	$	37,000,000	$	15,000,000
KeyBank National Association	$	37,000,000	$	15,000,000
LaSalle Bank, National Association	$	37,000,000	$	15,000,000
RBS Citizens, N.A.	$	30,000,000	$	12,000,000
Comerica Bank	$	30,000,000	$	0
Fifth Third Bank (Chicago), A Michigan Banking Corporation	$	30,000,000	$	12,000,000
Union Bank of California, N.A.	$	30,000,000	$	17,000,000
Wells Fargo Bank, National Association	$	30,000,000	$	12,000,000
Associated Bank, N.A.	$	24,000,000	$	4,000,000
National City Bank	$	24,000,000	$	7,500,000
The Northern Trust Company	$	24,000,000	$	7,500,000
Capital One, N.A.	$	13,000,000	$	0
HSBC Bank, USA, N.A.	$	0	$	20,000,000
TD Banknorth, N.A.	$	0	$	20,000,000
First Hawaiian Bank	$	0	$	10,000,000
TOTAL:	$	425,000,000	$	200,000,000

Exhibit 10.4

EXECUTION COPY

TRANSFER AND ADMINISTRATION AGREEMENT

by and among

UNITED STATIONERS RECEIVABLES, LLC,

UNITED STATIONERS SUPPLY CO.,

as Originator,

UNITED STATIONERS FINANCIAL SERVICES LLC,

as Seller and Servicer,

ENTERPRISE FUNDING COMPANY LLC,

as a Conduit Investor,

MARKET STREET FUNDING LLC,

as a Conduit Investor,

BANK OF AMERICA, NATIONAL ASSOCIATION,

as Agent, as a Class Agent and as an Alternate Investor,

PNC BANK, NATIONAL ASSOCIATION,

as a Class Agent and as an Alternate Investor,

and

THE OTHER ALTERNATE INVESTORS

FROM TIME TO TIME PARTIES HERETO

Table of Contents

					Page

Article I			Definitions		1
Section 1.1				Certain Defined Terms	1
Section 1.2				Other Terms	21
Section 1.3				Computation of Time Periods; Calculations	21

Article II			Purchases and Settlements		22
Section 2.1				Transfer of Affected Assets; Intended Characterization	22
Section 2.2				Purchase Price	23
Section 2.3				Investment Procedures	23
Section 2.4				IS SPECIFIED IN SCHEDULE I, WHICH IS INCORPORATED HEREIN BY REFERENCE	26
Section 2.5				Yield, Fees and Other Costs and Expenses	26
Section 2.6				Deemed Collections	26
Section 2.7				Reductions in Net Investment; Payments and Computations, Etc.	27
Section 2.8				Reports	27
Section 2.9				Collection Account	28
Section 2.10				Sharing of Payments, Etc.	28
Section 2.11				Right of Setoff	29

Article III		Additional Alternate Investor Provisions			29
Section 3.1				Assignment to Alternate Investors	29
Section 3.2				Downgrade of Alternate Investor	31
Section 3.3				Non-Renewing Alternate Investors	33
Section 3.4				New Alternate Investors and Liquidity Banks	34

Article IV		Representations and Warranties			34
Section 4.1				Representations and Warranties of the Originator, the SPV, the Seller and the Servicer	34
Section 4.2				Additional Representations and Warranties of the Servicer	41

Article V	Conditions Precedent				41
Section 5.1				Conditions Precedent to Closing	41
Section 5.2				Conditions Precedent to All Investments and Reinvestments	45

Article VI	Covenants				46
Section 6.1				Affirmative Covenants of the SPV and Servicer	46
Section 6.2				Negative Covenants of the SPV and Servicer	51
Section 6.3				IS SPECIFIED IN SCHEDULE 6.3, WHICH IS INCORPORATED HEREIN BY REFERENCE	53

Article VII	Administration and Collections				53
Section 7.1				Appointment of Servicer	53
Section 7.2				Duties of Servicer.	55

Section 7.3		Blocked Account Arrangements	56
Section 7.4		Enforcement Rights After Designation of New Servicer	56
Section 7.5		Servicer Default	57
Section 7.6		Servicing Fee	58
Section 7.7		Protection of Ownership Interest of the Investors	58

Article VIII	Termination Events		59
Section 8.1		Termination Events	59
Section 8.2		Termination	62

Article IX	Indemnification; Expenses; Related Matters		62
Section 9.1		Indemnities by the SPV and the Servicer	62
Section 9.2		Indemnity for Taxes, Reserves and Expenses	65
Section 9.3		Taxes	67
Section 9.4		Other Costs and Expenses; Breakage Costs	67
Section 9.5		[Reserved]	68
Section 9.6		Indemnities by the Servicer	68
Section 9.7		Accounting Based Consolidation Event	68

Article X	The Agent		69
Section 10.1		Appointment and Authorization of Agent	69
Section 10.2		Delegation of Duties	69
Section 10.3		Liability of Agent	69
Section 10.4		Reliance by Agent	70
Section 10.5		Notice of Termination Event, Potential Termination Event or Servicer Default	70
Section 10.6		Credit Decision; Disclosure of Information by the Agent	71
Section 10.7		Indemnification of the Agent	71
Section 10.8		Agent in Individual Capacity	72
Section 10.9		Resignation of Agent	72
Section 10.10		Payments by the Agent	72
Section 10.11		Appointment and Authorization of Class Agents	73
Section 10.12		Delegation of Duties	73
Section 10.13		Reliance by Class Agents	73
Section 10.14		Notice of Termination Event, Potential Termination Event or Servicer Default	74
Section 10.15		Credit Decision; Disclosure of Information by the Class Agents	74
Section 10.16		Indemnification of the Class Agent	75
Section 10.17		Class Agent in Individual Capacity	75
Section 10.18		Resignation of Class Agent	76
Section 10.19		Liability of Agent and the Class Agents	76

Article XI	Miscellaneous		76
Section 11.1		Term of Agreement.	76
Section 11.2		Waivers; Amendments	77
Section 11.3		Notices; Payment Information	77

Section 11.4	Governing Law; Submission to Jurisdiction; Appointment of Service Agent	78
Section 11.5	Integration	79
Section 11.6	Severability of Provisions	79
Section 11.7	Counterparts; Facsimile Delivery	79
Section 11.8	Successors and Assigns; Binding Effect	79
Section 11.9	Waiver of Confidentiality	82
Section 11.10	Confidentiality Agreement	82
Section 11.11	No Bankruptcy Petition Against the Conduit Investors	83
Section 11.12	No Recourse Against Conduit Investors	83

Schedules

Schedule I	Yield and Rate Periods
Schedule II	Specified Ineligible Receivables
Schedule III	Settlement Procedures
Schedule 4.1(g)	List of Actions and Suits
Schedule 4.1(i)	Location of Certain Offices and Records
Schedule 4.1(j)	List of Subsidiaries, Divisions and Tradenames; FEIN
Schedule 4.1(r)	List of Blocked Account Banks and Blocked Accounts
Schedule 4.1(bb)	Disclosure Representations and Covenants
Schedule 6.3	Financial Covenants
Schedule 11.3	Address and Payment Information

Exhibits

Exhibit A	Form of Assignment and Assumption Agreement
Exhibit B	[Reserved]
Exhibit C	Credit and Collection Policies and Practices
Exhibit D	Form of Investment Request
Exhibit E	Form of Blocked Account Agreement
Exhibit F	Form of Servicer Report
Exhibit G	Form of SPV Secretary’s Certificate
Exhibit H	Forms of Originator/Servicer/Seller Secretary’s Certificate
Exhibit I	Form of Opinion of Counsel for the SPV, Originator, Seller and Servicer
Exhibit J	Scope of Agreed Upon Procedures
Exhibit K	Form of Compliance Certificate

iii

TRANSFER AND ADMINISTRATION AGREEMENT

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 institutions from time to time parties hereto as Alternate Investors.

Article I

Definitions

Section 1.1 Certain Defined Terms .

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

Accounting Based Consolidation Event : Solely to the extent such entity is not consolidated with such Indemnified Party on or prior to the date hereof, the consolidation, for financial and/or regulatory accounting purposes, of all or any portion of the assets and liabilities of any Conduit Investor that is the subject of this Agreement or any other Transaction Document with all or any portion of the assets and liabilities of the Agent or any Alternate Investor in such Conduit Investor’s Class or any of their Affiliates as the result of the occurrence of any change after the date hereof in accounting standards or the issuance of any pronouncement, interpretation or release, by any accounting body or any other governmental body charged with the promulgation or administration of accounting standards, including the Financial Accounting Standards Board, the International Accounting Standards Board, the American Institute of Certified Public Accountants, the Federal Reserve Board of Governors and the Securities and Exchange Commission.

Additional Costs : As defined in Section 9.2(d) .

Adverse Claim : Except for Permitted Liens, any lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person’s assets or properties in favor of any other Person.

Advertising Receivable : Any Receivable which arises from the Originator’s business of selling catalogs and related advertising materials to its customers, which Receivables are indicated as “advertising” on the Originator’s receivables aging books and records.

Affected Assets : Collectively, (i) the Receivables, (ii) the Related Security, (iii) all rights and remedies of the SPV under the Second Tier Agreement, together with all financing statements

filed by the SPV against the Originator and the Seller in connection therewith, (iv) all Blocked Accounts and all funds and investments therein and all Blocked Account Agreements, and (v) all proceeds of the foregoing.

Affiliate : As to any Person, any other Person which, directly or indirectly, owns, is in control of, is controlled by, or is under common control with, such Person, in each case whether beneficially, or as a trustee, guardian or other fiduciary. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the other Person, whether through the ownership of voting securities or membership interests, by contract, or otherwise.

Agent : Bank of America, in its capacity as agent for the Investors, and any successor thereto appointed pursuant to Article X .

Agent-Related Persons : The Agent, or any Class Agent, as the case may be, together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and their respective Affiliates.

Aggregate Unpaids : At any time, an amount equal to the sum of (i) the aggregate unpaid Yield accrued and to accrue to maturity with respect to all Rate Periods at such time, (ii) the Net Investment at such time and (iii) all other amounts owed (whether or not then due and payable) hereunder and under the other Transaction Documents by the SPV, the Seller and the Originator to the Agent, the Class Agents, the Investors or the Indemnified Parties at such time.

Agreement : As defined in the Preamble .

Alternate Investor Percentage : At any time with respect to any Alternate Investor, the percentage equivalent of a fraction the numerator of which is equal to the Commitment of such Alternate Investor on such day and the denominator of which is equal to the related Class Facility Limit on such day.

Alternate Investors : With respect to (a) the Enterprise Funding Class, Bank of America and each other financial institution identified as a member of the Enterprise Funding Class on the signature pages hereof and any other financial institution that shall become a party to this Agreement pursuant to Section 11.8 and who are identified as a being a member of the Enterprise Funding Class, (b) the Market Street Class, PNC Bank and each other financial institution identified as a member of the Market Street Class on the signature pages hereof and any other financial institution that shall become a party to this Agreement pursuant to Section 11.8 and who are identified as a being a member of the Market Street Class and (c) any other Class, each financial institution identified as a member of such Class on the signature pages hereof and any other financial institution that shall become a party to this Agreement pursuant to Section 11.8 and who are identified as a being a member of such Class.

Alternate Rate : As defined in Section 2.4 .

Asset Interest : As defined in Section 2.1(b) .

Assignment Amount : With respect to an Alternate Investor at the time of any assignment pursuant to Section 3.1 , an amount equal to the least of (i) such Alternate Investor’s Alternate Investor Percentage of the portion of the related Class Net Investment requested by the related Conduit Investor to be assigned at such time; (ii) such Alternate Investor’s unused Commitment (minus the unrecovered principal amount of such Alternate Investor’s investments in the Asset Interest pursuant to the Program Support Agreement to which it is a party); and (iii) in the case of an assignment on or after the Conduit Investment Termination Date, such Alternate Investor’s Alternate Investor Percentage of the Investor Percentage of the related Conduit Investor of the sum of (A) the aggregate Unpaid Balance of the Receivables (other than Defaulted Receivables), plus (B) all Collections received by the Servicer but not yet remitted by the Servicer to the Agent, plus (C) any amounts in respect of Deemed Collections required to be paid by the SPV at such time.

Assignment and Assumption Agreement : An Assignment and Assumption Agreement substantially in the form of Exhibit A .

Assignment Date : As defined in Section 3.1(a) .

Bank of America : As defined in the Preamble .

Bankruptcy Code : The Bankruptcy Reform Act of 1978, 11 U.S.C. §§ 101 et seq.

Base Rate : As defined in Section 2.4 .

Blocked Account : Any account maintained by the SPV at a Blocked Account Bank into which Collections are received or deposited, as set forth in Schedule 4.1(s) , or any account added as a Blocked Account pursuant to and in accordance with Section 4.1(s) and which, if not maintained at and in the name of the Agent, is subject to a Blocked Account Agreement.

Blocked Account Agreement : An agreement among the SPV, the Agent and a Blocked Account Bank in substantially the form of Exhibit E or in form and substance reasonably satisfactory to the Agent.

Blocked Account Bank : Each of the banks set forth in Schedule 4.1(s) , as such Schedule 4.1(s) may be modified pursuant to Section 4.1(s) .

Business Day : Any day excluding Saturday, Sunday and any day on which banks in New York, New York and Charlotte, North Carolina, are authorized or required by law to close, and, when used with respect to the determination of any Offshore Rate or any notice with respect thereto, any such day which is also a day for trading by and between banks in United States dollar deposits in the London interbank market.

Capitalized Lease : Of a Person, means any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.

Charged-off Receivable : Any Receivable that is, or should have been, charged-off in accordance with the Credit and Collection Policy.

Class : Each group of Investors consisting of the related Class Agent, one or more related Conduit Investors and the related Alternate Investors, and their respective successors and permitted assigns. Initially, there are 2 classes, the Enterprise Funding Class and the Market Street Class.

Class Agent : With respect to (i) the Enterprise Funding Class, Bank of America and its successors and permitted assigns and (ii) the Market Street Class, PNC Bank and its successors and permitted assigns, and (iii) any other Class, the Person specified in any supplement to this Agreement as the class agent for such Class and such Person’s successors and permitted assigns.

Class Facility Limit : With respect to the Enterprise Funding Class, $102,000,000, (ii) with respect to the Market Street Class, $51,000,000 and (iii) with respect to any other Class, the amount specified in any supplement to this Agreement as the Class Facility Limit for such Class; provided, however, that the Class Facility Limit with respect to any Class shall not at any time exceed the aggregate Commitments for the related Alternate Investors.

Class Maximum Net Investment : At any time for any Class, an amount equal to the related Class Facility Limit divided by 1.02.

Class Net Investment : At any time with respect to any Class, the excess, if any of (a) the sum, without duplication, of (i) the cash amounts paid by the related Class Agent on behalf of the Investors in the related Class to the SPV pursuant to Sections 2.2 and 2.3 and (ii) the amount of any funding under a Program Support Agreement related to such Class that is allocated to the Interest Component related to such Class at the time of such funding over (b) the aggregate amount of Collections theretofore received and applied by such Class Agent to reduce the related Class Net Investment pursuant to Section 2.12 ; provided that the Class Net Investment of a Class shall be restored and reinstated in the amount of any Collections so received and applied if at any time the distribution of such Collections is rescinded or must otherwise be returned for any reason; provided further , that the Class Net Investment of a Class shall be increased by the amount described in Section 3.1(b) as described therein.

Class Pro Rata Share : With respect to any Class on any date, the percentage equivalent of a fraction, the numerator of which is the related Class Facility Limit as of such date and the denominator of which is the Facility Limit as of such date.

Class Termination Date : For any Class, unless the related Class Agent elects otherwise, the date of termination of the commitment of any Program Support Provider under a Program Support Agreement with respect to such Class, it being understood that as of the Closing Date, the commitment termination dates for the Liquidity Agreements for each Class are the Commitment Termination Date.

Closing Date : March 3, 2009.

Code : The Internal Revenue Code of 1986, as amended.

Collateral Agent : Bank of America, as collateral agent for any Program Support Provider, the holders of Commercial Paper and certain other parties.

Collection Account : As defined in Section 2.9 .

Collections : With respect to any Receivable, all cash collections and other cash proceeds of such Receivable, including (i) all scheduled interest and principal payments, and any applicable late fees, in any such case, received and collected on such Receivable, (ii) all proceeds received by virtue of the liquidation of such Receivable, net of necessary and reasonable expenses incurred in connection with such liquidation, (iii) all proceeds received (net of any such proceeds which are required by law to be paid to the applicable Obligor) under any damage, casualty or other insurance policy with respect to such Receivable, (iv) all cash proceeds of the Related Security related to or otherwise attributable to such Receivable, (v) any repurchase payment received with respect to such Receivable pursuant to any applicable recourse obligation of the Servicer, the Seller or the Originator under this Agreement or any other Transaction Document and (vi) all Deemed Collections received with respect to such Receivable.

Commercial Paper : The promissory notes issued or to be issued by any Conduit Investor (or its related commercial paper issuer if any Conduit Investor does not itself issue commercial paper) in the commercial paper market.

Commitment : With respect to each Alternate Investor, as the context requires, (i) the commitment of such Alternate Investor to make Investments and to pay Assignment Amounts in accordance herewith in an amount not to exceed the amount described in the following clause (ii) , and (ii) the dollar amount set forth opposite such Alternate Investor’s signature on the signature pages hereof under the heading “Commitment” (or in the case of an Alternate Investor which becomes a party hereto pursuant to an Assignment and Assumption Agreement, as set forth in such Assignment and Assumption Agreement), minus the dollar amount of any Commitment or portion thereof assigned by such Alternate Investor pursuant to an Assignment and Assumption Agreement, plus the dollar amount of any increase to such Alternate Investor’s Commitment consented to by such Alternate Investor prior to the time of determination; provided , however , that, except as otherwise provided in Section 3.3(b), in the event that the Facility Limit is reduced, the Commitment of each Alternate Investor shall be reduced by a pro rata amount of such reduction.

Commitment Termination Date : November 23, 2009, or such later date to which the Commitment Termination Date may be extended by the SPV, the Agent, the Class Agents and some or all of the Alternate Investors (in their sole discretion).

Concentration Factor : On any day, the product of (a) 5 and (b) the percentage set forth in the definition of Concentration Limit for Non-Investment Grade Obligors.

Concentration Limit : The aggregate amount of Receivables with respect to a single Obligor and such Obligor’s Subsidiaries and Affiliates that constitute more than 4.05% of the aggregate amount of Eligible Receivables; provided, however, that individual Obligor concentration limits may exceed 4.05%, subject to specific Obligor ratings as set forth below:

S&P / Moody’s	Concentration Limits

AA-/Aa3 or better	10.0	%

A/A2 or better	10.0	%

BBB+/Baa1 or better	9.0	%

BBB-/Baa3 or better	6.75	%

Non-Investment Grade Obligors	4.05	%

provided, further, that (i) if any Obligor is rated by both Moody’s and S&P, the rating for determining the applicable Concentration Limit will be the lower of the two ratings and (ii) if any Obligor is not rated by either S&P or Moody’s, the applicable Concentration Limit shall be the Concentration Limit applicable to Non-Investment Grade Obligors.

Conduit Assignee : With respect to any Class, any special purpose entity that finances its activities directly or indirectly through asset backed commercial paper and is administered by the Class Agent for such Class and designated by such Class Agent from time to time to accept an assignment from the related Conduit Investor of all or a portion of the portion of the related Class Net Investment funded by such Conduit Investor.

Conduit Investment Termination Date : With respect to any Conduit Investor, the date of the delivery by such Conduit Investor to the SPV of written notice that such Conduit Investor elects, in its sole discretion, to commence the amortization of the related Class Net Investment funded by it or otherwise liquidate its interest in the Asset Interest.

Conduit Investors : Enterprise Funding, Market Street, any other special purpose entity that finances its activities directly or indirectly through asset backed commercial paper that becomes a party to this Agreement in accordance with the terms hereof and any Conduit Assignee of any of the foregoing.

Contract : In relation to any Receivable, any and all contracts, instruments, agreements, leases, invoices, notes, or other writings pursuant to which such Receivable arises or which evidence such Receivable or under which an Obligor becomes or is obligated to make payment in respect of such Receivable.

Contractual Dilution : With respect to any Receivable and any Obligor, the portion of the Unpaid Balance of such Receivable that is subject to reduction as a result of any rebate, discount or other reduction pursuant to any provision of the related Contract or otherwise pursuant to any program of the Originator or the Seller that is in effect on or before the date such Receivable is acquired by the SPV, regardless of whether the Originator, the Seller, the SPV or the Servicer has accrued or established a reserve therefor. For the avoidance of doubt, (i) any reference in this Agreement or any other Transaction Document to the amount of any Contractual Dilution shall be to the greater of the reduction that may apply to such Receivable and the accrual or reserve established by the Originator, the Seller, the Servicer or the SPV, as applicable, in respect of any such reduction and (ii) Contractual Dilutions do not include any reduction in the Unpaid Balance of any Receivable to the extent such reduction is a Dilution.

CP Rate : As defined in Section 2.4 .

Credit and Collection Policy : The Originator’s credit and collection policy or policies and practices, relating to Contracts and Receivables as in effect on the Closing Date and set forth in Exhibit C , as modified, from time to time, in compliance with Sections 6.1(a)(vii) and 6.2(c) .

Days Sales Outstanding : For any Monthly Period means the number of calendar days equal to the product of (a) 91 and (b) the amount obtained by dividing (i) the aggregate Unpaid Balance of Receivables as of the last day of the immediately preceding Monthly Period by (ii) the aggregate amount of sales by the Originator giving rise to Receivables during the three (3) consecutive Monthly Periods immediately preceding such monthly Report Date.

Deemed Collections : Any Collections on any Receivable deemed to have been received pursuant to Sections 2.6 .

Default Rate : On any day, a rate per annum equal to the Base Rate plus 2.00%.

Default Ratio : For any Monthly Period, the ratio (expressed as a percentage) computed as of the related Month End Date next preceding the first day of such Monthly Period by dividing (i) the sum of (a) the aggregate Unpaid Balance of all Receivables which are 61-90 days past due as of such Month End Date and (b) the aggregate Unpaid Balance of all Receivables which became Charged-off Receivables during such Monthly Period, by (ii) the aggregate amount of sales by Originator giving rise to Receivables for the 3 rd preceding month.

Defaulted Receivable : Without double counting for any Charged-off Receivable, a Receivable (i) as to which any payment, or part thereof, remains unpaid for more than 60 days from the original due date for such Receivable; (ii) as to which an Event of Bankruptcy has occurred and is continuing with respect to the Obligor thereof; (iii) which has been identified by the SPV, the Originator or the Servicer as uncollectible; or (iv) which, consistent with the Credit and Collection Policy, should be written off as uncollectible; provided , however, a Receivable that is a Charged-off Receivable shall not be a Defaulted Receivable.

Defaulting Alternate Investor : As defined in Section 2.3(f) .

Delinquency Ratio : For any Monthly Period, the ratio (expressed as a percentage) computed as of the related Month End Date next preceding the first day of such Monthly Period by dividing (i) the aggregate Unpaid Balance of all Delinquent Receivables and Disputed Receivables at such time, by (ii) the aggregate Unpaid Balance of all Receivables at such time.

Delinquent Receivable : A Receivable: (i) as to which any payment, or part thereof, remains unpaid for more than sixty (60) days from the original due date for such Receivable and (ii) which is not a Disputed Receivable.

Dilution : With respect to any Receivable on any date, an amount equal to the sum, without duplication, of the aggregate reduction effected on such day in the Unpaid Balance of such Receivable attributable to any non-cash items including credits, rebates, billing errors, sales or similar taxes, cash discounts, volume discounts, allowances, disputes (it being understood that a Receivable is “subject to dispute” only if and to the extent that, in the reasonable good faith judgment of the Originator (which shall be exercised in the ordinary course of business) the Obligor’s obligation in respect of such Receivable is reduced on account of any performance

failure on the part of the Originator), set-offs, counterclaims, chargebacks, returned or repossessed goods, sales and marketing discounts, warranties, any unapplied credit memos and other adjustments that are made in respect of Obligors; provided , that Contractual Dilutions, Charged-off Receivables, Disputed Receivables, Advertising Receivables and other write-offs related to an Obligor’s bad credit shall not constitute Dilutions.

Dilution Horizon Ratio : For any Monthly Period, the ratio (expressed as a percentage) computed as of the related Month End Date immediately preceding the first day of such Monthly Period by dividing (a) the aggregate amount of sales by Originator giving rise to Receivables for the most recent 2 months, by (ii) the aggregate Unpaid Balance of all Eligible Receivables as of such Month End Date.

Dilution Ratio : For any Monthly Period, the ratio (expressed as a percentage) computed as of the Month End Date immediately preceding the first day of such Monthly Period by dividing (a) the aggregate Dilutions incurred during the month ended on such Month End Date by (b) the aggregate amount of sales by the Originator giving rise to Receivables in the month that occurs prior to the month ended on such Month End Date.

Dilution Reserve Ratio : For any Monthly Period, the sum of (a) the product of (i) the Stress Factor and (ii) the Expected Dilution Ratio and (b) the product of (i) the excess, if any, of the Dilution Spike over the Expected Dilution Ratio, (ii) the Dilution Spike divided by the Expected Dilution Ratio multiplied by (c) the Dilution Horizon Ratio, in each case, for such Monthly Period.

Dilution Spike : For any Monthly Period, the highest one-month Dilution Ratio for the twelve months ending on the Month End Date next preceding the first day of such Monthly Period.

Disputed Receivable : A Receivable (other than a Delinquent Receivable, a Defaulted Receivable or a Receivable subject to a Contractual Dilution), as to which, in the reasonable good faith judgment of the Originator, the Seller or the Servicer (which shall be exercised in the ordinary course of business), the Unpaid Balance thereof has been reduced (or should be reduced) on account of any performance failure on the part of the Originator, the Seller or the Servicer. For the avoidance of doubt, (i) any reference in this Agreement or any other Transaction Document to the amount of any Disputed Receivable shall be to the greater of the reduction that may apply to such Receivable and the accrual or reserve established by the Originator, the Seller, the Servicer or the SPV, as applicable, in respect of any such reduction and (ii) Disputed Receivable does not include any reduction in the Unpaid Balance of any Receivable to the extent such reduction is a Dilution.

Dollar or $ : The lawful currency of the United States.

Downgrade Collateral Account : As defined in Section 3.2(a) .

Downgrade Draw : As defined in Section 3.2(a) .

Eligible Investments : Highly rated short-term debt or the other highly rated liquid investments in which the Conduit Investors are permitted to invest cash pursuant to their respective commercial paper program documents.

Eligible Receivable : At any time, any Receivable:

(i) which was originated by the Originator in the ordinary course of its business;

(ii) (A) which, arises pursuant to a Contract with respect to which each of the Originator and the SPV has performed all obligations required to be performed by it thereunder, including shipment of the merchandise and/or the performance of the services purchased thereunder; (B) which has been billed to the relevant Obligor; and (C) which according to the Contract related thereto, is required to be paid in full within 51 days of the original billing date therefor;

(iii) which satisfies all applicable requirements of the Credit and Collection Policy;

(iv) which has been sold or contributed to the SPV pursuant to (and in accordance with) the Second Tier Agreement, and by the Originator to the Seller pursuant to (and in accordance with) the First Tier Agreement (other than the Receivables acquired by the Seller in respect of the termination of the existing receivables securitization on or prior to the date of the initial funding hereunder) which does not arise from the sale of any inventory subject to any Adverse Claim unless such Receivable has upon the transfer thereof been released from such Adverse Claim and to which the SPV has good and marketable title, free and clear of all Adverse Claims;

(v) the Obligor of which is a United States resident, is not an Affiliate or employee of any of the parties hereto, and is not an Official Body;

(vi) as to which amount due on such Receivable has not been extended;

(vii) the Obligor of which has been directed to make all payments to a Blocked Account;

(viii) which under the related Contract and applicable Law is assignable without the consent of, or notice to, the Obligor thereunder unless such consent has been obtained and is in effect or such notice has been given;

(ix) which, together with the related Contract, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms and is not subject to any litigation, dispute, offset, counterclaim or other defense;

(x) which is denominated and payable only in Dollars in the United States;

(xi) which is neither a Defaulted Receivable nor a Charged-off Receivable;

(xii) which is not due from an Obligor which is more than 60 days past due on more than twenty-five percent (25%) of the aggregate Unpaid Balances of Receivables of which it is the Obligor;

(xiii) which has not been compromised, adjusted or modified (including by the extension of time for payment or the granting of any discounts, allowances or credits); provided , however , that only such portion of such Receivable that is the subject of such compromise, adjustment or modification shall be deemed to be ineligible pursuant to the terms of this clause (xiii) ;

(xiv) which is an “account” and is not evidenced by an instrument within the meaning of Article 9 of the UCC of all applicable jurisdictions;

(xv) which is an “eligible asset” as defined in Rule 3a-7 under the Investment Company Act of 1940;

(xvi) which, together with the Contract related thereto, does not contravene in any material respect any Laws applicable thereto (including Laws relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy);

(xvii) the assignments of which under the First Tier Agreement by the Originator to the Seller, the Second Tier Agreement by the Seller to the SPV and hereunder by the SPV to the Agent do not violate, conflict or contravene any applicable Law or any contractual or other restriction, limitation or encumbrance;

(xviii) which (together with the Related Security related thereto) has been the subject of either a valid transfer and assignment from, or the grant of a first priority perfected security interest therein by, the SPV to the Agent, on behalf of the Investors, of all of the SPV’s right, title and interest therein (unless repurchased by the SPV at an earlier date pursuant to this Agreement)

(ixx) which is not a Specified Ineligible Receivable, an Advertising Receivable or a Set Aside Receivable; and

(xx) which has been sold or contributed to the Seller pursuant to the First Tier Agreement in a “true sale” or “true contribution” transaction and which has been subsequently sold or contributed by the Seller to the SPV in a “true sale” or “true contribution” transaction.

Enterprise Funding : As defined in the Preamble.

Enterprise Funding Class : The Class initially consisting of Enterprise Funding and Bank of America (in its capacities as a Class Agent and an Alternate Investor) and their respective successors and assigns.

ERISA : The U.S. Employee Retirement Income Security Act of 1974, as amended and any regulations promulgated and rulings issued thereunder.

ERISA Affiliate : With respect to any Person, any corporation, partnership, trust, sole proprietorship or trade or business which, together with such Person, is treated as a single

employer under Section 414(b) or (c) of the Code or, with respect to any liability for contributions under Section 302(c) of ERISA, Section 414(m) or Section 414(o) of the Code.

Eurocurrency Liabilities : As defined in Section 2.4 .

Event of Bankruptcy : With respect to any Person or Performance Guarantor, (i) that such Person or Performance Guarantor (A) shall generally not pay its debts as such debts become due or (B) shall admit in writing its inability to pay its debts generally or (C) shall make a general assignment for the benefit of creditors; (ii) any proceeding shall be instituted by or against such Person or Performance Guarantor seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; or (iii) such Person or Performance Guarantor shall take any corporate, partnership or other similar appropriate action to authorize any of the actions set forth in the preceding clauses (i) or (ii) .

Exception Funding Period : As defined in Section 5.2 .

Excluded Taxes : As defined in Section 9.3 .

Expected Dilution Ratio : For any Monthly Period, the average of the Dilution Ratios for the twelve months ending on the Month End Date next preceding the first day of such Monthly Period.

Facility Fee : (i) With respect to the Enterprise Funding, the fee payable by the SPV to Bank of America, the terms of which are set forth in the related Fee Letter; (ii) with respect to the Market Street Class, the fee payable by the SPV to PNC Bank, the terms of which are set forth in the related Fee Letter; and (iii) with respect to any other Class, the fee specified in any supplement to this Agreement or any separate fee letter as the facility fee payable by the SPV to the related Class Agent.

Facility Limit : As of any date, the sum of the Class Facility Limits as of such date, which amount shall not exceed $153,000,000.

Federal Funds Rate : As defined in Section 2.4 .

Fee Letter : As the context may require, any or all of: (i) with respect to the Enterprise Funding Class, a confidential letter agreement, among the SPV, the Originator, the Servicer, Enterprise Funding, and the related Class Agent with respect to the fees to be paid by the SPV, the Servicer and the Originators; (ii) with respect to the Market Street Class, a confidential letter agreement, among the SPV, the Originator, the Servicer, Market Street, and the related Class Agent with respect to the fees to be paid by the SPV, the Servicer and the Originators; and (iii) with respect to any other Class, a confidential letter agreement with respect to the fees to be paid by the SPV, the Servicer and the Originators.

Final Payout Date : The date, after the Termination Date, on which the Net Investment has been reduced to zero, all accrued Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full in cash.

First Tier Agreement : The sale agreement dated as of the date hereof between the Originator and the Seller, as amended, modified, supplemented, restated or replaced from time to time.

Fitch : Fitch Ratings, Inc. or any successor that is a nationally recognized statistical rating organization.

GAAP : Generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board in effect from time to time.

Guaranty : With respect to any Person, any agreement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes liable upon, the obligation of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person or otherwise assures any other creditor of such other Person against loss, including any comfort letter, operating agreement or take-or-pay contract and shall include the contingent liability of such Person in connection with any application for a letter of credit.

Indebtedness : Without duplication, with respect to any Person such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property other than accounts payable arising in the ordinary course of such Person’s business on terms customary in the trade, (iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or products of property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances (including bankers acceptances), or other instruments, (v) Capitalized Lease obligations, (vi) obligations for which such Person is obligated pursuant to a Guaranty, (vii) reimbursement obligations with respect to any letters of credit and (viii) any other liabilities which would be treated as indebtedness in accordance with GAAP.

Indemnified Amounts : As defined specified in Section 9.1 .

Indemnified Parties : As defined in Section 9.1 .

Intercreditor Agreement : The Intercreditor Agreement, dated as of October 15, 2007, by and among JPMorgan Chase Bank, N.A., the Noteholders (as defined therein) and the Lenders (as defined therein) and acknowledged by the Performance Guarantor and the Originator.

Interest Component : At any time of determination, the aggregate Yield accrued and to accrue through the end of the current Rate Period for the Portion of Investment accruing Yield calculated by reference to the CP Rate at such time (determined for such purpose using the CP Rate most recently determined by the related Class Agent).

Investment : As defined in Section 2.2(a) .

Investment Date : As defined in Section 2.3(a) .

Investment Deficit : As defined in Section 2.3(f) .

Investment Request : Each request substantially in the form of Exhibit D .

Investor : The Conduit Investors and/or the Alternate Investors, as the context may require.

Investor Percentage : At any time with respect to any Investor, the percentage equivalent of a fraction the numerator of which is equal to the portion of the Net Investment owned by such Investor on such day and the denominator of which is equal to the Net Investment on such day.

Law : Any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree, judgment or award of any Official Body.

Liquidity Agreement : For any Class, any agreement entered into by any related Conduit Investor (or any commercial paper issuer that finances such Conduit) providing for the sale by such Conduit Investor (or any commercial paper issuer that finances such Conduit) of interests in its investment in the Asset Interest and the portion of the Class Net Investment funded by such Conduit Investor (or any commercial paper issuer that finances such Conduit) (or portions thereof), or the making of loans or other extensions of credit to such Conduit Investor (or any commercial paper issuer that finances such Conduit) secured by security interests such Conduit Investor’s (or any commercial paper issuer that finances such Conduit) interest in the Asset Interest and the portion of the Class Net Investment funded by such Conduit Investor, to support all or part of such Conduit Investor’s (or any commercial paper issuer that finances such Conduit) payment obligations under its Commercial Paper or to provide an alternate means of funding such Conduit Investor’s investments in accounts receivable or other financial assets, in each case as amended, modified, supplemented, restated or replaced from time to time.

Liquidity Bank : Includes the various financial institutions that are, or may become, parties to a Liquidity Agreement, as a purchaser or lender thereunder.

Loss Horizon Ratio : For any Monthly Period, the ratio, expressed as a percentage, of (a) the aggregate amount of sales by Originator giving rise to Receivables for the most recent 5 months preceding the related Month End Date, divided by (b) the aggregate Unpaid Balance of all Eligible Receivables as of such recent Month End Date.

Loss Reserve Ratio : For any Monthly Period, the product of (i) Stress Factor, (ii) the highest three-month average Default Ratio during the most recent 12 month period, and (iii) the Loss Horizon Ratio for such Monthly Period.

Majority Investors : At any time, those Alternate Investors which hold Commitments aggregating in excess of 2/3 of the Facility Limit as of such date; provided that at any time when there is 2 or fewer Conduit Investors, shall mean 100% of the Alternate Investors.

Market Street : As defined in the Preamble .

Market Street Class : The Class consisting initially of Market Street and PNC Bank (in its capacities as a Class Agent and an Alternate Investor) and their respective successors and assigns.

Master Note Purchase Agreement : The Master Note Purchase Agreement, dated as of October 15, 2007, by and among the Performance Guarantor, the Originator and the Purchasers (as defined therein).

Material Adverse Effect : With respect to any Person, any event or condition which is reasonably likely to have a material adverse effect on (i) the collectibility of the Receivables, (ii) the condition (financial or otherwise), businesses or properties of the SPV, the Servicer or the Originator, (iii) the ability of the SPV, the Servicer or the Originator to perform its respective obligations under the Transaction Documents to which it is a party, or (iv) the status, perfection or priority of the security interests of the Agent, any Class Agent or any Investors under the Transaction Documents.

Material Subsidiary : At any time, shall mean Lagasse, Inc and ORS Nasco, Inc.

Maturity Date : November 23, 2013.

Maximum Net Investment : At any time, an amount equal to the Facility Limit divided by 1.02.

Minimum Reserve Ratio : For any Monthly Period, the sum of (a) the Concentration Factor for such Monthly Period and (b) the product of the (i) the Expected Dilution Ratio for such Monthly Period and (ii) the Dilution Horizon Ratio for such Monthly Period.

Month End Date : The last day of each calendar month.

Monthly Period : The period from the Closing Date to and including the first Month End Date after the Closing Date and each subsequent calendar month until the Final Payout Date.

Moody’s : Moody’s Investors Service, Inc., or any successor that is a nationally recognized statistical rating organization.

Multiemployer Plan : As defined in Section 4001(a)(3) of ERISA.

Net Investment : At any time, the sum of the Class Net Investments on such day.

Net Pool Balance : At any time, (i) the aggregate Unpaid Balances of Eligible Receivables at such time, minus (ii) the sum of (a) the aggregate amount of the portion of the Unpaid Balances of Eligible Receivables in excess of the applicable Concentration Limits, (b) the then-current aggregate amount of Contractual Dilutions related to all Eligible Receivables, (c) the then-current aggregate amount of all sales and other taxes included in the Unpaid Balances of all Eligible Receivables, (d) the then-current amount of reductions to the Unpaid Balance of all Receivable that are Disputed Receivables and (e) the aggregate amount of all offsetting specific reserves established by any of the Originator, the Seller, the Servicer and the SPV in respect of all Eligible Receivables that are Reserve Receivables.

Non-Defaulting Alternate Investor : As defined in Section 2.3(f) .

Obligor : With respect to any Receivable, the Person obligated to make payments in respect of such Receivable pursuant to a Contract.

Official Body : Any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

Offshore Rate : As defined in Section 2.4 .

Opinion : That certain opinion of Mayer Brown LLP, special counsel to the SPV, the Seller, the Performance Guarantor and the Originator, dated the Closing Date and delivered with respect to the transactions contemplated by this Agreement and covering certain bankruptcy and insolvency matters i.e. “true sale” and nonconsolidation.

Originator : As defined in the Preamble .

Other SPV : Any Person other than the SPV that has entered into a receivables purchase agreement, loan and security agreement, note purchase agreement, transfer and administration agreement or any other similar agreement with the Conduit Investors.

Pension Plan : An employee pension benefit plan as defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer Plan) and to which the Originator, the SPV or an ERISA Affiliate of either has, or is reasonably expected to have, any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

Performance Guarantee : The Performance Guarantee Agreement, dated as of the date hereof, by the Performance Guarantor and the SPV, as amended, modified, supplemented, restated or replaced from time to time.

Performance Guarantor : United Stationers, Inc, an Delaware corporation.

Permitted Investment Date : Any Business Day prior to the Termination Date.

Permitted Liens : Any of (i) the liens of the Agent, on behalf of the Investors, created pursuant to the Transaction Documents and (ii) liens created with the consent of the Agent and Majority Investors.

Person : An individual, partnership, limited liability company, corporation, joint stock company, trust (including a business trust), unincorporated association, joint venture, firm, enterprise, Official Body or any other entity.

Pledge Agreement : The Pledge Agreement, dated as of May 21, 2003, by and among the Originator, the Performance Guarantor and other Subsidiaries of the Performance Guarantor (as set forth on the signature page thereto) and Bank One, NA.

PNC Bank : As defined in the Preamble .

Portion of Investment : As defined in Section 2.4(a) .

Potential Termination Event : An event which but for the lapse of time or the giving of notice, or both, would constitute a Termination Event.

Principal Collections : For any Monthly Period, (i) all Collections received during such Monthly Period other than finance charges and (ii) all payments received on Eligible Investments for such Monthly Period.

Pro Rata Share : For any Alternate Investor, the Commitment of such Alternate Investor, divided by the sum of the Commitments of all Alternate Investors (or, if the Commitments shall have been terminated, its pro rata share of the Alternate Investor Percentage of the related Class Net Investment).

Program Fee : As defined in the Fee Letter.

Program Support Agreement : Any agreement, including any Liquidity Agreement, entered into by any Program Support Provider providing for the issuance of one or more letters of credit for the account of a Conduit Investor (or any related commercial paper issuer that finances the Conduit Investor), the issuance of one or more surety bonds for which any Conduit Investor (or such related issuer) is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, the sale by any Conduit Investor (or such related issuer) to any Program Support Provider of the Asset Interest (or portions thereof or participations therein) and/or the making of loans and/or other extensions of credit to any Conduit Investor (or such related issuer) in connection with such Conduit Investor’s commercial paper program, together with any letter of credit, surety bond or other instrument issued thereunder.

Program Support Provider : Any Person, including any Liquidity Bank, now or hereafter extending credit or having a commitment to extend credit to or for the account of, or to make purchases from, any Conduit Investor (or any related commercial paper issuer that finances the Conduit Investor) or issuing a letter of credit, surety bond or other instrument to support any obligations arising under or in connection with such Conduit Investor’s (or such related issuer’s) commercial paper program.

Purchase Termination Date : As defined in Section 8.1 of the Second Tier Agreement.

Rate Period : As defined in Section 2.4 .

Rate Type : As defined in Section 2.4 .

Rating Agencies : Collectively, Fitch, Moody’s and S&P.

Receivable : Any indebtedness and other obligations owed by any Obligor to the Originator (without giving effect to any transfer under the First Tier Agreement and Second Tier Agreement) under a Contract or any right of the SPV to payment from or on behalf of an Obligor, whether constituting an account, chattel paper, instrument or general intangible, arising in connection with the sale or lease of goods or the rendering of services, in either case, by the Originator, and includes the obligation to pay any finance charges, fees and other charges with respect thereto.

Recipient : As defined in Section 2.10 .

Records : All Contracts and other documents, purchase orders, invoices, agreements, books, records and any other media, materials or devices for the storage of information (including tapes, disks, punch cards, computer programs and databases and related property) maintained by the SPV, the Originator or the Servicer with respect to the Receivables, any other Affected Assets or the Obligors.

Reinvestment : As defined in Section 2.2(b) .

Reinvestment Period : The period commencing on the Closing Date and ending on the Termination Date.

Related Security : With respect to any Receivable, all of the Originator’s (without giving effect to any transfer under the First Tier Agreement and the Second Tier Agreement) or the SPV’s rights, title and interest in, to and under:

(i) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and other filings signed by an Obligor relating thereto;

(ii) the Contract and all guarantees, indemnities, warranties, insurance (and proceeds and premium refunds thereof) or other agreements or arrangements of any kind from time to time supporting or securing payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise;

(iii) all Records related to such Receivable; and

(iv) all Collections on and other proceeds of any of the foregoing.

Reportable Event : Any event, transaction or circumstance which is required to be reported with respect to any Pension Plan under Section 4043 of ERISA and the applicable regulations thereunder.

Reporting Date : As defined in Section 2.8 .

Required Downgrade Assignment Period : As defined in Section 3.2(a) .

Required Notice Days : With respect to any reduction of the Net Investment pursuant to the provisions of Section 2.7(a) or Section 2.13 , (i) two (2) Business Days in the case of a reduction of Net Investment of less than $10,000,000 and (ii) five (5) Business Days in the case of a reduction of Net Investment of at least $20,000,000.

Required Reserves : At any time other than during an Exception Funding Period, the sum of (i) the Net Pool Balance on such date of calculation multiplied by the greater of (a) the sum of the Loss Reserve Ratio on such date of calculation and the Dilution Reserve Ratio on such date of calculation; and (b) the Minimum Reserve Ratio on such date of calculation; (ii) the Yield Reserve on such date of calculation; and (iii) the Servicing Fee Reserve on such date of calculation (such sum, the “ Standard Reserves ”). At any time during an Exception Funding Period, the greater of (i) the Standard Reserves on such date of calculation and (ii) 50% of the Net Pool Balance on such date of calculation.

Reserve Receivable : Any Receivable for which the Originator, the Seller, the Servicer or the SPV has established an offsetting specific reserve for such Receivable or the related Obligor.

Responsible Officer : With respect any Person, the Chairman of the Board, President, Chief Financial Officer, any Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of such Person.

Restricted Payments : As defined in Section 6.2(k) .

Revolving Credit Agreement : As defined in Section 6.3 .

Sale Termination Date : As defined in Section 8.1 of the First Tier Agreement.

Second Tier Agreement : The purchase agreement dated as of the date hereof between the Seller and SPV, as amended, modified, supplemented, restated or replaced from time to time.

Seller : As defined in the Preamble .

Servicer : As defined in Section 7.1 .

Servicer Default : As defined in Section 7.5 .

Servicer Report : A report, in substantially the form attached hereto as Exhibit F or in such other form as is mutually agreed to by the SPV, the Servicer and the Agent, furnished by the Servicer pursuant to Section 2.8 .

Servicing Fee : The fees payable to the Servicer from Collections, in an amount equal to either (a) at any time when the Servicer is the Seller or any of its Affiliates, the Servicing Fee Rate on (i) the sum of (x) the Unpaid Balance of Receivables as of the last day of the current calendar month, plus (y) the Unpaid Balance of Receivables as of the last day of the immediately preceding calendar month, divided by (ii) 2, or (b) at any time when the Servicer is not the Seller or any of its Affiliates, the amount agreed between such Servicer and the Agent, payable in arrears on each Settlement Date from Collections pursuant to, and subject to the priority of payments set forth in, Section 2.12 . With respect to any Portion of Investment, the Servicing Fee

allocable thereto shall be equal to the Servicing Fee determined as set forth above, times a fraction, the numerator of which is the amount of such Portion of Investment and the denominator of which is the Net Investment.

Servicing Fee Rate : 1.0% per annum

Servicing Fee Reserve : At any time, an amount equal to the product of (i) the Servicing Fee Rate (ii) a fraction having Days Sales Outstanding as the numerator, and 360 as the denominator and (iii) the aggregate Unpaid Balance of all Receivables on such date of calculation.

Set-Aside Receivable : Any Receivable with respect to which the Originator, the Seller or the Servicer at any time evidences the payment obligation of the related Obligor by a note or other instrument and agrees to any extended payment date.

Settlement Date : (i) Prior to the Termination Date, the 20 th day of each calendar month (or, if such day is not a Business Day, the immediately succeeding Business Day) or such other day as the SPV and the Agent may from time to time mutually agree, and (ii) for any Portion of Investment for any Class on and after the Termination Date, each day selected from time to time by the related Class Agent (it being understood that the Class Agents may select such Settlement Dates to occur as frequently as daily) or, in the absence of any such selection, the date which would be the Settlement Date for such Portion of Investment pursuant to clause (i) of this definition.

S&P : Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor that is a nationally recognized statistical rating organization.

Specified Ineligible Receivable : (i) On and after the Closing Date, each Receivable the Obligor of which is listed on Schedule II hereto and (ii) from time to time after the Closing Date, each Receivable, the Obligor of which is identified by the Servicer to the Class Agents in writing (it being understood that for purposes of this clause (ii), the Servicer shall not designate as Specified Ineligible Receivables, the Receivables of more than two Obligors per year). Any designation by the Servicer of a Receivable as a Specified Ineligible Receivable shall be effective beginning with the Monthly Period immediately following the date of such designation. Any Receivable that has been designated as an Specified Ineligible Receivable shall not become an Eligible Receivable without the prior written consent of the Agent.

SPV : United Stationers Receivables, LLC, an Illinois limited liability company.

Stress Factor : 2.75.

Sub-Servicer : As defined in Section 7.1(d) .

Subsidiary : With respect to any Person, any corporation or other Person (i) of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by such Person or (ii) that is directly or indirectly controlled by such Person within the meaning of control under Section 15 of the Securities Act of 1933.

Taxes : As defined in Section 9.3 .

Termination Date : The earliest of (i) the latest occurring Class Termination Date, (ii) the day upon which the Termination Date is declared or automatically occurs pursuant to Section 8.2 , (iii) the Commitment Termination Date, (iv) the Sale Termination Date, (v) the Purchase Termination Date, and (vi) and the Maturity Date.

Termination Event : As defined in Section 8.1 .

Transaction Costs : As defined in Section 9.4(a) .

Transaction Documents : Collectively, this Agreement, the First Tier Agreement, the Second Tier Agreement, the Fee Letter, the Blocked Account Agreements, and all of the other instruments, documents and other agreements executed and delivered by the Servicer, the Originator or the SPV in connection with any of the foregoing.

Trigger Delinquency Ratio : For any Monthly Period, the ratio (expressed as a percentage) computed as of the related Month End Date next preceding the first date of such Monthly Period by dividing (i) the aggregate Unpaid Balance of all Receivables (other than Specified Ineligible Receivables) which are Delinquent Receivables (other than Specified Ineligible Receivables which are Delinquent Receivables) plus Disputed Receivables (other than Specified Ineligible Receivables which are Disputed Receivables), by (ii) the aggregate Unpaid Balance of all Receivables (other than Specified Ineligible Receivables) at such time.

Trigger Default Ratio : For any Monthly Period, the ratio (expressed as a percentage) computed as of the related Month End Date next preceding the first date of such Monthly Period by dividing (i) the sum of (a) the aggregate Unpaid Balance of all Receivables (other than Specified Ineligible Receivables) which are 61-90 days past due as of such Month End Date and (b) the aggregate Unpaid Balance of all Receivables which became Charged-off Receivables during such Monthly Period (other than Specified Ineligible Receivables which are Defaulted Receivables), by (ii) the aggregate amount of sales by Originator giving rise to Receivables for the 3 rd most preceding month.

Trigger Dilution Ratio : For any Monthly Period, the ratio (expressed as a percentage) computed as of the related Month End Date next preceding the first date of such Monthly Period by dividing (i) the aggregate reduction in the original balance of all Receivables attributable to Dilutions during such month, by (ii) the aggregate amount of sales by the Originator in the most recent prior month.

UCC : The Uniform Commercial Code as in effect in the applicable jurisdiction or jurisdictions.

Unpaid Balance : Of any Receivable means at any time the unpaid principal amount thereof.

U.S. or United States : The United States of America.

Yield : As defined in Section 2.4 .

Yield Payment Date : The last day of each Rate Period.

Yield Reserve : At any time, an amount equal to (a) the product of (i) 2.5 multiplied by the Days Sales Outstanding as of such day and (ii) the Default Rate in effect as of such day, divided by (b) 360, as applicable, multiplied by the Net Pool Balance.

Section 1.2 Other Terms .

All terms defined directly or by incorporation herein shall have the defined meanings when used in any certificate or other document delivered pursuant hereto unless otherwise defined therein. For purposes of this Agreement and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined herein, and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under, and shall be construed in accordance with, GAAP; (b) terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of this Agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Agreement (or the certificate or other document in which the reference is made) and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any Law refer to that Law as amended from time to time and include any successor Law; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s successors and permitted assigns; and (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 1.3 Computation of Time Periods; Calculations .

(a) Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each means “to but excluding”, and the word “within” means “from and excluding a specified date and to and including a later specified date”.

(b) With respect to Set-Aside Receivables, all calculations of triggers, reserves and ratios herein shall be made based on the dates such Receivable or portion thereof became a Set-Aside Receivable.

Article II

Purchases and Settlements

Section 2.1 Transfer of Affected Assets; Intended Characterization .

(a) Sale of Asset Interest . In consideration of the payment by the Agent (on behalf of the Conduit Investors or the related Alternate Investors as determined pursuant to Section 2.3 ) of the amount of the initial Net Investment on the Closing Date and the Agent’s agreement (on behalf of the Conduit Investors or the related Alternate Investors as determined below) to make payments to the SPV from time to time in accordance with Section 2.2 , effective upon the SPV’s receipt of payment for such initial Net Investment on the Closing Date, the SPV hereby sells, conveys, transfers and assigns to the Agent, on behalf of the Investors, as their interests may from time to time appear, (i) all Receivables existing on the Closing Date or thereafter arising or acquired by the SPV from time to time prior to the Final Payout Date, and (ii) all other Affected Assets, whether existing on the Closing Date or thereafter arising at any time.

(b) Purchase of Asset Interest . Subject to the terms and conditions hereof, the Agent (on behalf of the Investors) hereby purchases and accepts from the SPV the Receivables and all other Affected Assets sold, assigned and transferred pursuant to subsection (a) . The Agent’s right, title and interest in and to the Receivables and all other Affected Assets hereunder is herein called the “ Asset Interest ”. The Agent shall hold the Asset Interest on behalf of the Conduit Investors and the Alternate Investors, as applicable pro rata in accordance with their respective Investor Percentages.

(c) Obligations Not Assumed . The foregoing sale, assignment and transfer does not constitute and is not intended to result in the creation, or an assumption by the Agent, the Class Agent or any Investor, of any obligation of the SPV, the Seller, the Originator, or any other Person under or in connection with the Receivables or any other Affected Asset, all of which shall remain the obligations and liabilities of the SPV, the Seller and the Originator, as applicable.

(d) Intended Characterization; Grant of Security Interest .

(i) The SPV, the Agent, the Class Agents and the Investors intend that the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Conduit Investors and/or the Alternate Investors as applicable) hereunder shall be treated as a sale for all purposes, other than federal and state income tax and accounting purposes. If notwithstanding the intent of the parties, the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) is not treated as a sale for all purposes, other than federal and state income tax and accounting purposes, the sale, assignment and transfer of the Affected Assets shall be treated as the grant of, and the SPV hereby does grant, a security interest in the Affected Assets to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the Conduit Investors and/or the Alternate Investors as applicable) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law.

(ii) Each of the parties hereto further expressly acknowledges and agrees that the Commitments of the Alternate Investors hereunder, regardless of the intended true sale nature of the overall transaction, are financial accommodations (within the meaning of Section 365(c)(2) of the Bankruptcy Code) to or for the benefit of SPV.

Section 2.2 Purchase Price .

Subject to the terms and conditions hereof, including Article V , in consideration for the sale, assignment and transfer of the Affected Assets by the SPV to the Agent (on behalf of the Conduit Investors and/or the Alternate Investors, as applicable) hereunder:

(a) Investments . On the Closing Date, and thereafter from time to time during the Reinvestment Period, on request of the SPV in accordance with Section 2.3 , each Class Agent (on behalf of the related Conduit Investors or the related Alternate Investors, as determined pursuant to Section 2.3 ) shall pay to the SPV an amount equal, in each instance, to the lesser of (i) the related Class Pro Rata Share of the amount requested by the SPV under Section 2.3(a) , and (ii) the largest amount that will not cause (A) the Class Net Investment to exceed the Class Maximum Net Investment, (B) the sum of the Class Net Investment and the related Class Pro Rata Share of the Required Reserves to exceed the related Class Pro Rata Share of the Net Pool Balance and (C) if such Investment Date occurs during the period beginning on the Closing Date through and including the Reporting Date in June 2009, the Net Investment to exceed $150,000,000. Each such payment is herein called an “ Investment ”.

(b) Reinvestments . On each Business Day during the Reinvestment Period the Servicer, on behalf of each Class Agent (for the benefit of the related Conduit Investors and/or the related Alternate Investors, as applicable), shall apply out of Collections of Receivables, the amount available for Reinvestment in accordance with Section 2.14 . Each such payment is hereinafter called a “ Reinvestment ”. All Reinvestments shall be made ratably on behalf of each Investor that has funded any portion of the Net Investment pro rata in accordance with its respective Investor Percentage.

(c) SPV Payments Limited to Collections . Notwithstanding any provision contained in this Agreement to the contrary, the Agent and the Class Agents shall not, and shall not be obligated (whether on behalf of the Conduit Investors or the Alternate Investors), to pay any amount to the SPV as the purchase price of Receivables pursuant to subsection (b) above except to the extent of Collections on Receivables available for distribution to the SPV in accordance with this Agreement. Any amount which the Agent or any Class Agent (whether on behalf of the related Conduit Investors or the related Alternate Investors) does not pay pursuant to the preceding sentence shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against, or corporate obligation of, the Agent or such Class Agent for any such insufficiency unless and until such amount becomes available for distribution to the SPV under Section 2.12 .

Section 2.3 Investment Procedures .

(a) Notice . The SPV shall request an Investment hereunder, by request to the Agent and each Class Agent given by facsimile in the form of an Investment Request at least two (2) Business Days prior to the proposed date of any Investment (including the initial Investment).

Each such Investment Request shall specify (i) the desired amount of such Investment (which shall be at least $2,000,000 or an integral multiple of $100,000 in excess thereof or, to the extent that the then available unused portion of the Maximum Net Investment is less than such amount, such lesser amount equal to such available unused portion of the Maximum Net Investment) and (ii) the desired date of such Investment (the “ Investment Date ”) which shall be a Permitted Investment Date.

(b) Conduit Investor Acceptance or Rejection; Investment Request Irrevocable .

(i) Each Class Agent will promptly notify the related Investors of its receipt of any Investment Request with respect to its Class. If the Investment Request is received prior to the Conduit Investment Termination Date, each Conduit Investor shall instruct the related Class Agent to accept or reject such Investment Request by notice given to the related Class Agent by telephone or facsimile by no later than the close of its business on the Business Day following its receipt of any such Investment Request. Following receipt of such instructions from the related Conduit Investors, each Class Agent shall promptly notify the SPV and the related Alternate Investors of the acceptance or rejection by the related Conduit Investors of the Investment Request.

(ii) Each Investment Request shall be irrevocable and binding on the SPV, and the SPV shall indemnify each Investor against any loss or expense incurred by such Investor, either directly or indirectly (including, in the case of any Conduit Investor, through a Program Support Agreement) as a result of any failure by the SPV to complete such Investment, including any loss (including loss of profit) or expense incurred by any Class Agent and any related Investor, either directly or indirectly (including, in the case of any Conduit Investor, pursuant to a Program Support Agreement) by reason of the liquidation or reemployment of funds acquired by such Investor (or the applicable Program Support Provider(s)) (including funds obtained by issuing commercial paper or promissory notes or obtaining deposits or loans from third parties) in order to fund such Investment.

(c) Alternate Investors’ Commitment . Subject to the satisfaction of the conditions precedent set forth in Sections 5.1 and 5.2 and the other terms and conditions hereof, each Alternate Investor hereby agrees to make available its Alternate Investor Percentage of the related Class Pro Rata Share of each Investment during the period from and including the Closing Date to but not including the Commitment Termination Date in an amount up to its Commitment. Subject to Section 2.2(b) concerning Reinvestments, at no time will the Conduit Investors have any obligation to fund an Investment or Reinvestment. At all times on and after the Conduit Investment Termination Date, all Investments and Reinvestments shall be made by the related Class Agent on behalf of the related Alternate Investors. In addition, at any time when a Conduit Investor has rejected a request to fund its Class Pro Rata Share of an Investment, the related Class Agent shall so notify the related Alternate Investors and such Alternate Investors shall make available their respective Alternate Investor Percentages of the related Class Pro Rata Share of such Investment. Notwithstanding anything contained in this Section 2.3(c) or elsewhere in this Agreement to the contrary, no Alternate Investor shall be obligated to provide the related Class Agent or the SPV with funds in connection with an Investment or Reinvestment in an amount that would result in the portion of the related Class Net Investment then funded by

it (after giving effect to any Investment to be funded on such day) exceeding its Commitment then in effect (minus the unrecovered principal amount of such Alternate Investor’s investments in the Asset Interest pursuant to the Program Support Agreement to which it is a party). The obligation of each Alternate Investor to remit its Alternate Investor Percentage of any such Class Pro Rata Share of any Investment or Reinvestment shall be several from that of each other Alternate Investor, and the failure of any Alternate Investor to so make such amount available to the related Class Agent shall not relieve any other Alternate Investor of its obligation hereunder.

(d) Payment of Investment . On any Investment Date, each Conduit Investor or the related Alternate Investor, as the case may be, shall remit its pro rata share of the aggregate amount of such Investment (determined pursuant to Section 2.2(a) ) to the account of the SPV specified therefor from time to time by the Agent by notice to such Persons by wire transfer of same day funds.

(e) Agent May Advance Funds . Unless the Agent shall have received notice from any Investor that such Person will not make its share of any Investment available on the applicable Investment Date therefor, the Agent may (but shall have no obligation to) make any such Investor’s share of any such Investment available to the SPV in anticipation of the receipt by the Agent of such amount from the applicable Investor. To the extent any such Investor fails to remit any such amount to the Agent after any such advance by the Agent on such Investment Date, such Investor, and if such Investor does not, upon the request of the Agent, the SPV, shall be required to pay such amount to the Agent for payment to the Agent for its own account, together with interest thereon at a per annum rate equal to the Federal Funds Rate, in the case of such Investor, or the Base Rate, in the case of the SPV, to the Agent for payment to such Agent ( provided that no Conduit Investor shall have any obligation to pay such interest amounts except to the extent that it shall have sufficient funds to pay the face amount of its respective Commercial Paper in full). Until such amount shall be repaid, such amount shall be deemed to be Net Investment paid by the Agent and the Agent shall be deemed to be the owner of an interest in the Asset Interest hereunder to the extent of such Investment. Upon the payment of such amount to the Agent (i) by the SPV, the amount of the Net Investment shall be reduced by such amount or (ii) by such Investor, such payment shall constitute such Person’s payment of its share of the applicable Investment. Notwithstanding the foregoing, each of the parties hereto agrees that, prior to the Termination Date, any amount to be paid by the SPV under this Section 2.3(e) will be payable on the next succeeding Settlement Date pursuant to and in accordance with the priorities for payment set forth in Section 2.12 hereof.

(f) Defaulting Alternate Investor . If, by 2:00 p.m. (New York City time), whether or not the Agent has advanced the amount of the applicable Investment, one or more Alternate Investors with respect to a Class (each, a “ Defaulting Alternate Investor ”, and each Alternate Investor with respect to such Class other than any Defaulting Alternate Investor being referred to as a “ Non-Defaulting Alternate Investor ”) fails to make either (1) its Alternate Investor Percentage of the related Class Pro Rata Share of any Investment available to the Agent pursuant to Section 2.3(d) or (2) any Assignment Amount payable by it pursuant to Section 3.1 (the aggregate amount not so made available to the Agent being herein called in either case the “ Investment Deficit ”), then the related Class Agent shall, by no later than 2:30 p.m. (New York City time) on the applicable Investment Date or the applicable Assignment Date, as the case may be, instruct each Non-Defaulting Alternate Investor to pay, by no later than 3:00 p.m. (New York

City time), in immediately available funds, to the account designated by the related Class Agent, an amount equal to the lesser of (i) such Non-Defaulting Alternate Investor’s proportionate share (based upon the relative Commitments of the Non-Defaulting Alternate Investors) of the Investment Deficit and (ii) its unused Commitment. A Defaulting Alternate Investor shall forthwith, upon demand, pay to the related Class Agent for the ratable benefit of the Non-Defaulting Alternate Investors all amounts paid by each Non-Defaulting Alternate Investor on behalf of such Defaulting Alternate Investor, together with interest thereon, for each day from the date a payment was made by a Non-Defaulting Alternate Investor until the date such Non-Defaulting Alternate Investor has been paid such amounts in full, at a rate per annum equal to the Default Rate. In addition, if, after giving effect to the provisions of the immediately preceding sentence, any Investment Deficit with respect to any Assignment Amount continues to exist, each such Defaulting Alternate Investor shall pay interest to the related Class Agent, for the account of the related Conduit Investor, on such Defaulting Alternate Investor’s portion of such remaining Investment Deficit, at a rate per annum , equal to the Default Rate, for each day from the applicable Assignment Date until the date such Defaulting Alternate Investor shall pay its portion of such remaining Investment Deficit in full to such Conduit Investor.

Section 2.4 IS SPECIFIED IN SCHEDULE I, WHICH IS INCORPORATED HEREIN BY REFERENCE .

Section 2.5 Yield, Fees and Other Costs and Expenses .

Notwithstanding any limitation on recourse herein, the SPV shall pay, as and when due in accordance with this Agreement, all fees hereunder and under the Fee Letters, Yield, all amounts payable pursuant to Article IX , if any, and the Servicing Fees. On each Settlement Date, to the extent not paid pursuant to Section 2.12 for any reason, the SPV shall pay to each Class Agent, on behalf of the Conduit Investors or the Alternate Investors, as applicable, an amount equal to the accrued and unpaid Yield for the related Rate Period. Nothing in this Agreement shall limit in any way the obligations of the SPV to pay the amounts set forth in this Section 2.5 .

Section 2.6 Deemed Collections .

(a) Dilutions . If on any day the Unpaid Balance of a Receivable is reduced or such Receivable is canceled as a result of any Dilution, the SPV shall be deemed to have received on such day a Collection of such Receivable in the amount of the Unpaid Balance (as determined immediately prior to such Dilution) of such Receivable (if such Receivable is canceled) or, otherwise in the amount of such reduction, and the SPV shall pay to the Servicer an amount equal to such Deemed Collection and such amount shall be applied by the Servicer as a Collection in accordance with Section 2.12 .

(b) Breach of Representation or Warranty . If on any day any of the representations or warranties in Article IV was or becomes untrue with respect to a Receivable (whether on or after the date of transfer thereof to the Agent, for the benefit of the Investors, as contemplated hereunder), the SPV shall be deemed to have received on such day a Collection of such Receivable in full and the SPV shall on such day pay to the Servicer an amount equal to the Unpaid Balance of such Receivable and such amount shall be allocated and applied by the Servicer as a Collection in accordance with Section 2.12 .

(c) Any payment by the SPV required to made under this Section 2.6 shall be paid as soon as possible from the SPV’s share of Collections and, in any event, shall become due and payable on the earlier to occur of (i) the next Settlement Date after the obligation to make such payment arises and (ii) the Termination Date.

Section 2.7 Reductions in Net Investment; Payments and Computations, Etc .

(a) The SPV may, on any Settlement Date occurring at least the Required Notice Days after the date of the SPV’s notice to the Agent and each Class Agent, reduce all or any portion of the outstanding Net Investment at such time (together with any accrued and unpaid interest thereon at such time and, in connection with a reduction of all of the Net Investment, together with all other Aggregate Unpaids). Any such reduction shall be accomplished by payment by the SPV to each Class Agent, in reduction of the Net Investment, the related Class Pro Rata Share of the amount of such reduction (together with any accrued and unpaid interest thereon at such time and, in connection with a reduction of all of the Net Investment, together with all other Aggregate Unpaids) (it being understood that neither the Net Investment nor any Class Net Investment shall be deemed reduced by such payment unless and until, and then only to the extent that, such amount is finally paid to the related Class Agent); provided that the amount of such repayment shall not be less than $1,000,000.

(b) All amounts to be paid or deposited by the SPV or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m. (noon) (New York City time) on the day when due in immediately available funds; if such amounts are payable to the Agent (whether on behalf of any Investor or otherwise) they shall be paid or deposited in the account indicated under the heading “Payment Information” in Section 11.3 , until otherwise notified by the Agent. The SPV shall, to the extent permitted by Law, pay to the Agent, for the benefit of the Investors, upon demand, interest on all amounts not paid or deposited when due hereunder at a rate equal to the Default Rate. All computations of Yield and all per annum fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed. Any computations by the Agent of amounts payable by the SPV hereunder shall be binding upon the SPV absent manifest error.

Section 2.8 Reports .

By no later than 4:00 p.m. (New York City time) on the 15 th day of each calendar month, or if such day is not a Business Day then on the next succeeding Business Day (and, after the occurrence of a Termination Event, within two (2) Business Days after a request from the Agent or any Class Agent) (each, a “ Reporting Date ”), Servicer shall prepare and forward to the Agent and each Class Agent a Servicer Report, certified by the Originator, the Seller and the Servicer. Prior to the Closing Date and once a calendar year, the Servicer, at its expense, will cause to be prepared a report by an accounting firm or other firm specializing in due diligence matters, which firm shall be satisfactory to the Agent, setting forth the results of such firm’s application of the agreed upon procedures set forth on Exhibit J .

The Agent may require the Servicer to prepare more frequent reports. Upon receipt of such request for more frequent reporting, the Servicer shall provide to the Agent and each Class

Agent all reports regarding the Receivables and Collections that are available to the Servicer in accordance with its then current accounts receivable system without the Servicer manually preparing such reports. The Agent acknowledges that such additional reports may not include all of the information provided in the monthly Servicer Reports.

Section 2.9 Collection Account .

The Agent shall establish in its name on the day of the initial Investment hereunder and shall maintain a segregated account (the “ Collection Account ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Agent, on behalf of the Investors. The Agent shall have exclusive dominion and control over the Collection Account and all monies, instruments and other property from time to time in the Collection Account. On and after the occurrence of a Termination Event or a Potential Termination Event, the Servicer shall remit within two Business Days of receipt to the Collection Account all Collections received. Funds on deposit in the Collection Account (other than investment earnings) shall be invested by the Agent, in the name of the Agent, in Eligible Investments that will mature so that such funds will be available so as to permit amounts in the Collection Account to be paid and applied on the next Settlement Date and otherwise in accordance with the provisions of Section 2.12 ; provided that such funds shall not reduce the Net Investment or accrued Yield hereunder until so applied under Section 2.12 . On each Settlement Date, all interest and earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be applied as Collections in accordance with Section 2.12 . On the Final Payout Date, any funds remaining on deposit in the Collection Account shall be paid to the SPV.

Section 2.10 Sharing of Payments, Etc .

If any Investor (for purposes of this Section only, being a “ Recipient ”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the portion of the Asset Interest owned by it (other than pursuant to the Fee Letter, Section 3.3(b) or Article IX and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.12 and other than a result of the different methods for calculating Yield) in excess of its ratable share of payments on account of the Asset Interest obtained by the Investors entitled thereto, such Recipient shall forthwith purchase from the Investors entitled to a share of such amount participations in the portions of the Asset Interest owned by such Persons as shall be necessary to cause such Recipient to share the excess payment ratably with each such other Person entitled thereto; provided , however , that if all or any portion of such excess payment is thereafter recovered from such Recipient, such purchase from each such other Person shall be rescinded and each such other Person shall repay to the Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery, together with an amount equal to such other Person’s ratable share (according to the proportion of (a) the amount of such other Person’s required payment to (b) the total amount so recovered from the Recipient) of any interest or other amount paid or payable by the Recipient in respect of the total amount so recovered.

Section 2.11 Right of Setoff .

Without in any way limiting the provisions of Section 2.10 , each Class Agent and each Investor is hereby authorized (in addition to any other rights it may have) at any time after the occurrence of the Termination Date due to the occurrence of a Termination Event or during the continuance of a Potential Termination Event to set-off, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by such Class Agent or such Investor to, or for the account of, the SPV against the amount of the Aggregate Unpaids owing by the SPV to such Person or to the Agent on behalf of such Person (even if contingent or unmatured).

THE REMAINDER OF ARTICLE II IS SPECIFIED IN SCHEDULE III (SETTLEMENT PROCEDURES), WHICH PROVISIONS ARE INCORPORATED HEREIN BY REFERENCE.

Article III

Additional Alternate Investor Provisions

Section 3.1 Assignment to Alternate Investors .

(a) Assignment Amounts . At any time on or prior to the Commitment Termination Date, if any Class Agent on behalf of the related Conduit Investors so elects, by written notice to the Agent, the SPV hereby irrevocably requests and directs that such Conduit Investors assign, and each Conduit Investor does hereby assign effective on the Assignment Date referred to below, all or such portions as may be elected by such Conduit Investor of, the related Class Net Investment and the Asset Interest at such time to the related Alternate Investors pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b) ; provided , however , that unless such assignment is an assignment of all of such Class Net Investment, including the portion of the Asset Interest related thereto, in whole on or after the Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 if a Termination Event described in Section 8.1(g) shall then exist; and provided , further , that no such assignment shall take place pursuant to this Section 3.1 at a time when an Event of Bankruptcy with respect to such Conduit Investor exists. No further documentation or action on the part of the Conduit Investors or the SPV shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by a Class Agent on behalf of the related Conduit Investor to the Agent and the delivery by the related Class Agent of a copy of such notice to each related Alternate Investor (the date of the receipt by the related Class Agent of any such notice being the “ Assignment Date ”). Each Alternate Investor hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the related Conduit Investor in immediately available funds to an account designated by the related Class Agent. Upon payment of its Assignment Amount, such Alternate Investor shall acquire an interest in the related Class Net Investment (and the portion of the Asset Interest related thereto) equal to its pro rata share (based on the outstanding portions of such Class Net Investment funded by it) of the related Class Net Investment. Upon any assignment in whole by any Conduit Investor to the related Alternate Investors on or after the Conduit

Investment Termination Date as contemplated hereunder, such Conduit Investor shall cease to make any additional Investments or Reinvestments hereunder. At all times prior to the Conduit Investment Termination Date, nothing herein shall prevent any Conduit Investor from making a subsequent Investment or Reinvestment hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 or from making more than one assignment pursuant to this Section 3.1 .

(b) SPV’s Obligation to Pay Certain Amounts; Additional Assignment Amount . The SPV shall pay to the related Class Agent, for the account of the related Conduit Investor, in connection with any assignment by such Conduit Investor to the related Alternate Investors pursuant to this Section 3.1 , an aggregate amount equal to all Yield to accrue through the end of the current Rate Period to the extent attributable to the portion of the Class Net Investment so assigned to the related Alternate Investors (which Yield shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent) (as determined immediately prior to giving effect to such assignment), plus all other Aggregate Unpaids (other than the Class Net Investment and other than any Yield not described above) related to such Class. If the SPV fails to make payment of such amounts at or prior to the time of assignment by a Conduit Investor to the related Alternate Investors, such amount shall be paid by the related Alternate Investors (in accordance with their respective Alternate Investor Percentages) to such Conduit Investor as additional consideration for the interests assigned to such Alternate Investors and the amount of the related Class Net Investment shall be increased by an amount equal to the additional amount so paid by the Alternate Investors (which increase shall be allocated pro rata to the Alternate Investors that have funded such amounts, based upon the proportion that the amount funded by each such Alternate Investor bears to the aggregate of such amounts). Any payment by the SPV required to made under this Section 3.1(b) shall be paid as soon as possible from the SPV’s share of Collections and, in any event, shall become due and payable on the earlier to occur of (i) the next Settlement Date after the obligation to make such payment arises and (ii) the Termination Date.

(c) Administration of Agreement after Assignment from Conduit Investor to Alternate Investors following the Conduit Investment Termination Date . After any assignment in whole by a Conduit Investor to the related Alternate Investors pursuant to this Section 3.1 at any time on or after the Conduit Investment Termination Date (and the payment of all amounts owing to such Conduit Investor in connection therewith), all rights of the related Class Agents or the related Collateral Agent set forth herein shall be given to the related Class Agent on behalf of the Alternate Investors instead of either such party.

(d) [Reserved].

(e) Recovery of Net Investment . In the event that the aggregate of the Assignment Amounts related to any Class paid by the related Alternate Investors pursuant to this Section 3.1 on any Assignment Date occurring on or after the Conduit Investment Termination Date is less than the portion of the Class Net Investment owned by the related Conduit Investor on such Assignment Date, then to the extent Collections thereafter received by the Agent hereunder in respect of such Class Net Investment exceed the aggregate of the unrecovered Assignment Amounts for such Class and the Class Net Investment funded by the related Alternate Investors (other than any portion thereof attributable to such Assignment Amounts), such excess shall be

remitted by the related Class Agent to the related Conduit Investor for the account of the related Conduit Investor.

Section 3.2 Downgrade of Alternate Investor .

(a) Downgrades Generally . If at any time on or prior to the Commitment Termination Date, the short term debt rating of any Alternate Investor shall be “A-2” or “P-2” from S&P or Moody’s, respectively, with negative credit implications, such Alternate Investor, upon request of the related Class Agent, shall, within thirty (30) days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2” or “P-2” from S&P or Moody’s, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor and the related Class Agent and subject to Section 3.4 . If the short term debt rating of an Alternate Investor shall be “A-3” or “P-3”, or lower, from S&P or Moody’s, respectively (or such rating shall have been withdrawn by S&P or Moody’s), such Alternate Investor, upon request of the related Class Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2” or “P-2”, from S&P or Moody’s, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor and the related Class Agent and subject to Section 3.4 ). In either such case, if any such Alternate Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “ Required Downgrade Assignment Period ”), the related Class Agent on behalf of the related Conduit Investor shall have the right to require such Alternate Investor to pay upon one (1) Business Day’s notice at any time after the Required Downgrade Assignment Period (and each such Alternate Investor hereby agrees in such event to pay within such time) to such Class Agent an amount equal to such Alternate Investor’s unused Commitment (a “ Downgrade Draw ”) for deposit by such Class Agent into an account, in the name of such Class Agent (a “ Downgrade Collateral Account ”), which shall be in satisfaction of such Alternate Investor’s obligations to make Investments and to pay its Assignment Amount upon an assignment from such Conduit Investor in accordance with Section 3.1 ; provided , however , that if, during the Required Downgrade Assignment Period, such Alternate Investor delivers a written notice to such Class Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Investor will not be required to fund such Downgrade Draw. If any Alternate Investor gives the related Class Agent such notice, then such Alternate Investor shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class Agent a direct pay irrevocable letter of credit in favor of such Class Agent in an amount equal to the unused portion of such Alternate Investor’s Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i) whose short-term debt ratings by S&P and Moody’s are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of the related Conduit Investor and (ii) that is acceptable to such Conduit Investor and such Class Agent. Such letter of credit shall provide that the Agent may draw thereon for payment of any Investment or Assignment Amount payable by such Alternate Investor which is not paid hereunder when required, shall expire no earlier than the Commitment Termination Date and shall otherwise be in form and substance acceptable to such Class Agent.

(b) Application of Funds in Downgrade Collateral Account . If any Alternate Investor shall be required pursuant to Section 3.2(a) to fund a Downgrade Draw, then the related Class Agent shall apply the monies in the Downgrade Collateral Account applicable to the related Alternate Investor Percentage of the related Class Pro Rata Share of Investments required to be made by the Alternate Investors of the related Class, to any Assignment Amount payable by such Alternate Investor pursuant to Section 3.1 and to any purchase price payable by such Alternate Investor pursuant to Section 3.3(b) at the times, in the manner and subject to the conditions precedent set forth in this Agreement. The deposit of monies in such Downgrade Collateral Account by such Alternate Investor shall not constitute an Investment or the payment of any Assignment Amount (and such Alternate Investor shall not be entitled to interest on such monies except as provided below in this Section 3.2(b) , unless and until (and then only to the extent that) such monies are used to fund Investments or to pay any Assignment Amount or purchase price pursuant to Section 3.3(b) pursuant to the first sentence of this Section 3.2(b) . The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class Agent in Eligible Investments and such Eligible Investments shall be selected by such Class Agent in its sole discretion. Such Class Agent shall remit to such Alternate Investor, on the last Business Day of each month, the income actually received thereon. Unless required to be released as provided below in this subsection, Collections received by such Class Agent in respect of such Alternate Investor’s portion of the related Class Net Investment shall be deposited in the Downgrade Collateral Account for such Alternate Investor. Amounts on deposit in such Downgrade Collateral Account shall be released to such Alternate Investor (or the stated amount of the letter of credit delivered by such Alternate Investor pursuant to subsection (a) above may be reduced) within one Business Day after each Settlement Date following the Termination Date to the extent that, after giving effect to the distributions made and received by the related Investors on such Settlement Date, the amount on deposit in such Downgrade Collateral Account would exceed the related Alternate Investor Percentage of the related Class Pro Rata Share (determined as of the day prior to the Termination Date) of the sum of the related Class Net Investment then funded by the related Conduit Investor, plus the related Interest Component. All amounts remaining in such Downgrade Collateral Account shall be released to such Alternate Investor no later than the Business Day immediately following the earliest of (i) the effective date of any replacement of such Alternate Investor or removal of such Alternate Investor as a party to this Agreement, (ii) the date on which such Alternate Investor shall furnish the related Class Agent with confirmation that such Alternate Investor shall have short-term debt ratings of at least “A-2” or “P-2” from S&P and Moody’s, respectively, without negative credit implications, and (iii) the Commitment Termination Date (or if earlier, the Commitment Termination Date in effect prior to any renewal pursuant to Section 3.3 to which such Alternate Investor does not consent, but only after giving effect to any required purchase pursuant to Section 3.3(b) ). Nothing in this Section 3.2 shall affect or diminish in any way any such downgraded Alternate Investor’s Commitment to the SPV or the related Conduit Investor or such downgraded Alternate Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.

(c) Program Support Agreement Downgrade Provisions . Notwithstanding the other provisions of this Section 3.2 , an Alternate Investor shall not be required to make a Downgrade Draw (or provide for the issuance of a letter of credit in lieu thereof) pursuant to Section 3.2(a) at a time when such Alternate Investor has a downgrade collateral account (or letter of credit in lieu thereof) established pursuant to the Program Support Agreement relating to the transactions

contemplated by this Agreement to which it is a party in an amount at least equal to its unused Commitment, and the related Class Agent may apply monies in such downgrade collateral account in the manner described in Section 3.3(b) as if such downgrade collateral account were a Downgrade Collateral Account.

Section 3.3 Non-Renewing Alternate Investors .

(a) The SPV may request that the Alternate Investors renew their Commitments hereunder by providing written request for renewal to each Alternate Investors no more than 60 days and not less than 45 days prior to the then-current Commitment Termination Date.

(b) If at any time the SPV so requests that the Alternate Investors renew their Commitments hereunder and some but less than all the Alternate Investors consent to such renewal within 15 days prior to the then-current Commitment Termination Date, the SPV may arrange for an assignment to one or more financial institutions of all the rights and obligations hereunder of each such non-consenting Alternate Investor in accordance with Section 11.8 . Any such assignment shall become effective on the then-current Commitment Termination Date. Each Alternate Investor which does not so consent to any renewal shall cooperate fully with the SPV in effectuating any such assignment.

(c) If at any time the SPV requests that the Alternate Investors extend the Commitment Termination Date hereunder and some but less than all the Alternate Investors consent to such extension within 15 days prior to the then-current Commitment Termination Date, and if none or less than all the Commitments of the non-renewing Alternate Investors are assigned as provided in Section 3.3(b) , then (without limiting the obligations of all the Alternate Investors to make Investments and pay any Assignment Amount prior to the Commitment Termination Date in accordance with the terms hereof) any related Conduit Investor may sell an interest in the portion of the related Class Net Investment funded by it (including the related interest in the Asset Interest) for an aggregate purchase price equal to the lesser of (i) the maximum aggregate Assignment Amounts which would be payable if such Conduit Investor assigned its entire interest in the Asset Interest at that time under Section 3.1 , and (ii) the aggregate unused Commitments of the non-renewing Alternate Investors in such Class, which purchase price shall be paid solely by such non-renewing Alternate Investors, pro rata according to their respective Commitments. Following the payment of such purchase price, (i) the extended Commitment Termination Date shall be effective with respect to the renewing Alternate Investors, (ii) the related Class Facility Limit shall automatically be reduced by the aggregate of the Commitments of all non-renewing Alternate Investors (it being understood that amounts necessary to reduce the related Class Facility Limit shall be payable solely in accordance with Section 2.12 and shall not be an immediate payment obligation of the SPV) and (iii) this Agreement and the Commitments of the renewing Alternate Investors shall remain in effect in accordance with their terms notwithstanding the expiration of the Commitments of the non-renewing Alternate Investors. Prior to the Termination Date, all amounts which, under Section 2.12 are to be applied in reduction of the related Class Net Investment, up to the aggregate Class Net Investment sold to the non-renewing Alternate Investors as described above in this subsection, shall be distributed to the non-renewing Alternate Investors ratably according to the aggregate Investments held by them, in reduction of such Investments. On and after the Termination Date, each non-renewing Alternate Investor shall be entitled to receive distributions

as otherwise provided in Section 2.12 , such that all distributions of Collections pursuant to Section 2.12 thereafter shall be allocated among the non-renewing Alternate Investors and the other Alternate Investors in accordance with each such Alternate Investor’s pro rata share (based on the portion of the Net Investment funded by it as of the Termination Date) of the Alternate Investor Percentage of the related Class Net Investment. When (after the expiration of the Commitments of the non-renewing Alternate Investors) the aggregate of the Investments described above in this subsection shall have been reduced to zero and all accrued Yield allocable thereto and all other Aggregate Unpaids owing to such non-renewing Alternate Investors shall have been paid to such Alternate Investors in full, then such non-renewing Alternate Investors shall cease to be parties to this Agreement for any purpose.

Section 3.4 New Alternate Investors and Liquidity Banks .

Notwithstanding anything to the contrary herein contained, (i) any Alternate Investor may assign any portion or all of its Commitment and its investment in the related Class Net Investment to any other Person, (ii) any Liquidity Bank may assign any portion or all of its commitment under its Liquidity Agreement and its investment in the related Class Net Investment to any other Person and (iii) each Conduit Investor may add new Liquidity Banks to its Liquidity Agreement relating to the Transactions contemplated hereby; provided , however, in the case of clauses (i), (ii) and (iii) if such assignment or addition occurs prior to the occurrence of any Termination Event, and the assignee or new Liquidity Bank is not at the time a party to this Agreement, the consent of the SPV to such assignment shall be required (such consent not to be unreasonably withheld or delayed); provided , however , such consent of the SPV shall not be required in the case of an assignment to Bank of America or an Affiliate of Bank of America or to PNC Bank or an Affiliate of PNC Bank (or, for the avoidance of doubt, in the case of a sale of a participation interest that does not affect the rights or obligations of such Alternate Investor hereunder and does not permit such participant to vote on any matters hereunder).

Article IV

Representations and Warranties

Section 4.1 Representations and Warranties of the Originator, the SPV, the Seller and the Servicer .

Each of the Originator, the SPV, the Seller and the Servicer represents and warrants to the Agent, the Class Agents and the Investors, as to itself, that, on the Closing Date and on each Investment Date and Reinvestment Date:

(a) Corporate Existence and Power . It (i) is duly organized, validly existing and in good standing under the laws of Illinois, which, in each case is its sole jurisdiction of formation, (ii) has all corporate power and all licenses, authorizations, consents and approvals of all Official Bodies required to carry on its business in each jurisdiction in which its business is now and proposed to be conducted (except where the failure to have any such licenses, authorizations, consents and approvals would not individually or in the aggregate have a Material Adverse Effect) and (iii) is duly qualified to do business and is in good standing in every other

jurisdiction in which the nature of its business requires it to be so qualified, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

(b) Corporate and Governmental Authorization; Contravention . The execution, delivery and performance by it of this Agreement and the other Transaction Documents to which it is a party are (i) within the its organizational powers, (ii) have been duly authorized by all necessary organizational action, (iii) require no action by or in respect of, or filing with, any Official Body or official thereof (except as contemplated by Sections 5.1(f) , 5.1(g) and 7.7 , all of which have been (or as of the Closing Date will have been) duly made and in full force and effect), (iv) do not contravene or constitute a default under (A) its organizational documents, (B) any Law applicable to it, (C) any contractual restriction binding on or affecting it or its property or (D) any order, writ, judgment, award, injunction, decree or other instrument binding on or affecting it or its property, or (v) result in the creation or imposition of any Adverse Claim upon or with respect to its property or the property of any of its Subsidiaries (except as contemplated hereby), for purposes of clause (iv) hereof except (other than with respect to the SPV) to the extent such failure would not be reasonably expected to have a Material Adverse Effect.

(c) Binding Effect . Each of this Agreement and the other Transaction Documents to which it is a party has been duly executed and delivered and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally.

(d) Perfection . In the case of the SPV, it is the owner of all of the Receivables and other Affected Assets, free and clear of all Adverse Claims (other than any Adverse Claim arising hereunder) and upon the making of the initial Investment on the Closing Date and at all times thereafter until the Final Payout Date, all financing statements and other documents required to be recorded or filed in order to perfect and protect the interest of the Agent on behalf of the Investors in the Asset Interest against all creditors of and purchasers from the SPV and the Originator will have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full.

(e) Accuracy of Information . All information heretofore furnished by it (including the Servicer Reports, any other reports delivered pursuant to Section 2.8 and its financial statements) to any Investor, any Class Agent or the Agent for purposes of or in connection with this Agreement or any transaction contemplated hereby, taken as a whole, is, and all such information hereafter furnished by it to any Investor, any Class Agent or the Agent will be, true, complete and accurate in every material respect, on the date such information is stated or certified, and no such item contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

(f) Tax Status . It has (i) timely filed all tax returns (federal, state and local) required to be filed, (ii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges except with respect to the Originator, the Seller and the Servicer, in the case of clauses (i) and (ii), for taxes which are being contested in good faith and for which appropriate reserves are maintained in accordance with GAAP and (iii) in the case of the SPV,

accounted for the sale of the Asset Interest hereunder, in its books and financial statements as sales, consistent with GAAP (except to the extent that the SPV is consolidated for financial accounting purposes with the Seller or its Affiliates).

(g) Action, Suits . The SPV is not in violation of any order of any Official Body or arbitrator. The Originator, the Seller and the Servicer are not in violation of any order of any Official Body or arbitrator, except where such violation would not be reasonably expected to have a Material Adverse Effect. Except as set forth in Schedule 4.1(g) , there are no actions, suits, litigation or proceedings pending, or to its knowledge, threatened, against or affecting it or any of its Affiliates or their respective properties, in or before any Official Body or arbitrator, which may, individually or in the aggregate, have a Material Adverse Effect.

(h) Use of Proceeds . In the case of the SPV, the Seller and the Originator, no proceeds of any Investment or Reinvestment will be used by it (i) to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, (ii) to acquire any equity security of a class which is registered pursuant to Section 12 of such act or (iii) for any other purpose that violates applicable Law, including Regulations U or X of the Federal Reserve Board.

(i) Principal Place of Business; Chief Executive Office; Location of Records . Its principal place of business, chief executive office and the offices where it keeps all its Records, are located at the address(es) described on Schedule 4.1(i) or such other locations notified to the Conduit Investors in accordance with Section 7.7 in jurisdictions where all action required by Section 7.7 has been taken and completed.

(j) Subsidiaries; Tradenames, Etc. In the case of the SPV, as of the Closing Date: (i) it has only the Subsidiaries and divisions listed on Schedule 4.1(j) ; and (ii) it has, within the last five (5) years, operated only under the tradenames identified in Schedule 4.1(j) , and, within the last five (5) years, has not changed its name, merged with or into or consolidated with any other Person or been the subject of any proceeding under the Bankruptcy Code, except as disclosed in Schedule 4.1(j) . Schedule 4.1(j) also lists the correct Federal Employer Identification Number of the SPV.

(k) Good Title . In the case of the SPV, upon each Investment and Reinvestment, the Agent shall acquire a valid and enforceable perfected first priority ownership interest or a first priority perfected security interest in each Receivable and all other Affected Assets that exist on the date of such Investment or Reinvestment, with respect thereto, free and clear of any Adverse Claim. In the case of the Seller, upon each transfer to the SPV pursuant to the terms of the Second Tier Agreement, the SPV shall acquire a valid and enforceable perfected first priority ownership interest in each Receivable and all other Affected Assets that exist on the date of such transfer, with respect thereto, free and clear of any Adverse Claim. In the case of the Originator, upon each transfer to the Seller pursuant to the terms of the First Tier Agreement, the Seller shall acquire a valid and enforceable perfected first priority ownership interest in each Receivable and all other Affected Assets that exist on the date of such transfer, with respect thereto, free and clear of any Adverse Claim.

(l) Nature of Receivables . Each Receivable (i) represented by it to be an Eligible Receivable in any Servicer Report or other report delivered pursuant to Section 2.8 or (ii)included in the calculation of the Net Pool Balance in fact satisfies at such time the definition of “Eligible Receivable” set forth herein.

(m) Coverage Requirement . In the case of the SPV, the sum of (i) the Net Investment and (ii) the Required Reserves does not exceed the Net Pool Balance.

(n) Credit and Collection Policy . Since February 2, 2009, there have been no material changes in the Credit and Collection Policy other than in accordance with this Agreement. It has at all times complied with the Credit and Collection Policy in all material respects with regard to each Receivable.

(o) No Termination Event or Potential Termination Event . In the case of the SPV, no event has occurred and is continuing and no condition exists, or would result from any Investment or Reinvestment or from the application of the proceeds therefrom, which constitutes a Termination Event or a Potential Termination Event.

(p) Not an Investment Company or Holding Company . It is not, and is not controlled by, an “investment company” within the meaning of the Investment Company Act of 1940, or is exempt from all provisions of such act.

(q) ERISA . Each employee benefit plan sponsored, maintained or contributed to by the SPV, the Originator or any ERISA Affiliate which plan is tax qualified under Section 401(a) of the Code is in compliance in all respects with the applicable provisions of ERISA, the Code and any regulations and published interpretations thereunder or, if not, any such non-compliance does not have a Material Adverse Effect. Neither the SPV nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability to the Pension Benefit Guaranty Corporation under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA) that would have a Material Adverse Effect. Neither the SPV nor any ERISA Affiliate sponsors, maintains, makes contributions to, is obligated to make contributions to, or, during the preceding six (6) plan years, has made or been obligated to make contributions to, a Multiemployer Plan.

(r) Blocked Accounts . The names and addresses of all the Blocked Account Banks, together with the account numbers of the Blocked Accounts at such Blocked Account Banks, are specified in Schedule 4.1(r) (or at such other Blocked Account Banks and/or with such other Blocked Accounts as have been notified to the Class Agents and the Collateral Agent and for which Blocked Account Agreements have been executed in accordance with Section 7.3 and delivered to the Agent). All Blocked Accounts not maintained at, and in the name of the Agent, are subject to Blocked Account Agreements. All Obligors have been instructed to make payment to a Blocked Account and only Collections are deposited into the Blocked Accounts.

(s) Bulk Sales . In the case of the SPV, no transaction contemplated hereby or by the Second Tier Agreement requires compliance with any bulk sales act or similar law.

(t) Transfers Under First Tier Agreement . In the case of the Seller (except for the Receivables acquired by the Seller in respect of the termination of the existing receivables

securitization on or prior to the date of the initial funding hereunder), each Receivable has been purchased by it from the Originator pursuant to, and in accordance with, the terms of the First Tier Agreement.

(u) Transfers Under Second Tier Agreement . In the case of the SPV, each Receivable has been purchased by it from the Seller pursuant to, and in accordance with, the terms of the Second Tier Agreement.

(v) Fair Value By SPV . In the case of the SPV, it shall have given reasonably equivalent value to the Seller in consideration for the transfer to it of the Affected Assets from the Seller, and each such transfer shall not have been made for or on account of an antecedent debt owed by the Seller to it and no such transfer is or may be voidable under any section of the Bankruptcy Code.

(w) Fair Value By Seller . In the case of the Seller, it shall have given reasonably equivalent value to the Originator in consideration for the transfer to it of the Affected Assets from the Originator, and each such transfer shall not have been made for or on account of an antecedent debt owed by the Originator to it and no such transfer is or may be voidable under any section of the Bankruptcy Code.

(x) Nonconsolidation . The SPV is operated in such a manner that the separate corporate existence of the SPV, on the one hand, and the Originator or any Affiliate thereof, on the other, would not be disregarded in the event of the bankruptcy or insolvency of the Originator or any Affiliate thereof and, without limiting the generality of the foregoing:

(i) the SPV is a limited purpose entity whose activities are restricted in its limited liability company agreement to activities related to purchasing or otherwise acquiring receivables (including the Receivables) and related assets and rights and conducting any related or incidental business or activities it deems necessary or appropriate to carry out its primary purpose, including entering into agreements like the Transaction Documents;

(ii) the SPV has not engaged, and does not presently engage, in any activity other than those activities expressly permitted hereunder and under the other Transaction Documents, nor has the SPV entered into any agreement other than this Agreement, the other Transaction Documents to which it is a party, and with the prior written consent of the Investors and the Agent, any other agreement necessary to carry out more effectively the provisions and purposes hereof or thereof;

(iii) (A) the SPV maintains its own deposit account or accounts, separate from those of any of its Affiliates, with commercial banking institutions, (B) the funds of the SPV are not and have not been diverted to any other Person or for other than the corporate use of the SPV and (C) except as may be expressly permitted by this Agreement, the funds of the SPV are not and have not been commingled with those of any of its Affiliates;

(iv) to the extent that the SPV contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of

any other Person, the costs incurred in so doing are fairly allocated to or among the SPV and such entities for whose benefit the goods and services are provided, and each of the SPV and each such entity bears its fair share of such costs; and all material transactions between the SPV and any of its Affiliates shall be only on an arm’s-length basis;

(v) the SPV maintains a principal executive and administrative office through which its business is conducted and a telephone number and stationery through which all business correspondence and communication are conducted, in each case separate from those of the Originator and its Affiliates (provided it may be within the same offices as the Originator and its Affiliates);

(vi) the SPV conducts its affairs strictly in accordance with its organizational documents and observes all necessary, appropriate and customary corporate formalities, including (A) holding all regular and special members’ and managers’ meetings appropriate to authorize all corporate action, (B) keeping separate and accurate minutes of such meetings, (C) passing all resolutions or consents necessary to authorize actions taken or to be taken, and (D) maintaining accurate and separate books, records and accounts, including intercompany transaction accounts;

(vii) all decisions with respect to its business and daily operations are independently made by the SPV (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the SPV) and are not dictated by any Affiliate of the SPV (it being understood that the Servicer, which is an Affiliate of the SPV, will undertake and perform all of the operations, functions and obligations of it set forth herein and it may appoint Sub-Servicers, which may be Affiliates of the SPV, to perform certain of such operations, functions and obligations);

(viii) the SPV acts solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the SPV shall be appointed to act as its agent, except as expressly contemplated by this Agreement;

(ix) no Affiliate of the SPV advances funds to the SPV, other than as is otherwise provided herein or in the other Transaction Documents, and no Affiliate of the SPV otherwise supplies funds to, or guaranties debts of, the SPV; provided , however , that an Affiliate of the SPV may provide funds to the SPV in connection with the capitalization of the SPV;

(x) other than organizational expenses and as expressly provided herein, the SPV pays all expenses, indebtedness and other obligations incurred by it;

(xi) the SPV does not guarantee, and is not otherwise liable, with respect to any obligation of any of its Affiliates;

(xii) any financial reports required of the SPV comply with generally accepted accounting principles and are issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates;

(xiii) at all times the SPV is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation;

(xiv) the financial statements and books and records of the SPV and the Originator reflect the separate corporate existence of the SPV;

(xv) the SPV does not act as agent for the Originator or any Affiliate thereof, but instead presents itself to the public as a corporation separate from each such member and independently engaged in the business of purchasing and financing Receivables;

(xvi) the SPV maintains a three-person board of managers, including at least one independent manager, who has never been, and shall at no time be a stockholder, member, manager, officer, employee or associate, or any relative of the foregoing, of the Originator or any Affiliate thereof (other than the SPV and any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of the Originator or any Affiliate thereof), all as provided in its certificate or articles of incorporation, and is otherwise reasonably acceptable to the Investors and the Agent; and

(xvii) the limited liability company agreement of the SPV requires the affirmative vote of its independent manager before a voluntary petition under Section 301 of the Bankruptcy Code may be filed by the SPV, and requires the SPV to maintain correct and complete books and records of account and minutes of the meetings and other proceedings of its member and board of managers.

(y) Solvency . In the case of the SPV, on the date of any Investment or Reinvestment, the SPV is solvent before and after giving effect to such Investment or Reinvestment.

(z) Receivables Purchase Facility . (i) The transactions contemplated by the Transaction Documents constitute a “Receivables Purchase Facility” (as defined in the Revolving Credit Agreement and the Master Note Purchase Agreement, as such documents are in effect on each date as of which this representation is made) and is permitted under the Revolving Credit Agreement and the Master Note Purchase Agreement, as such documents are in effect on the date as of which this representation is made and (ii) it has not entered into any additional Receivables Purchase Facilities (as defined in the Revolving Credit Agreement and the Master Note Purchase Agreement, as such documents are in effect on the date as of which this representation is made).

(aa) Notice of Amendment to Existing Credit Documents . It shall provide copies of any proposed amendments, modifications or supplements to the Revolving Credit Agreement, Master Note Purchase Agreement, Intercreditor Agreement and Pledge Agreement to the Agent. Upon receipt thereof, the Agent shall have 15 days to notify the SPV and the Servicer if it reasonably believes that any such amendment or supplement would adversely affect rights of it, any Purchaser Agent, or any Investor or cause a breach of any representation, warranty or other term or provision hereof.

(bb) Disclosure of the Transaction . The Performance Guarantor, the Originator, the Seller and SPV each make the representations set forth in Schedule 4.1 (bb) applicable to it which are incorporated herein by reference.

(cc) Representations and Warranties in other Related Documents . In the case of the SPV, each of the representations and warranties made by it contained in the Transaction Documents (other than this Agreement) is true, complete and correct in all respects and it hereby makes each such representation and warranty to, and for the benefit of, the Agent, the Class Agents and the Investors as if the same were set forth in full herein.

(dd) No Servicer Default . In the case of the Servicer, no event has occurred and is continuing and no condition exists, or would result from a purchase in respect of, or Reinvestment in respect of the Asset Interest, any Investment or from the application of the proceeds therefrom, which constitutes a Servicer Default.

Section 4.2 Additional Representations and Warranties of the Servicer .

The Servicer represents and warrants on the Closing Date and on each Investment Date and Reinvestment Date to the Agent, the Class Agents and the Investors, which representation and warranty shall survive the execution and delivery of this Agreement, that each of the representations and warranties of the Servicer (whether made by the Servicer in its capacity as the Seller or as the Servicer) contained in any Transaction Document is true, complete and correct on such date (unless such statement specifically applies to an earlier date) and, if made by the Servicer in its capacity as the Seller or other applicable capacity, applies with equal force to the Servicer in its capacity as the Servicer, and the Servicer hereby makes each such representation and warranty to, and for the benefit of, the Agent, the Class Agents and the Investors as if the same were set forth in full herein.

Article V

Conditions Precedent

Section 5.1 Conditions Precedent to Closing .

The occurrence of the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or the Originator shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter and (B) the fees and expenses described in clause (i) of Section 9.4 and invoiced prior to the Closing Date, and (ii) the Agent shall have received, for itself and each of the Investors and the Agent’s counsel, an original (unless otherwise indicated) of each of the following documents, each in form and substance satisfactory to the Agent.

(a) A duly executed counterpart of this Agreement, the First Tier Agreement, the Second Tier Agreement, the Fee Letter and each of the other Transaction Documents executed by the Originator, the SPV, the Seller and the Servicer, as applicable.

(b) A certificate, substantially in the form of Exhibit G , of the secretary or assistant secretary of the SPV, certifying and (in the case of clauses (i) through (iii) ) attaching as exhibits thereto, among other things:

(i) the articles of incorporation, charter or other organizing document (including a limited liability company agreement, if applicable) of the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor (certified by the Secretary of State or other similar official of the respective jurisdiction of incorporation or organization, as applicable, as of a recent date);

(ii) resolutions of the board of managers or other governing body of the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to be delivered by the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents, if applicable) and government approvals, if any; and

(iii) the incumbency, authority and signature of each officer of the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor.

(c) A certificate, substantially in the form of Exhibit H of the secretary or assistant secretary of the Originator, the Servicer, the Seller and the Performance Guarantor certifying and (in the case of clauses (i) through (iii) ) attaching as exhibits thereto, among other things:

(i) the articles of incorporation, certificate of formation, charter or other organizing document (including a limited liability company agreement, if applicable) of the Originator, the Servicer, the Seller and the Performance Guarantor (certified by the Secretary of State or other similar official of its respective jurisdiction of incorporation or organization, as applicable, as of a recent date);

(ii) the by-laws and/or operating agreement of the Originator, the Servicer, the Seller and the Performance Guarantor;

(iii) resolutions of the board of directors or managers or other governing body of the Originator, the Servicer, the Seller and the Performance Guarantor authorizing the execution, delivery and performance by it of this Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and

(iv) the incumbency, authority and signature of each officer of the Originator, the Servicer, the Seller and the Performance Guarantor executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on its behalf.

(d) A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the other Transaction Documents, in each case, dated as of a recent date.

(e) A good standing certificate for each of the Originator, the Servicer and the Seller issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the other Transaction Documents, in each case, dated as of a recent date.

(f) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming the SPV, as debtor, in favor of the Agent, as secured party, for the benefit of the Investors or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all Receivables and the other Affected Assets.

(g) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), filed on or before the initial Investment naming the Originator, as the debtor, in favor of the SPV, as secured party, and the Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets.

(h) Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), filed on or before the initial Investment naming the Seller, as the debtor, in favor of the SPV, as secured party, and the Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets.

(i) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by SPV.

(j) Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by the Originator.

(k) Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near

the date of the initial Investment listing all effective financing statements which name the SPV, the Seller or the Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Agent may reasonably request together with copies of such financing statements (none of which shall cover any Receivables, other Affected Assets or Contracts unless such filings have been terminated or released pursuant to paragraphs (i) or (j) above or unless such Receivables, other Affected Assets or Contracts have been released under the terms of the related agreement as contemplated in Section 4.1(z) above), and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no such liens on any of the Receivables, other Affected Assets or Contracts.

(l) Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts.

(m) [Reserved].

(n) (i) A favorable opinion of Mayer Brown LLP, special counsel to the SPV, the Seller, the Servicer, the Performance Guarantor and the Originator, covering the matters set forth in Exhibit I , including non-contravention as to the material agreements (including the Revolving Credit Agreement and the Master Note Purchase Agreement and all related documents), the creation, attachment, perfection and priority of the interests created pursuant to each of the First Tier Agreement, the Second Tier Agreement, and this Agreement, the enforceability of each of the Transaction Documents against each of the Originator, the Seller, the SPV and the Performance Guarantor and as to such other matters as the Agent may reasonably request and (ii) a favorable opinion of the general counsel to the Originator covering certain corporate matters, each of the foregoing to be in form and substance acceptable to the Agent.

(o) A favorable opinion of Mayer Brown LLP, special counsel to the SPV, the Seller, the Performance Guarantor and the Originator, covering certain bankruptcy and insolvency matters i.e. “true sale” and nonconsolidation in form and substance satisfactory to the Agent and Agent’s counsel.

(p) [Reserved].

(q) Satisfactory results of a review and audit of the Originator’s collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originator’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and Second Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters.

(r) A Servicer Report as of January 31, 2009 showing the calculation of the Net Investment, each Class Net Investment and Required Reserves after giving effect to the initial Investment.

(s) Evidence of the appointment of CT Corporation Systems as agent for process as required by Section 11.4 .

(t) [Reserved].

(u) Evidence of the termination of the existing receivables securitization facility and the release of all liens related thereto.

(v) Such other approvals, documents, instruments, certificates and opinions as the Agent, any Class Agent or any Investor, may reasonably request.

Section 5.2 Conditions Precedent to All Investments and Reinvestments .

Each Investment and Reinvestment hereunder (including the initial Investment) shall be subject to the conditions precedent that (a) the Closing Date shall have occurred, (b) if the Agent shall have requested, in accordance with any provision of this Agreement, any additional information, report, document or filing, it has received such information, report or document or such filing as been made, and (c) on the date of such Investment and Reinvestment the following statements shall be true (and the SPV by accepting the amount of such Investment or Reinvestment shall be deemed to have certified that):

(i) The representations and warranties contained in Sections 4.1 and 4.2 are true, complete and correct on and as of such day as though made on and as of such day and shall be deemed to have been made on such day,

(ii) In the case of a Reinvestment, the amount of the Reinvestment will not exceed the amount available therefor under Section 2.12 , and in the case of an Investment, the amount of such Investment will not exceed the amount available therefor under Section 2.2 and after giving effect thereto, the sum of the Net Investment and Required Reserves will not exceed the Net Pool Balance,

(iii) In the case of an Investment, the Agent shall have received an Investment Request, appropriately completed, within the time period required by Section 2.3 ,

(iv) In the case of an Investment, the Agent shall have received a Servicer Report dated no more than 31 days (or such other date at the Agent’s request) prior to the proposed Investment Date and the information set forth therein shall be true, complete and correct,

(v) The Termination Date has not occurred,

(vi) No Termination Event or Potential Termination Event has occurred or has not been waived by the Agent,

(vii) The three-month average Trigger Delinquency Ratio does not exceed 5.50%,

(viii) The three-month average Trigger Default Ratio does not exceed 1.75%,

(ix) The three-month average Trigger Dilution Ratio has not exceeded 7.50%,

(x) The Days Sales Outstanding does not equal or exceed 50 days, and

(xi) Any challenge by any of the parties to the Revolving Credit Agreement or the Master Note Purchase Agreement that the transactions contemplated by the Transaction Documents are not a Receivable Purchase Facility (as defined in the Revolving Credit Agreement or the Master Note Purchase Agreement, as such document is in effect on the date as of the date of this Agreement) or are not permitted under the Revolving Credit Agreement or the Master Note Purchase Agreement, as such document is in effect on the date as of which this representation is made.

No Investments or Reinvestments shall be made until all of the above conditions have been satisfied or waived by each Class Agent and, if the conditions to the continued Investment or Reinvestment that were not satisfied include those set forth in any of the clauses (vii), (viii), (ix) or (x) then a new Servicer Report has been received by the Class Agents, which Servicer Report indicates that such conditions have been satisfied. Following the occurrence and continuance of a failure to satisfy one or more of the above conditions, the Collections received shall be applied on the next Settlement Date in accordance with the provisions of Section 2.12 ; provided , however , that solely during the failure to satisfy the conditions set forth in clauses (vii), (viii) and (ix) of this Section 5.2 (and for as long as such ratios have not exceeded the respective levels set forth in the Termination Events therefor), once a Servicer Report has been received by each of the Class Agents indicating that the Net Investment has been reduced to or below $50,000,000, Investments and Reinvestments shall resume (such period of time being an “ Exception Funding Period ”) to the extent that (1) the Net Investment does not exceed $50,000,000 and (2) all other conditions (other than clauses (vii), (viii) and (ix) of this Section 5.2) to such Investment or Reinvestment are satisfied; provided , further , that no Investments or Reinvestments shall be made during an Exception Funding Period unless (x) all representations and warranties are true and correct and (y) the Servicer has delivered a Servicer Report (as of the date reporting period covered by such report) showing that after giving effect to such requested Investment or Reinvestment, the sum of the Net Investment and the Required Reserves do not exceed the Net Pool Balance (as of the date reporting period covered by such report).

Any Exception Funding Period shall terminate upon delivery to each Class Agent by the Servicer of a Servicer Report evidencing that the conditions described in clauses (vii), (viii) and (ix) of this Section 5.2 have been satisfied.

Article VI

Covenants

Section 6.1 Affirmative Covenants of the SPV and Servicer .

At all times from the date hereof to the Final Payout Date, unless the Class Agents shall otherwise consent in writing:

(a) Reporting Requirements . The SPV and the Performance Guarantor shall maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish to the Agent and each Class Agent:

(i) Annual Reporting .

(a) Within ninety (90) days after the close of the SPV’s and the Performance Guarantor’s fiscal years, audited financial statements, prepared by in accordance with GAAP on a consolidated basis for (A) the SPV and (B) for the Performance Guarantor and its Subsidiaries, in each case, including balance sheets as of the end of such period, related statements of operations, shareholder’s equity and cash flows, accompanied by an unqualified audit report certified by independent registered public accountants of national or regional recognition, acceptable to the Agent, prepared in accordance with GAAP and by a certificate of said accountants that, in the course of the foregoing, they have obtained no knowledge of any Termination Event or Potential Termination Event, or if, in the opinion of such accountants, any Termination Event or Potential Termination Event shall exist, stating the nature and status thereof, and

(b) Within one hundred twenty-five (125) days after the close of the Seller and the Servicer fiscal years, financial statements, prepared in accordance with GAAP on a consolidated basis for the Seller and the Servicer, in each case, including balance sheets as of the end of such period, related statements of operations, shareholder’s equity and cash flows, all certified by an appropriate Responsible Officer and a certificate of a Responsible Officer that, in the course of the foregoing, they have obtained no knowledge of any Termination Event or Potential Termination Event, or if, in the opinion of such Responsible Officer, any Termination Event or Potential Termination Event shall exist, stating the nature and status thereof;

(ii) Quarterly Reporting . Within forty-five (45) days after the close of the first three quarterly periods of each of the SPV’s, the Seller’s, the Servicer’s and the Performance Guarantor’s fiscal years, for (A) the SPV, the Seller and the Servicer and (B) for Performance Guarantor and its Subsidiaries, in each case, consolidated unaudited balance sheets as at the close of each such period and consolidated related statements of operations, shareholder’s equity and cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its chief financial officer. Each such report by the Performance Guarantor shall include a certification that it and its Affiliates are in compliance with all financial covenants under the Revolving Credit Agreement and shall include calculations in reasonable detail evidencing such compliance.

(iii) Compliance Certificate . Together with the financial statements required hereunder, a compliance certificate in substantially the form set forth on Exhibit K signed by the SPV’s or the Performance Guarantor’s, as applicable, chief financial officer stating that (A) the attached financial statements have been prepared in accordance with GAAP and accurately reflect the financial condition of the SPV or the Performance Guarantor and its Subsidiaries as applicable (which in the case of quarterly financial statements may be subject to normal year-end audit adjustments) and (B) to the best of such Person’s knowledge, no Termination Event or Potential Termination Event exists, or if any Termination Event or Potential Termination Event exists, stating the nature and status thereof.

(iv) Shareholders Statements and Reports . Promptly upon the furnishing thereof to the shareholders of the SPV, the Originator or the Performance Guarantor, copies of all financial statements, reports and proxy statements so furnished.

(v) SEC Filings . Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Originator or any Subsidiary of the Originator or the Performance Guarantor or such Person files with the Securities and Exchange Commission.

(vi) Notice of Termination Events or Potential Termination Events; Etc . (A) as soon as possible and in any event within two (2) Business Days after the occurrence of each Termination Event or Potential Termination Event, a statement of a Responsible Officer of the SPV setting forth details of such Termination Event or Potential Termination Event and the action which the SPV proposes to take with respect thereto, which information shall be updated promptly from time to time; (B) promptly after the SPV obtains knowledge thereof, notice of any litigation, investigation or proceeding that may exist at any time between the SPV and any Person that could reasonably be expected to result in a Material Adverse Effect or any litigation or proceeding relating to any Transaction Document; and (C) promptly after the occurrence thereof, notice of a Material Adverse Effect.

(vii) Change in Credit and Collection Policy and Debt Ratings . Within ten (10) Business Days after the date any material change in or amendment to the Credit and Collection Policy is made, a copy of the Credit and Collection Policy then in effect indicating such change or amendment. Within five (5) days after the date of any change in the Servicer’s, the Seller’s, the Originator’s or the Performance Guarantor’s public or private debt ratings by any Rating Agency, if any, a written certification of the SPV’s or the Originator’s and private debt ratings after giving effect to any such change.

(viii) Credit and Collection Policy . Within ninety (90) days after the close of each of the Originator’s and the SPV’s fiscal years, a complete copy of the Credit and Collection Policy then in effect.

(ix) ERISA . Promptly after the filing, giving or receiving thereof, copies of all reports and notices with respect to any Reportable Event pertaining to any Pension Plan and copies of any notice by any Person of its intent to terminate any Pension Plan, and promptly upon the occurrence thereof, written notice of any contribution failure with respect to any Pension Plan sufficient to give rise to a lien under Section 302(f) of ERISA.

(x) Change in Accountants or Accounting Policy . Promptly, notice of any change in the accountants or any material change (other than as a result of the application of a change in standards by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants) in accounting policy of either the SPV or the Performance Guarantor.

(xi) Agreed Upon Procedures . No later than 60 days prior to November 23rd of each calendar year, the Servicer, at its expense, will cause to be prepared a report prepared by a firm satisfactory to the Agent setting forth the results of such firm’s application of the agreed upon procedures set forth on Exhibit J .

(xii) Other Information . Such other information (including non-financial information) as the Agent or any Class Agent may from time to time reasonably request with respect to the Originator, the SPV, the Seller or the Performance Guarantor.

(b) Conduct of Business; Ownership . Each of the SPV and the Servicer shall carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and do all things necessary to remain duly organized, validly existing and in good standing as a domestic limited liability company in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted. The SPV shall at all times be a wholly-owned Subsidiary of the Seller.

(c) Compliance with Laws, Etc . Each of the SPV and the Servicer shall comply in all material respects with all Laws to which it or its respective properties may be subject and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges.

(d) Furnishing of Information and Inspection of Records . Each of the SPV and the Servicer shall furnish to the Agent from time to time such information with respect to the Affected Assets as the Agent may reasonably request, including listings identifying the Obligor and the Unpaid Balance for each Receivable available to the Servicer in accordance with its then current accounts receivable system without the Servicer manually preparing such reports. Each of the SPV and the Servicer shall, at any time and from time to time during regular business hours, as reasonably requested with reasonable prior notice by the Agent or any Class Agent, permit the Agent, or its agents or representatives, (i) to examine and make copies of and take abstracts from all books, records and documents (including applicable computer systems following a Potential Termination Event or Termination Event) relating to the Receivables or other Affected Assets, including the related Contracts and (ii) to visit the offices and properties of the SPV, the Originator or the Servicer, as applicable, for the purpose of examining such materials described in clause (i) , and to discuss matters relating to the Affected Assets or the SPV’s, the Originator’s or the Servicer’s performance hereunder, under the Contracts and under the other Transaction Documents to which such Person is a party with any of the officers, directors, managers, employees or independent public accountants of the SPV, the Originator or the Servicer, as applicable, having knowledge of such matters; provided, however that the Seller and Servicer shall only be responsible for the costs and expenses associated with one such review per year unless a Termination Event or Potential Termination Event has occurred.

(e) Keeping of Records and Books of Account . Each of the SPV and the Servicer shall maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain, all documents, books, computer tapes, disks, records and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each new

Receivable and all Collections of and adjustments to each existing Receivable). Each of the SPV and the Servicer shall give the Agent prompt notice of any material change in its administrative and operating procedures referred to in the previous sentence.

(f) Performance and Compliance with Receivables and Contracts and Credit and Collection Policy . Each of the SPV and the Servicer shall, (i) at its own expense, timely and fully perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables; and (ii) timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

(g) Notice of Agent’s Interest . In the event that the SPV or the Originator shall sell or otherwise transfer any interest in accounts receivable or any other financial assets (other than as contemplated by the Transaction Documents), any computer tapes or files or other documents or instruments provided by the Servicer in connection with any such sale or transfer shall disclose the SPV’s ownership of the Receivables and the Agent’s interest therein.

(h) Collections . Each of the SPV and the Servicer shall instruct all Obligors to cause all Collections to be deposited directly to a Blocked Account or to post office boxes to which only Blocked Account Banks have access and shall cause all items and amounts relating to such Collections received in such post office boxes to be removed and deposited into a Blocked Account on a daily basis.

(i) Collections Received . Each of the SPV and the Servicer shall hold in trust, and deposit, immediately, but in any event not later than two (2) Business Days of its receipt thereof, to a Blocked Account or, if required by Section 2.9 , to the Collection Account, all Collections received by it from time to time.

(j) Blocked Accounts . Each Blocked Account shall at all times be subject to a Blocked Account Agreement.

(k) Sale Treatment . The SPV shall not (i) record in its books (other than for accounting and tax purposes), or otherwise treat, the transactions contemplated by the Second Tier Agreement in any manner other than as a sale of Receivables by the Seller to the SPV, or (ii) record in its books (other than for tax or accounting purposes) or otherwise treat the transactions contemplated hereby in any manner other than as a sale of the Asset Interest by the SPV to the Agent on behalf of the Investors. In addition, the SPV shall disclose (in a footnote or otherwise) in all of its financial statements (including any such financial statements consolidated with any other Persons’ financial statements) the existence and nature of the transaction contemplated hereby and by the Second Tier Agreement and the interest of the SPV (in the case of the Originator’s financial statements) and the Agent, on behalf of the Investors, in the Affected Assets. Notwithstanding anything to the contrary herein, each of the parties hereto hereby understands and agrees that for accounting purposes, the SPV may be consolidated with any Affiliates of the Originator.

(l) Separate Business; Nonconsolidation . The SPV shall not (i) engage in any business not permitted by its limited liability company agreement as in effect on the Closing

Date or (ii) conduct its business or act in any other manner which is inconsistent with Section 4.1(x) . The officers and managers of the SPV (as appropriate) shall make decisions with respect to the business and daily operations of the SPV independent of and not dictated by Originator or any other controlling Person.

(m) Corporate Documents . The SPV shall only amend, alter, change or repeal its limited liability company agreement with the prior written consent of the Agent.

(n) [Reserved].

(o) Ownership Interest, Etc. The SPV shall, at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable ownership or security interest in the Receivables, the Related Security and proceeds with respect thereto, and a first priority perfected security interest in the Affected Assets, in each case free and clear of any Adverse Claim, in favor of the Agent for the benefit of the Investors, including taking such action to perfect, protect or more fully evidence the interest of the Agent, as the Agent may reasonably request.

(p) Enforcement of First Tier Agreement . The Seller, on its own behalf and on behalf of the Agent and each Investor, shall promptly enforce all covenants and obligations of the Originator contained in the First Tier Agreement. The Seller shall deliver consents, approvals, directions, notices, waivers and take other actions under the First Tier Agreement as may be directed by the Agent.

(q) Enforcement of Second Tier Agreement . The SPV, on its own behalf and on behalf of the Agent and each Investor, shall promptly enforce all covenants and obligations of the Seller contained in the Second Tier Agreement. The SPV shall deliver consents, approvals, directions, notices, waivers and take other actions under the Second Tier Agreement as may be directed by the Agent.

(r) Notice of Amendment . The SPV or the Originator shall promptly notify the Agent of any amendment, modification or supplement to the Revolving Credit Agreement, Master Note Purchase Agreement, Intercreditor Agreement or the Pledge Agreement that could have any effect on the transactions contemplated by the Transaction Documents.

(s) Disclosure of the Transaction . The Performance Guarantor, the Originator, the Seller and the SPV each agree to the covenants set forth on Schedule 4.1 (bb) applicable to it which are incorporated herein by reference.

Section 6.2 Negative Covenants of the SPV and Servicer .

At all times from the date hereof to the Final Payout Date, unless the Agent and each Class Agent shall otherwise consent in writing:

(a) No Sales, Liens, Etc. (i) Except as otherwise provided herein and in the Second Tier Agreement, neither the SPV nor the Servicer shall, or shall permit the Seller or the Originator to, sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or

suffer to exist any Adverse Claim upon (or the filing of any financing statement) or with respect to (A) any of the Affected Assets, or (B) any inventory or goods, the sale of which may give rise to a Receivable, or assign any right to receive income in respect thereof (except to the extent the Receivables have been excluded or otherwise excepted or released from such transaction on or before the date such Receivables are transferred by the Originator and by the Seller) and (ii) the SPV shall not issue any security to, or sell, transfer or otherwise dispose of any of its property or other assets (including the property sold, transferred or assigned to it by the Seller) to, any Person other than an Affiliate (which Affiliate is not a special purpose entity organized for the sole purpose of issuing asset backed securities) or as otherwise expressly provided for in the Transaction Documents.

(b) No Extension or Amendment of Receivables . Except as otherwise permitted in Section 7.2 , neither the SPV nor the Servicer shall extend, amend or otherwise modify the terms of any Receivable, or amend, modify or waive any term or condition of any Contract related thereto.

(c) No Change in Business or Credit and Collection Policy . Neither the SPV nor the Servicer shall make any change in the character of its business or in the Credit and Collection Policy, which change would, in either case, have a Material Adverse Effect.

(d) No Subsidiaries, Mergers, Etc. The SPV shall not consolidate or merge with or into, or sell, lease or transfer all or substantially all of its assets to, any other Person. The Servicer shall not shall not consolidate or merge with or into, or sell, lease or transfer all or substantially all of its assets to, any other Person, unless either (i) the Servicer is the surviving entity or (ii) the surviving entity is a wholly-owned subsidiary of the Performance Guarantor. The SPV shall not form or create any Subsidiary.

(e) Change in Payment Instructions to Obligors . Neither the SPV nor the Servicer shall add or terminate any bank as a Blocked Account Bank or any account as a Blocked Account to or from those listed in Schedule 4.1(s) or make any change in its instructions to Obligors regarding payments to be made to any Blocked Account, unless (i) such instructions are to deposit such payments to another existing Blocked Account or to the Collection Account or (ii) the Agent shall have received written notice of such addition, termination or change at least thirty (30) days prior thereto and the Agent shall have received a Blocked Account Agreement executed by each new Blocked Account Bank or an existing Blocked Account Bank with respect to each new Blocked Account, as applicable.

(f) Deposits to Lock-Box Accounts . Neither the SPV nor the Servicer shall deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Blocked Account or the Collection Account, cash or cash proceeds other than Collections.

(g) Change of Name, Etc. The SPV shall not change its name, identity or structure (including by merger), its jurisdiction of formation or the location of its chief executive office or any other change which could render any UCC financing statement filed in connection with this Agreement or any other Transaction Document to become “seriously misleading” under the UCC, unless at least thirty (30) days prior to the effective date of any such change the SPV delivers to the Agent (i) such documents, instruments or agreements, executed by the SPV as are

necessary to reflect such change and to continue the perfection of the Agent’s ownership interests or security interests in the Affected Assets, including an opinion of counsel that after giving effect to such change, the Agent’s interest in the Receivables and the Related Security shall continue unaffected by such change and (ii) new or revised Blocked Account Agreements executed by the Blocked Account Banks which reflect such change and enable the Agent to continue to exercise its rights contained in Section 7.3 .

(h) Amendment to First or Second Tier Agreement . The SPV shall not and shall not permit the Seller or the Originator to amend, modify, or supplement the First Tier Agreement or the Second Tier Agreement or waive any provision thereof, in each case except with the prior written consent of the Agent.

(i) Other Debt . Except as provided herein, the SPV shall not create, incur, assume or suffer to exist any indebtedness whether current or funded, or any other liability other than (i) indebtedness of the SPV representing fees, expenses and indemnities arising hereunder or under the Second Tier Agreement for the purchase price of the Receivables and other Affected Assets under the Second Tier Agreement, and (ii) other indebtedness incurred in accordance with the Transaction Documents.

(j) Payment to the Seller . The SPV shall not acquire any Receivable other than through, under, and pursuant to the terms of, the Second Tier Agreement.

(k) Restricted Payments . The SPV shall not (i) purchase or redeem any of its membership interest, (ii) prepay, purchase or redeem any Indebtedness, (iii) lend or advance any funds or (iv) repay any loans or advances to, for or from any of its Affiliates (the amounts described in clauses (i) through (iv) being referred to as “ Restricted Payments ”), except that the SPV may (A) make Restricted Payments out of funds received pursuant to Section 2.2 and/or otherwise permitted pursuant to the Transaction Documents and (B) may make other Restricted Payments (including the payment of dividends) if, after giving effect thereto, no Termination Event or Potential Termination Event shall have occurred and be continuing.

Section 6.3 IS SPECIFIED IN SCHEDULE 6.3, WHICH IS INCORPORATED HEREIN BY REFERENCE .

Article VII

Administration and Collections

Section 7.1 Appointment of Servicer .

(a) The servicing, administering and collection of the Receivables shall be conducted by the Person (the “ Servicer ”) so designated from time to time as Servicer in accordance with this Section 7.1 . Each of the SPV, the Class Agents, the Agent and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable law, each of the SPV, the Originator and the Seller (to the extent not then acting as Servicer hereunder) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s, the Originator’s and/or the Seller’s name and on

behalf of the SPV, the Originator or the Seller as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or the Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII . Until the Agent gives notice to the Servicer (in accordance with this Section 7.1 ) of the designation of a new Servicer, the Seller is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Servicer Default, the Agent may, and upon the direction of the Class Agents shall, designate as Servicer any Person (including itself) to succeed the Seller or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof; provided , however , that if a Servicer Default occurs solely as a result of the occurrence of a Termination Event and, on or after the 60 th day after such occurrence the Net Investment exceeds zero, then a successor Servicer may, or upon the direction of the Majority Investors, shall, be appointed by the Agent.

(b) Upon the designation of a successor Servicer as set forth above, the Seller agrees that it will terminate its activities as Servicer hereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, and the Seller shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records and use by the new Servicer of all records, licenses, hardware or software (except to the extent any such licenses or other items are not assignable and/or may not be shared or assigned) necessary or desirable to collect the Receivables and the Related Security.

(c) The Seller acknowledges that the SPV, the Class Agents, the Agent and the Investors have relied on the Seller’s agreement to act as Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, the Seller agrees that it will not voluntarily resign as Servicer.

(d) The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Agent, and provided that the Servicer shall continue to remain solely liable for the performance of the duties as Servicer hereunder notwithstanding any such delegation hereunder. The Servicer may delegate its duties and obligations hereunder to any Affiliate subservicer (each, a “ Sub-Servicer ”); provided that, in each such delegation, (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable to the SPV, the Agent, the Class Agents and the Investors for the performance of the duties and obligations so delegated, (iii) the SPV, the Agent, the Class Agents and the Investors shall have the right to look solely to the Servicer for performance and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to such Sub-Servicer).

(e) The Seller hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, the Seller shall conduct the data-processing functions

of the administration of the Receivables and the Collections thereon in substantially the same way that the Seller conducted such data-processing functions while it acted as the Servicer.

Section 7.2 Duties of Servicer .

(a) The Servicer shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with this Agreement and all applicable Law, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Servicer shall set aside (and, if applicable, segregate) and hold in trust for the accounts of the SPV, the Agent and the Investors the amount of the Collections to which each is entitled in accordance with Article II . So long as no Termination Event or Potential Termination Event shall have occurred and is continuing, the Servicer may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Unpaid Balance of any Defaulted Receivable, Delinquent Receivable or any Receivable that is otherwise not an Eligible Receivable as the Servicer may determine to be appropriate to maximize Collections thereof; provided , however , that (i) such adjustment shall not alter, subject to Section 1.3(b) , the status of such Receivable as a Defaulted Receivable or a Delinquent Receivable or limit the rights of the SPV, the Investors or the Agent under this Agreement and (ii) if a Termination Event or Potential Termination Event has occurred and the Seller is still acting as Servicer, the Seller may make such adjustment only upon the prior written approval of the Agent. The SPV shall deliver to the Servicer and the Servicer shall hold in trust for the SPV and the Agent, on behalf of the Investors, in accordance with their respective interests, all Records which evidence or relate to any Affected Asset. Notwithstanding anything to the contrary contained herein, the Agent shall have the absolute and unlimited right to direct the Servicer (whether the Seller or any other Person is the Servicer) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Affected Asset. The Servicer shall not make the Class Agents, the Agent or any of the Investors a party to any litigation without the prior written consent of such Person. At any time when a Termination Event exists, the Agent may notify any Obligor of its interest in the Receivables and the other Affected Assets.

(b) The Servicer shall, as soon as practicable following receipt thereof, turn over to the Seller or the Originator, as determined by the Servicer, all collections from any Person of indebtedness of such Person which are not on account of a Receivable. Notwithstanding anything to the contrary contained in this Article VII , the Servicer, if not the Seller, the Originator or any Affiliate of the Seller or the Originator, shall have no obligation to collect, enforce or take any other action described in this Article VII with respect to any indebtedness that is not included in the Asset Interest other than to deliver to the Seller or the Originator the Collections and documents with respect to any such indebtedness as described above in this Section 7.2(b) .

(c) Any payment by an Obligor in respect of any indebtedness owed by it to the Originator shall, except as otherwise specified by such Obligor, required by contract or law or clearly indicated by facts or circumstances (including by way of example an equivalence of a payment and the amount of a particular invoice), and unless otherwise instructed by the Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such

Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Section 7.3 Blocked Account Arrangements .

Prior to the initial purchase hereunder the Servicer and SPV shall enter into Blocked Account Agreements with all of the Blocked Account Banks, and deliver original counterparts thereof to the Agent. Upon the occurrence of a Termination Event or a Potential Termination Event, the Agent may at any time thereafter give notice to each Blocked Account Bank that the Agent is exercising its rights under the Blocked Account Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Blocked Account Accounts transferred to the Agent and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Blocked Accounts be redirected pursuant to its instructions rather than deposited in the applicable Blocked Account, and (c) to take any or all other actions permitted under the applicable Blocked Account Agreement. Each of the Servicer and SPV hereby agrees that if the Agent, at any time, takes any action set forth in the preceding sentence, the Agent shall have exclusive control of the proceeds (including Collections) of all Receivables and each of the Servicer and SPV hereby further agrees to take any other action that the Agent may reasonably request to transfer such control. Any proceeds of Receivables received by the Seller, as Servicer or otherwise, or the SPV thereafter shall be sent immediately to the Agent. The parties hereto hereby acknowledge that if at any time the Agent takes control of any Blocked Account, the Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to SPV, the Agent and the Investors or any other Person hereunder and the Agent shall distribute or cause to be distributed such funds in accordance with Section 7.2(b) (including the proviso thereto) and Article II (in each case as if such funds were held by the Servicer thereunder); provided , however , that the Agent shall not be under any obligation to remit any such funds to the Seller or any other Person unless and until the Agent has received from the Seller or such Person evidence satisfactory to the Agent that the Seller or such Person is entitled to such funds hereunder and under applicable Law.

Section 7.4 Enforcement Rights After Designation of New Servicer .

(a) At any time following the occurrence of a Termination Event and the designation of a Servicer (other than the Seller or an Affiliate of the Seller) pursuant to Section 7.1 :

(i) the Agent may direct the Obligors that payment of all amounts payable under any Receivable be made directly to the Agent or its designee;

(ii) the SPV shall, at the Agent’s request and at the SPV’s expense, give notice of the Agent’s, the SPV’s, and/or the Investors’ ownership of the Receivables and (in the case of the Agent) interest in the Asset Interest to each Obligor and direct that payments be made directly to the Agent or its designee, except that if the SPV fails to so notify each obligor, the Agent may so notify the Obligors; and

(iii) the SPV shall, at the Agent’s request, (A) assemble all of the Records and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received

by it from time to time constituting Collections of Receivables in a manner acceptable to such Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to such Agent or its designee.

(b) Each of the SPV and the Seller hereby authorizes the Agent, and irrevocably appoints the Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the SPV or the Seller, as applicable, which appointment is coupled with an interest, to take any and all steps following the occurrence of a Termination Event or the occurrence and continuation of a Potential Termination Event, in the name of the SPV or the Seller, as applicable, and on behalf of the SPV or the Seller, as applicable, necessary or desirable, in the determination of the Agent, to collect any and all amounts or portions thereof due under any and all Receivables or Related Security, including endorsing the name of the Seller on checks and other instruments representing Collections and enforcing such Receivables, Related Security and the related Contracts. Notwithstanding anything to the contrary contained in this subsection (b) , none of the powers conferred upon such attorney-in-fact pursuant to the immediately preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.

Section 7.5 Servicer Default .

The occurrence of any one or more of the following events shall constitute a “ Servicer Default ”:

(a) The Servicer (i) shall fail to make any payment or deposit required to be made by it hereunder when due and such failure continues for one (1) Business Day or the Servicer shall fail to observe or perform any term, covenant or agreement on the Servicer’s part to be performed under Sections 6.1(b) (conduct of business, ownership), 6.1(f) (performance and compliance with receivables, contracts and credit and collection policy), 6.1(h) (obligor payments), 6.1(i) (handling collections), 6.2(a) (no sales or liens), 6.2(c) (no change in business or credit and collection policy), 6.2(d) (no subsidiaries, mergers, etc.), 6.2(e) (change in payment instructions to obligors), or 6.2(f) (deposits to lock-box accounts) (any of the preceding parenthetical phrases in this clause (i) are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof) and such failure continues for two (2) Business Days, (ii) shall fail to observe or perform any other term, covenant or agreement to be observed or performed by it under Sections 2.8 , 2.9 , 2.12 or 2.15 and such failure continues for two (2) Business Days, or (iii) shall fail to observe or perform in any material respect any other term, covenant or agreement hereunder or under any of the other Transaction Documents to which such Person is a party or by which such Person is bound and such failure shall remain unremedied for thirty (30) days after the earlier to occur of (1) receipt of notice thereof from any Class Agent, any Investor or the Agent or (2) the date a Responsible Officer of the Servicer first becomes aware of such failure; or

(b) any representation, warranty, certification or statement made by the Servicer in this Agreement, the First Tier Agreement, the Second Tier Agreement or in any of the other Transaction Documents or in any certificate or report delivered by it pursuant to any of the

foregoing shall prove to have been incorrect in any material respect when made or deemed made and shall remain unremedied for 30 days after the earlier to occur of (1) receipt of notice thereof from any Class Agent, any Investor or the Agent or (2) the date a Responsible Officer of the Servicer first becomes aware of such failure; or

(c) failure of the Servicer or any of its Subsidiaries (other than the SPV) to pay when due any amounts due under any agreement under which any outstanding Indebtedness greater than $25,000,000 is governed; or the default (beyond the applicable grace period with respect thereto, if any) by the Servicer or any of its Subsidiaries (other than the SPV) in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness greater than $25,000,000 outstanding was created or is governed, regardless of whether such event is an “event of default” or “default” under any such agreement; or any Indebtedness of the Servicer or any of its Subsidiaries greater than $25,000,000 outstanding shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the scheduled date of maturity thereof; or

(d) any Event of Bankruptcy shall occur with respect to the Servicer; or

(e) failure of the Servicer to deliver any Servicer Report when due and such failure remains unremedied for 2 Business Days; or

(f) subject to Section 7.1(a) , a Termination Event.

Section 7.6 Servicing Fee .

The Servicer shall be paid a Servicing Fee in accordance with Schedule III and subject to the priorities therein. If the Servicer is not the SPV or the Seller or an Affiliate of the SPV or the Seller, the Servicer, by giving three (3) Business Days’ prior written notice to the Class Agents, may revise the percentage used to calculate the Servicing Fee so long as the revised percentage will not result in a Servicing Fee that exceeds 110% of the reasonable and appropriate out-of-pocket costs and expenses of such Servicer incurred in connection with the performance of its obligations hereunder as documented to the reasonable satisfaction of the Class Agents; provided , however , that at any time after the sum of (1) the Net Investment and (2) the Required Reserves exceeds the Net Pool Balance, any compensation to the Servicer in excess of the Servicing Fee initially provided for herein shall be an obligation of the SPV and shall not be payable, in whole or in part, from Collections allocated to the Investors.

Section 7.7 Protection of Ownership Interest of the Investors .

Each of the Originator, the Seller and the SPV agrees that it shall, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Agent may reasonably request in order to perfect or protect the Asset Interest or to enable the Agent or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originator and the SPV shall, upon the request of the Agent or any of the Investors, in order to accurately reflect this purchase and sale transaction, (a) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as otherwise permitted to be executed and filed pursuant hereto) as may be requested by the Agent or any of the Investors and (b) mark its respective master data

processing records and other documents with a legend describing the conveyance to the to the Agent, for the benefit of the Investors, of the Asset Interest. Each of the Originator, the Seller and the SPV (i) shall, upon request of the Agent or any of the Investors, obtain such additional search reports as the Agent or any of the Investors shall request and (ii) hereby authorize the Agent to file continuation statements and amendments thereto and assignments thereof without further consent or action by any of the Originator, the Seller or the SPV. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. Neither the Originator nor the SPV shall change its respective name, identity, corporate structure, jurisdiction of formation unless it shall have: (i) given the Agent at least thirty (30) days prior notice thereof and (ii) prepared at the SPV’s expense and delivered to the Agent all financing statements, instruments and other documents necessary to preserve and protect the Asset Interest or requested by the Agent in connection with such change or relocation, including an opinion of counsel that after giving effect to such change, the Agent’s interest in the Receivables and the Related Security shall continue unaffected by such change. All filings under the UCC or otherwise shall be made at the expense of the SPV.

Article VIII

Termination Events

Section 8.1 Termination Events .

The occurrence of any one or more of the following events shall constitute a “ Termination Event ”:

(a) (i) the SPV, the Seller, the Originator, the Performance Guarantor or the Servicer shall fail to make any payment or deposit required to be made by it hereunder with respect to a reduction in the Net Investment; or (ii) the Seller, the Originator, the Performance Guarantor or the Servicer shall fail to make any payment or deposit required to be made by it hereunder other than in respect of a reduction in the Net Investment when due and such failure continues for two (2) Business Days; or

(b) any representation, warranty, certification or statement made or deemed made by the SPV, the Seller, the Servicer, the Performance Guarantor or the Originator in this Agreement, any other Transaction Document to which it is a party or in any other information, report or document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made or delivered and shall remain unremedied for 30 days after the earlier to occur of (1) receipt of notice thereof from any Class Agent, any Investor or the Agent or (2) the date a Responsible Officer of the Servicer, the SPV, the Seller, the Performance Guarantor or the Originator, as applicable, first becomes aware of such failure; or

(c) the SPV, the Seller, the Originator or the Servicer shall default in the performance of any undertaking (other than those covered by clause (a) above or (p) below) (i) to be performed or observed under Sections 6.1(b) (conduct of business, ownership), 6.1(f) (performance and compliance with receivables, contracts and credit and collection policy), 6.1(h) (obligor payments), 6.1(i) (handling collections), 6.2(a) (no sales or liens), 6.2(c) (no change in business or credit and collection policy), 6.2(d) (no subsidiaries, mergers, etc.), 6.2(e) (no change

in payment instructions to obligors) or 6.2(f) (deposits to lock-box accounts) (any of the preceding parenthetical phrases in this clause (i) are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof) and such failure continues for two (2) Business Days, or (ii) shall fail to observe or perform under any other provision of this Agreement (other than those covered by clause (a) above or Section 6.3 ) or any provision of any other Transaction Document to which it is a party and such default in the case of this clause (ii) shall continue for thirty (30) days after the earlier to occur of (1) receipt of notice thereof from any Class Agent, any Investor or the Agent or (2) the date a Responsible Officer of the Servicer, the SPV, the Seller, the Performance Guarantor or the Originator, as applicable, first becomes aware of such failure; or

(d) any Event of Bankruptcy shall occur with respect to the SPV, the Seller, the Originator, the Servicer, the Performance Guarantor or any Material Subsidiary; or

(e) the Agent, on behalf of the Investors, shall for any reason fail or cease to have a valid and enforceable perfected first priority ownership or security interest in the Affected Assets, free and clear of any Adverse Claim; or

(f) a Servicer Default shall have occurred; or

(g) on any Settlement Date, the sum of (i) the Net Investment (as determined after giving effect to all distributions pursuant to this Agreement on such date) and (ii) the Required Reserves shall exceed the Net Pool Balance (as such Required Reserves and Net Pool Balance are shown in the most recent Servicer Report delivered on or prior to such date); or

(h) failure of the SPV, the Seller, the Originator, the Performance Guarantor or any Subsidiary of the SPV or the Originator to pay when due any amounts due under any agreement to which any such Person is a party and under which any Indebtedness greater than $10,000 in the case of the SPV or any Subsidiary of the SPV, or $25,000,000 outstanding, in the case of the Seller, the Performance Guarantor, the Originator or any Subsidiary of any of the foregoing Persons (other than the SPV) is governed; or the default (after any applicable grace period, if any) by the SPV, the Seller, the Performance Guarantor, the Originator or any Subsidiary of any of the foregoing Persons in the performance of any term, provision or condition contained in any agreement to which any such Person is a party and under which any Indebtedness owing by the SPV, the Seller, the Performance Guarantor, the Originator or any Subsidiary of any of the foregoing Persons greater than such respective amounts was created or is governed, regardless of whether such event is an “event of default” or “default” under any such agreement if the effect of such default is to cause, or to permit the holder of such Indebtedness to cause, such Indebtedness to become due and payable prior to its stated maturity; or any Indebtedness owing by the SPV, the Seller, the Performance Guarantor, the Originator or any Subsidiary of any of the foregoing Persons greater than such respective amounts shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; or

(i) there shall be a “change of control” with respect to the Servicer, the SPV, the Seller, the Performance Guarantor or the Originator (for the purposes of this clause only “change in control” means:

(i) the failure of the Originator to own, free and clear of any Adverse Claim (other than the pledge under the Revolving Credit Agreement) and on a fully diluted basis, 100% of the equity interests in the SPV,

(ii) the lien on the equity interests in the SPV shall be foreclosed upon,

(iii) the failure of the Performance Guarantor to own, directly or indirectly, 100% of the equity interests in each of the Originator, the Seller, the Servicer and the SPV, or

(iv) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 20% or more of the outstanding shares of voting stock of the Performance Guarantor; or

(j) [Reserved];

(k) any material provision of this Agreement or any other Transaction Document to which the Originator, the Seller, the Performance Guarantor or the SPV is a party shall cease to be in full force and effect or the Originator, the Seller, the Performance Guarantor or the SPV shall so state in writing; or

(l) the three-month average Trigger Delinquency Ratio shall exceed 6.25%; or

(m) the three-month average Trigger Default Ratio shall exceed 2.25%; or

(n) the three-month average Trigger Dilution Ratio shall exceed 8.25%, or

(o) the Days Sales Outstanding equals or exceeds 60 days; or

(p) a breach of Section 6.3 ; or

(q) the Performance Guarantor shall default on any payment obligation under the Performance Guaranty when due; or

(r) the SPV shall become required to register as an “investment company” under the Investment Company Act of 1940, as amended, or the arrangements contemplated by the Transaction Document shall require registration as an “investment company” within the meaning of the Investment Company Act of 1940; or

(s) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any assets of the SPV, the Seller or the Originator and such lien shall not have been released within five (5) Business Days, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the SPV, the Seller or the Originator and such lien shall not have been released within five (5) Business Days; or

(t) (i) any action or proceeding is commenced by any party to the Revolving Credit Agreement or the Master Note Purchase Agreement claiming or asserting that the transactions contemplated by the Transaction Documents are not a Receivable Purchase Facility (as defined in the Revolving Credit Agreement or the Master Note Purchase Agreement, as such document is in effect on the date as of which this representation is made) or are not permitted under the Revolving Credit Agreement or the Master Note Purchase Agreement, as such document is in effect on the date as of which this representation is made or (ii) the Originator or the Performance Guarantor have entered into an additional Receivable Purchase Facility (as defined in the Revolving Credit Agreement or the Master Note Purchase Agreement, as such document is in effect on the date as of which this representation is made).

(u) either (i) a Default (as defined in the Revolving Credit Agreement) shall occur and be continuing under Section 7.6 or 7.7 of the Revolving Credit Agreement or (b) the Revolving Credit Agreement Agent shall deliver notice under the Revolving Credit Agreement prohibiting dispositions of assets by the Performance Guarantor or any of its Affiliates following the occurrence and during the continuance of any Default (as defined in the Revolving Credit Agreement) under clauses (i), (ii) or (iii) of Section 7.2 of the Revolving Credit Agreement.

If a Termination Event occurs, the Agent shall have all rights of a secured party under the UCC and, by notice to the SPV and the Servicer, may declare the Termination Date to occur, at which time all Collections shall be applied in accordance with the provisions of Section 2.12 and the Net Investment will accrue interest at the Default Rate.

Section 8.2 Termination .

Upon the occurrence of any Termination Event, the Class Agents may, or at the direction of the Majority Investors shall, by notice to the SPV and the Servicer, declare the Termination Date to have occurred; provided , however , that in the case of any event described in Section 8.1(d) , 8.1(e) , 8.1(g) , 8.1(o) , 8.1(s) or 8.1(t) , the Termination Date shall be deemed to have occurred automatically upon the occurrence of such event. Upon any such declaration or automatic occurrence, the Agent shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and other applicable laws, all of which rights shall be cumulative. Upon the occurrence of the Termination Date, no Investments or Reinvestments shall be made by any Investors and all Collections shall be applied as set forth in Section 2.12 .

Article IX

Indemnification; Expenses; Related Matters

Section 9.1 Indemnities by the SPV and the Servicer .

Without limiting any other rights which the Indemnified Parties may have hereunder or under applicable Law, the SPV hereby agrees to indemnify the Investors, the Agent, each Class Agent, the Collateral Agent, the Program Support Providers and their respective officers, directors, employees, counsel and other agents (collectively, “ Indemnified Parties ”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable

attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “ Indemnified Amounts ”) awarded against or incurred by any of them in any action or proceeding between the SPV and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Agent or any Investor of the Asset Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (x) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, as finally determined by a court of competent jurisdiction, or (y) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables. Without limiting the generality of the foregoing, the SPV shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

(a) any representation or warranty made by the SPV, the Originator, the Performance Guarantor or the Seller (including, the Seller or any of its Affiliates in the capacity as the Servicer) or any officers of the SPV, the Originator, the Performance Guarantor or the Seller (including, in its capacity as the Servicer or any Affiliate of the Seller acting as Servicer) under or in connection with this Agreement, the First Tier Agreement, the Second Tier Agreement, any of the other Transaction Documents, any Servicer Report or any other information or report delivered by the SPV or the Servicer pursuant hereto, or pursuant to any of the other Transaction Documents which shall have been incomplete, false or incorrect in any respect when made or deemed made;

(b) the failure by the SPV, the Originator, the Performance Guarantor or the Seller (including, in its capacity as the Servicer or any Affiliate of the Seller acting as Servicer) to comply with any applicable Law with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable Law;

(c) the failure (i) to vest and maintain vested in the Agent, on behalf of the Investors, a first priority, perfected ownership interest in the Asset Interest free and clear of any Adverse Claim or (ii) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Investors, in the Affected Assets, free and clear of any Adverse Claim;

(d) the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected Assets;

(e) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including a defense based on such Receivable or the related Contract not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services, or from any breach or alleged breach of any provision of the Receivables or the related Contracts restricting assignment of any Receivables;

(f) any failure of the SPV or the Servicer to perform its duties or obligations in accordance with the provisions hereof;

(g) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which are the subject of any Receivable;

(h) the transfer of an interest in any Receivable other than an Eligible Receivable;

(i) the failure by the SPV, the Originator, the Performance Guarantor or the Seller (individually or as Servicer) to comply with any term, provision or covenant contained in this Agreement or any of the other Transaction Documents to which it is a party or to perform any of its respective duties or obligations under the Receivables or related Contracts;

(j) the sum of (i) the Net Investment and (ii) the Required Reserves shall exceed the Net Pool Balance at any time;

(k) the failure of the SPV, the Originator or the Seller to pay when due any sales, excise or personal property taxes payable in connection with any of the Receivables;

(l) any repayment by any Indemnified Party of any amount previously distributed in reduction of Net Investment which such Indemnified Party believes in good faith is required to be made;

(m) the commingling by the SPV, the Originator, the Seller or the Servicer or any of their Affiliates of Collections of Receivables at any time with any other funds;

(n) any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Investments by the SPV, the Seller or the Originator, the ownership of the Asset Interest, or any Affected Asset;

(o) failure of any Blocked Account Bank to remit any amounts held in the Blocked Accounts or any related lock-boxes pursuant to the instructions of the Servicer, the SPV, the Originator or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Blocked Account Agreement) whether by reason of the exercise of set-off rights or otherwise;

(p) any inability to obtain any judgment in or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the SPV, the Originator or the Seller to qualify to do business or file any notice of business activity report or any similar report;

(q) any attempt by any Person to void, rescind or set-aside any transfer by the Originator to the Seller or the Seller to the SPV of any Receivable or Related Security under statutory provisions or common law or equitable action, including any provision of the Bankruptcy Code or other insolvency law;

(r) any action taken by the SPV, the Originator, or the Servicer (if the Originator or any Affiliate or designee of the Originator) or any of their Affiliates in the enforcement or collection of any Receivable;

(s) the use of the proceeds of any Investment or Reinvestment; or

(t) the transactions contemplated hereby being characterized as other than debt for the purposes of the Code.

Section 9.2 Indemnity for Taxes, Reserves and Expenses .

(a) If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):

(i) shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);

(ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or

(iii) imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing

of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests,

and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.

(b) If any Indemnified Party shall have determined that the adoption after the date hereof of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.

(c) The Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2 ; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation. A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.

(d) Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“ Additional Costs ”) to the SPV and each Other SPV; provided , however , that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.

Section 9.3 Taxes .

All payments and distributions made hereunder by the SPV or the Servicer (each, a “ payor ”) to any Investor or the Agent (each, a “ recipient ”) shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority on any recipient (or any assignee of such parties) (such non-excluded items being called “ Taxes ”), but excluding franchise taxes and taxes imposed on or measured by the recipient’s net income or gross receipts (“ Excluded Taxes ”). In the event that any withholding or deduction from any payment made by the payor hereunder is required in respect of any Taxes, then such payor shall:

(a) pay directly to the relevant authority the full amount required to be so withheld or deducted;

(b) promptly forward to the Agent an official receipt or other documentation satisfactory to the Agent evidencing such payment to such authority; and

(c) pay to the recipient such additional amount or amounts as is necessary to ensure that the net amount actually received by the recipient will equal the full amount such recipient would have received had no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted against any recipient with respect to any payment received by such recipient hereunder, the recipient may pay such Taxes and the payor will promptly pay such additional amounts (including any penalties, interest or expenses) as shall be necessary in order that the net amount received by the recipient after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such recipient would have received had such Taxes not been asserted.

If the payor fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the recipient the required receipts or other required documentary evidence, the payor shall indemnify the recipient for any incremental Taxes, interest, or penalties that may become payable by any recipient as a result of any such failure.

Section 9.4 Other Costs and Expenses; Breakage Costs .

(a) The SPV and the Servicer agree, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor or the Agent (i) in connection with the preparation, negotiation, execution and delivery of this Agreement, the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investor’s, the Collateral Agent’s or the Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset

Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred), dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “ Transaction Costs ”).

(b) The SPV shall pay the Agent for the account of the Investors, as applicable, on demand, such amount or amounts as shall compensate the Investors for any loss (including loss of profit), cost or expense incurred by the Investors (as reasonably determined by the Agent) as a result of any reduction of any Portion of Investment other than on the maturity date of the Commercial Paper (or other financing source) funding such Portion of Investment, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment. The determination by the Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV in reasonable detail and shall be conclusive, absent manifest error.

Section 9.5 [Reserved] .

Section 9.6 Indemnities by the Servicer .

Without limiting any other rights which the Agent or the Investors or the other Indemnified Parties may have hereunder or under applicable law, the Servicer hereby agrees to indemnify the Indemnified Parties from and against any and all Indemnified Amounts arising out of or resulting from (whether directly or indirectly) (a) the failure of any information contained in any Servicer Report as of the specified date of such information to be true and correct as of the date of such Servicer Report, or the failure of any other information provided to any Indemnified Party by, or on behalf of, the Servicer to be true and correct as of the specified date of such information, (b) the failure of any representation, warranty or statement made or deemed made by the Servicer (or any of its officers) under or in connection with this Agreement to have been true and correct as of the date made or deemed made, (c) the failure by the Servicer to comply with any applicable Law with respect to any Receivable or the related Contract, (d) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable resulting from or related to the collection activities in respect of such Receivable, or (e) any failure of the Servicer to perform its duties or obligations in accordance with the provisions hereof.

Section 9.7 Accounting Based Consolidation Event .

If an Accounting Based Consolidation Event shall at any time occur, then, within ten (10) days after demand in writing by the Indemnified Party affected thereby, through the related Class Agent, the SPV shall pay to the relevant Class Agent, for the benefit of such Indemnified Party, such amounts as such Indemnified Party reasonably determines will compensate or reimburse the Indemnified Party for any resulting (i) fee, expense or increased cost charged to, incurred or otherwise suffered by such Indemnified Party or (ii) regulatory capital charge, internal capital charge or other imputed cost determined by such Indemnified Party to be allocable to the

transactions contemplated under this Agreement or any Transaction Document in connection therewith. Amounts under this Section 9.7 may be demanded at any time without regard to the timing of issuance of any financial statement by any Indemnified Party.

Article X

The Agent

Section 10.1 Appointment and Authorization of Agent .

Each Investor hereby irrevocably appoints, designates and authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Agreement and any other Transaction Document, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Transaction Document, the Agent shall not have any duties or responsibilities, except those expressly set forth in this Agreement, nor shall the Agent have or be deemed to have any fiduciary relationship with any Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Section 10.2 Delegation of Duties .

The Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable care.

Section 10.3 Liability of Agent .

No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any Investor for any recital, statement, representation or warranty made by the SPV, the Originator or the Servicer, or any officer thereof, contained in this Agreement or in any other Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document, or for any failure of the SPV, the Originator, the Servicer or any other party to any Transaction Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Investor to ascertain or to inquire as

to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of the SPV, the Originator or the Servicer or any of their respective Affiliates.

Section 10.4 Reliance by Agent .

(a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the SPV, the Originator and the Servicer), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Majority Investors as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Investors against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Conduit Investors or Majority Investors or, if required hereunder, all Investors and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Investors.

(b) For purposes of determining compliance with the conditions specified in Article V on the Closing Date or the date of any Investment or Reinvestment, each Investor that has executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Agent to such Investor for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Investor.

Section 10.5 Notice of Termination Event, Potential Termination Event or Servicer Default .

The Agent shall not be deemed to have knowledge or notice of the occurrence of a Potential Termination Event, a Termination Event or a Servicer Default, unless the Agent has received written notice from any Class Agent, any Investor, the Servicer or the SPV referring to this Agreement, describing such Potential Termination Event, Termination Event or Servicer Default and stating that such notice is a “Notice of Termination Event or Potential Termination Event” or “Notice of Servicer Default,” as applicable. The Agent will notify the Class Agents and the Investors of its receipt of any such notice. The Agent shall (subject to Section 10.4 ) take such action with respect to such Potential Termination Event, Termination Event or Servicer Default as may be requested by the Majority Investors or the Class Agents, provided, however , that, unless and until the Agent shall have received any such request, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Potential Termination Event, Termination Event or Servicer Default as it shall deem advisable or in the best interest of the Investors.

Section 10.6 Credit Decision; Disclosure of Information by the Agent .

Each Investor acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the SPV, the Servicer, the Originator or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession. Each Investor, including any Investor by assignment, represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the SPV, the Servicer, the Originator or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the SPV hereunder. Each Investor also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the SPV, the Servicer or the Originator. Except for notices, reports and other documents expressly herein required to be furnished to the Investors by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the SPV, the Servicer, the Originator or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.

Section 10.7 Indemnification of the Agent .

Whether or not the transactions contemplated hereby are consummated, the Alternate Investors shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV and without limiting the obligation of the SPV to do so), pro rata , and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts incurred by it; provided , however , that no Alternate Investor shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting from such Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction; provided , however , that no action taken in accordance with the directions of the Majority Investors shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Alternate Investor shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the SPV. The undertaking in this Section shall survive payment on the Final Payout Date and the resignation or replacement of the Agent.

Section 10.8 Agent in Individual Capacity .

Bank of America (and any successor acting as Agent) and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with any of the SPV, the Originator and the Servicer or any of their Subsidiaries or Affiliates as though Bank of America were not the Agent or an Alternate Investor hereunder and without notice to or consent of the Investors. The Investors acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding the SPV, the Originator, the Servicer or their respective Affiliates (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Agent shall be under no obligation to provide such information to them. With respect to its Commitment, Bank of America (and any successor acting as Agent) in its capacity as an Alternate Investor hereunder shall have the same rights and powers under this Agreement as any other Alternate Investor and may exercise the same as though it were not the Agent or an Alternate Investor, and the term “Alternate Investor” or “Alternate Investors” shall, unless the context otherwise indicates, include the Agent in its individual capacity.

Section 10.9 Resignation of Agent .

The Agent may resign as Agent upon thirty (30) days’ notice to the Investors. If the Agent resigns under this Agreement, the Majority Investors shall appoint from among the Alternate Investors a successor agent for the Investors. If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Investors a successor agent from among the Alternate Investors. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the term “Agent” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 10.9 and Sections 10.3 and 10.7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Alternate Investors shall perform all of the duties of the Agent hereunder until such time, if any, as the Majority Investors appoint a successor agent as provided for above.

Section 10.10 Payments by the Agent .

Unless specifically allocated to an Alternate Investor pursuant to the terms of this Agreement, all amounts received by the Agent on behalf of the Alternate Investors shall be paid by the Agent to the related Class Agent (for distribution by such Class Agent to the related Alternate Investors), pro rata in accordance with their respective Class Pro Rata Shares on the Business Day received by the Agent, unless such amounts are received after 12:00 noon (New York City time) on such Business Day, in which case the Agent shall use its reasonable efforts to pay such amounts to the related Class Agents on such Business Day, but, in any event, shall pay such amounts to the related Class Agents not later than the following Business Day.

Section 10.11 Appointment and Authorization of Class Agents .

Each Investor hereby irrevocably appoints, designates and authorizes the related Class Agent to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Agreement and any other Transaction Document, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Transaction Document, the Class Agents shall not have any duties or responsibilities, except those expressly set forth in this Agreement, nor shall the Class Agents have or be deemed to have any fiduciary relationship with any Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Class Agents. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Class Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Section 10.12 Delegation of Duties .

Each Class Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Class Agent shall be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable care.

Section 10.13 Reliance by Class Agents .

(a) Each Class Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the SPV, the Originators and the Servicer), independent accountants and other experts selected by such Class Agent. Each Class Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the related Investors as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Investors against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Class Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of a majority of the related Investors or, if required hereunder, all related Investors and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Investors.

(b) For purposes of determining compliance with the conditions specified in Article V on the Closing Date or the date of any Investment or Reinvestment, each Investor that

has executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the relevant Class Agent to such Investor for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Investor.

Section 10.14 Notice of Termination Event, Potential Termination Event or Servicer Default .

No Class Agent shall be deemed to have knowledge or notice of the occurrence of a Potential Termination Event, a Termination Event or a Servicer Default, unless such Class Agent has received written notice from the Agent, any Investor, the Servicer or the SPV referring to this Agreement, describing such Potential Termination Event, Termination Event or Servicer Default and stating that such notice is a “Notice of Termination Event or Potential Termination Event” or “Notice of Servicer Default,” as applicable. Each Class Agent will notify the related Investors of its receipt of any such notice. Each Class Agent shall (subject to Section 10.5 ) take such action with respect to such Potential Termination Event, Termination Event or Servicer Default as may be requested by a majority of related Investors, provided, however, that, unless and until such Class Agent shall have received any such request, such Class Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Potential Termination Event, Termination Event or Servicer Default as it shall deem advisable or in the best interest of the related Investors.

Section 10.15 Credit Decision; Disclosure of Information by the Class Agents .

Each Investor acknowledges that none of the Agent Related Persons has made any representation or warranty to it, and that no act by the related Class Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the SPV, the Servicer, any Originator or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor as to any matter, including whether the Agent Related Persons have disclosed material information in their possession. Each Investor, including any Investor by assignment, represents to the related Class Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the SPV, the Servicer, the Originators or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the SPV hereunder. Each Investor also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the SPV, the Servicer or the Originators. Except for notices, reports and other documents expressly herein required to be furnished to the Investors by the related Class Agent herein, such Class Agent shall not have any duty or responsibility to provide any Investor with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the SPV, the Servicer,

the Originators or their respective Affiliates which may come into the possession of any of the Agent Related Persons.

Section 10.16 Indemnification of the Class Agent .

Whether or not the transactions contemplated hereby are consummated, the Alternate Investors shall indemnify upon demand each Agent Related Person (to the extent not reimbursed by or on behalf of the SPV and without limiting the obligation of the SPV to do so), pro rata , and hold harmless each Agent Related Person from and against any and all Indemnified Amounts incurred by it; provided, however, that no Alternate Investor shall be liable for the payment to any Agent Related Person of any portion of such Indemnified Amounts resulting from such Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction; provided, however, that no action taken in accordance with the directions of the Majority Investors shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Alternate Investor shall reimburse the related Class Agent upon demand for its ratable share of any costs or out of pocket expenses (including attorney’s fees) incurred by such Class Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Document, or any document contemplated by or referred to herein, to the extent that such Class Agent is not reimbursed for such expenses by or on behalf of the SPV. The undertaking in this Section shall survive payment on the Final Payout Date and the resignation or replacement of the Class Agents.

Section 10.17 Class Agent in Individual Capacity .

Bank of America (and any successor acting as Class Agent for the Enterprise Funding Class) and its Affiliates, PNC Bank (and any successor acting as a Class Agent for the Market Street Class) and its Affiliates and any other Class Agent who becomes a party to this Agreement (and any successor acting as a Class Agent for any such Class) and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with any of the SPV, the Originators and the Servicer or any of their Subsidiaries or Affiliates as though Bank of America or PNC Bank were not Class Agents or an Alternate Investor hereunder and without notice to or consent of the Investors. The Investors acknowledge that, pursuant to such activities, the Class Agents or their respective Affiliates may receive information regarding the SPV, the Originators, the Servicer or their respective Affiliates (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Class Agents shall be under no obligation to provide such information to them. With respect to its Commitment, the Class Agents, respectively, (and any successor acting as Class Agent) in its capacity as an Alternate Investor hereunder shall have the same rights and powers under this Agreement as any other Alternate Investor and may exercise the same as though it were not the Class Agent or an Alternate Investor, and the term “Alternate Investor” or “Alternate Investors” shall, unless the context otherwise indicates, include the Class Agents in each in its individual capacity.

Section 10.18 Resignation of Class Agent .

Each Class Agent may resign as Class Agent upon thirty (30) days’ notice to the related Investors. If a Class Agent resigns under this Agreement, the majority of related Investors shall appoint from among the related Alternate Investors a successor agent for the related Investors. If no successor agent is appointed prior to the effective date of the resignation of any Class Agent, such Class Agent may appoint, after consulting with the related Investors a successor agent from among the related Alternate Investors. Upon the acceptance of its appointment as successor Class Agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Class Agent and the term “Class Agent” shall mean such successor Class Agent and the retiring Class Agent’s appointment, powers and duties as Class Agent shall be terminated. After any retiring Class Agent’s resignation hereunder as a Class Agent, the provisions of Section 10.10 and Sections 10.16 and 10.18 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Class Agent under this Agreement. If no successor agent has accepted appointment as Class Agent by the date which is thirty (30) days following a retiring Class Agent’s notice of resignation, the retiring Class Agent’s resignation shall nevertheless thereupon become effective and the Alternate Investors shall perform all of the duties of the Class Agent hereunder until such time, if any, as the majority of related Investors appoint a successor agent as provided for above.

Section 10.19 Liability of Agent and the Class Agents .

No Agent Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any Investor for any recital, statement, representation or warranty made by the SPV, any Originator or the Servicer, or any officer thereof, contained in this Agreement or in any other Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent or any Class Agent under or in connection with, this Agreement or any other Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document, or for any failure of the SPV, any Originator, the Servicer or any other party to any Transaction Document to perform its obligations hereunder or thereunder. No Agent Related Person shall be under any obligation to any Investor to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of the SPV, the Originators or the Servicer or any of their respective Affiliates.

Article XI

Miscellaneous

Section 11.1 Term of Agreement .

This Agreement shall terminate on the Final Payout Date; provided , however , that (a) the rights and remedies of the Agent, the Investors and the Class Agents with respect to any representation and warranty made or deemed to be made by the SPV on or prior to the Final

Payout Date pursuant to this Agreement, (b) the indemnification and payment provisions of Article IX , (c) the provisions of Section 10.7 and Section 10.16 and (d) the agreements set forth in Sections 11.11 and 11.12 , shall be continuing and shall survive any termination of this Agreement.

Section 11.2 Waivers; Amendments .

(a) No failure or delay on the part of the Agent, the Investors, any Class Agent or any Alternate Investor in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law.

(b) Any provision of this Agreement or any other Transaction Document may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the SPV, the Originator, the Servicer, the Agent and the Majority Investors; provided that no such amendment or waiver shall, unless signed by each Investor directly affected thereby, (i) increase the Commitment of any Alternate Investor, (ii) reduce the Net Investment, any Class Net Investment (or portion thereof funded by any Investor) or rate of Yield to accrue thereon or any fees or other amounts payable hereunder, (iii) postpone any date fixed for the payment of any scheduled distribution in respect of the Net Investment or Yield with respect thereto or any fees or other amounts payable hereunder or for termination of any Commitment, (iv) change the percentage of the Commitments of Alternate Investors which shall be required for the Alternate Investors or any of them to take any action under this Section or any other provision of this Agreement, (v) release all or substantially all of the property with respect to which a security or ownership interest therein has been granted hereunder to the Agent or the Alternate Investors or (vi) extend or permit the extension of the Commitment Termination Date (it being understood that a waiver of a Termination Event shall not constitute an extension or increase in the Commitment of any Alternate Investor); and provided , further , that the signature of the SPV and the Originator shall not be required for the effectiveness of any amendment which modifies the representations, warranties, covenants or responsibilities of the Servicer at any time when the Servicer is not the Originator or any Affiliate of the Originator or a successor Servicer is designated by the Agent pursuant to Section 7.1 . In the event the Agent or a Class Agent requests an Investor’s consent pursuant to the foregoing provisions and such Agent or a Class Agent does not receive a consent (either positive or negative) from such Investor within ten (10) Business Days of such Investor’s receipt of such request, then such Investor (and its percentage interest hereunder) shall be disregarded in determining whether such Agent or a Class Agent shall have obtained sufficient consent hereunder.

Section 11.3 Notices; Payment Information .

Except as provided below, all communications and notices provided for hereunder shall be in writing (including facsimile or electronic transmission or similar writing) and shall be given to the other party at its address or facsimile number set forth in Schedule 11.3 or at such other address or facsimile number as such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (a) if given by

facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 11.3 and confirmation is received, (b) if given by mail, three (3) Business Days following such posting, if postage prepaid, and if sent via U.S. certified or registered mail, (c) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, or (d) if given by any other means, when received at the address specified in this Section 11.3 , provided that an Investment Request shall only be effective upon receipt by the applicable Class Agent. The SPV agrees to deliver promptly to the Investors or the Class Agents, as applicable a written confirmation of each telephonic notice signed by an authorized officer of SPV. However, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs in any material respect from the action taken by the Investors or the Class Agents, as applicable, the records of the Investors or the Class Agents, as applicable shall govern.

Section 11.4 Governing Law; Submission to Jurisdiction; Appointment of Service Agent .

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THIS SECTION 11.4 SHALL AFFECT THE RIGHT OF THE INVESTORS, THE AGENT OR THE CLASS AGENTS TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE SPV, THE ORIGINATOR, THE SELLER OR THE SERVICER OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.

(b) EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS.

(c) The SPV, the Servicer, the Seller and the Originator each hereby appoint CT Corporation System located at 111 Eighth Avenue, New York, New York 10011 as the

authorized agent upon whom process may be served in any action arising out of or based upon this Agreement, the other Transaction Documents to which such Person is a party or the transactions contemplated hereby or thereby that may be instituted in the United States District Court for the Southern District of New York and of any New York State court sitting in The City of New York by any Investor, any Class Agent, the Agent, the Collateral Agent or any successor or assignee of any of them.

Section 11.5 Integration .

This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire Agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

Section 11.6 Severability of Provisions .

If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions.

Section 11.7 Counterparts; Facsimile Delivery .

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery by facsimile of an executed signature page of this Agreement shall be effective as delivery of an executed counterpart hereof.

Section 11.8 Successors and Assigns; Binding Effect .

(a) This Agreement shall be binding on the parties hereto and their respective successors and assigns; provided , however , that none of the SPV, the Servicer or the Originator may assign any of its rights or delegate any of its duties hereunder or under the First Tier Agreement, the Second Tier Agreement or under any of the other Transaction Documents to which it is a party without the prior written consent of the Agent and each Class Agent. Except as provided in clause (b) below, no provision of this Agreement shall in any manner restrict the ability of any Investor to assign, participate, grant security interests in, or otherwise transfer any portion of the Asset Interest.

(b) Any Alternate Investor may assign all or any portion of its Commitment and its interest in the related Class Net Investment and the Asset Interest and its other rights and obligations hereunder to any Person with the written approval of the related Class Agent, on behalf of the related Conduit Investor, and the Agent. In connection with any such assignment, the assignor shall deliver to the assignee(s) an Assignment and Assumption Agreement, duly executed, assigning to such assignee a pro rata interest in such assignor’s Commitment and other obligations hereunder and in the related Class Net Investment, the Asset Interest and other rights hereunder, and such assignor shall promptly execute and deliver all further instruments and documents, and take all further action, that the assignee may reasonably request, in order to

protect, or more fully evidence the assignee’s right, title and interest in and to such interest and to enable the Agent, on behalf of such assignee, to exercise or enforce any rights hereunder and under the other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party. Upon any such assignment, (i) the assignee shall have all of the rights and obligations of the assignor hereunder and under the other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party with respect to such assignor’s Commitment and interest in the related Class Net Investment and the Asset Interest for all purposes of this Agreement and under the other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party and (ii) the assignor shall have no further obligations with respect to the portion of its Commitment which has been assigned and shall relinquish its rights with respect to the portion of its interest in the related Class Net Investment and the Asset Interest which has been assigned for all purposes of this Agreement and under the other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party. No such assignment shall be effective unless a fully executed copy of the related Assignment and Assumption Agreement shall be delivered to the related Class Agent, the Agent and the SPV. All costs and expenses of the related Class Agent and the Agent incurred in connection with the preparation and execution of any documentation related to any assignment hereunder shall be borne by the assignee. No Alternate Investor shall assign any portion of its Commitment hereunder without also simultaneously assigning an equal portion of its interest in the Program Support Agreement to which it is a party or under which it has acquired a participation.

(c) By executing and delivering an Assignment and Assumption Agreement, the assignor and assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, the assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value or this Agreement, the other Transaction Documents or any such other instrument or document; (ii) the assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the SPV, the Originator or the Servicer or the performance or observance by the SPV, the Originator or the Servicer of any of their respective obligations under this Agreement, the First Tier Agreement, the Second Tier Agreement, the other Transaction Documents or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, the First Tier Agreement, the Second Tier Agreement, each other Transaction Document and such other instruments, documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement and to purchase such interest; (iv) such assignee will, independently and without reliance upon the Agent or any Class Agent, or any of their respective Affiliates, or the assignor and based on such agreements, documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Transaction Documents; (v) such assignee appoints and authorizes the Agent and the related Class Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the other Transaction Documents and any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent or such Class Agent by the terms hereof or thereof, together

with such powers as are reasonably incidental thereto and to enforce its respective rights and interests in and under this Agreement, the other Transaction Documents and the Affected Assets; (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Transaction Documents are required to be performed by it as the assignee of the assignor; and (vii) such assignee agrees that it will not institute against any Conduit Investor any proceeding of the type referred to in Section 11.11 prior to the date which is one year and one day after the payment in full of all Commercial Paper issued by such Conduit Investor.

(d) Without limiting the foregoing, each Conduit Investor may, from time to time, with prior or concurrent notice to the SPV, the Servicer and the Agent, in one transaction or a series of transactions, assign all or a portion of the related Class Net Investment and its rights and obligations under this Agreement and any other Transaction Documents to which it is a party to a Conduit Assignee. Upon and to the extent of such assignment by such Conduit Investor to a Conduit Assignee, (i) such Conduit Assignee shall be the owner of the assigned portion of the related Class Net Investment, (ii) the related administrator for such Conduit Assignee will act as the Class Agent for such Conduit Assignee, with all corresponding rights and powers, express or implied, granted to a Class Agent hereunder or under the other Transaction Documents, (iii) such Conduit Assignee (and any related commercial paper issuer, if such Conduit Assignee does not itself issue commercial paper) and their respective liquidity support provider(s) and credit support provider(s) and other related parties shall have the benefit of all the rights and protections provided to the related Conduit Investor and its Program Support Provider(s) herein and in the other Transaction Documents (including any limitation on recourse against such Conduit Assignee or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of the related Conduit Investor’s obligations, if any, hereunder or any other Transaction Document, and such Conduit Investor shall be released from such obligations, in each case to the extent of such assignment, and the obligations of such Conduit Investor and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of the related Class Net Investment shall be made to the applicable agent or Agent, as applicable, on behalf of the related Conduit Investor and such Conduit Assignee on a pro rata basis according to their respective interests, (vi) the definition of the term “CP Rate” with respect to the portion of the related Class Net Investment funded with commercial paper issued by the related Conduit Investor from time to time shall be determined in the manner set forth in the definition of “CP Rate” applicable to such Conduit Investor on the basis of the interest rate or discount applicable to commercial paper issued by such Conduit Assignee (or the related commercial paper issuer, if such Conduit Assignee does not itself issue commercial paper) rather than the Conduit Investor, (vii) the defined terms and other terms and provisions of this Agreement and the other Transaction Documents shall be interpreted in accordance with the foregoing, and (viii) if requested by the Agent or administrative agent with respect to a Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as the Agent or such administrative agent may reasonably request to evidence and give effect to the foregoing. No assignment by a Conduit Investor to a Conduit Assignee of all or any portion of the related Class Net Investment shall in any way diminish the related Alternate Investors’ obligation under Section 2.3 to fund any Investment not funded by the related Conduit Investor or such Conduit Assignee or to acquire from such Conduit Investor or

such Conduit Assignee all or any portion of the related Class Net Investment pursuant to Section 3.1 .

(e) In the event that a Conduit Investor makes an assignment to a Conduit Assignee in accordance with clause (d) above, the related Alternate Investors: (i) if requested by the related Class Agent, shall terminate their participation in the applicable Program Support Agreement to the extent of such assignment, (ii) if requested by the related Class Agent, shall execute (either directly or through a participation agreement, as determined by the related Class Agent) the program support agreement related to such Conduit Assignee, to the extent of such assignment, the terms of which shall be substantially similar to those of the participation or other agreement entered into by such Alternate Investor with respect to the applicable Program Support Agreement (or which shall be otherwise reasonably satisfactory to the related Class Agent and the related Alternate Investors), (iii) if requested by a related Conduit Investor, shall enter into such agreements as requested by such Conduit Investor pursuant to which they shall be obligated to provide funding to such Conduit Assignee on substantially the same terms and conditions as is provided for in this Agreement in respect of such Conduit Investor (or which agreements shall be otherwise reasonably satisfactory to such Conduit Investor and the related Alternate Investors), and (iv) shall take such actions as the Agent shall reasonably request in connection therewith.

(f) Each of the SPV, the Servicer, the Seller and the Originator hereby agrees and consents to the assignment by the Conduit Investor from time to time of all or any part of its rights under, interest in and title to this Agreement and the Asset Interest to any Program Support Provider. In addition, each of the SPV, the Servicer, the Seller and the Originator hereby agrees and consents to the assignment by any Conduit Investor from time to time of all or any part of its rights under, interest in and title to this Agreement and the Asset Interest to the related Class Agent or the related Collateral Agent.

Section 11.9 Waiver of Confidentiality .

Each of the SPV, the Servicer, the Seller and the Originator hereby consents to the disclosure of any non-public information with respect to it received by the Agent, any Investor or the Class Agents to any other Investor or potential Investor, the Agent, any nationally recognized statistical rating organization rating any Conduit Investor’s Commercial Paper, any dealer or placement agent of or depositary for such Conduit Investor’s Commercial Paper, any Class Agent, any Collateral Agent, any Program Support Provider or any of such Person’s counsel or accountants in relation to this Agreement or any other Transaction Document if such Persons are informed of the confidential nature of such information.

Section 11.10 Confidentiality Agreement .

Each of the SPV, the Servicer, the Seller and the Originator hereby agrees that it will not disclose the contents of this Agreement or any other Transaction Document or any other proprietary or confidential information of or with respect to any Investor, the Agent, any Class Agent, any Collateral Agent or any Program Support Provider to any other Person except (a) its auditors and attorneys, employees or financial advisors (other than any commercial bank) and any nationally recognized statistical rating organization, provided such auditors, attorneys,

employees, financial advisors or rating agencies are informed of the highly confidential nature of such information or (b) as otherwise required by applicable law (including securities laws and SEC filings) or order of a court of competent jurisdiction.

Section 11.11 No Bankruptcy Petition Against the Conduit Investors .

Each of the SPV, the Servicer, the Seller and the Originator hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all outstanding Commercial Paper or other rated indebtedness of any Conduit Investor (or its related commercial paper issuer), it will not institute against, or join any other Person in instituting against, any Conduit Investor any proceeding of a type referred to in the definition of Event of Bankruptcy.

Section 11.12 No Recourse Against Conduit Investors .

Notwithstanding anything to the contrary contained in this Agreement, the obligations of each Conduit Investor under this Agreement and all other Transaction Documents are solely the corporate obligations of such Conduit Investor and shall be payable solely to the extent of funds received from the SPV in accordance herewith or from any party to any Transaction Document in accordance with the terms thereof in excess of funds necessary to pay matured and maturing Commercial Paper.

[Signatures Follow]

In Witness Whereof, the parties hereto have executed and delivered this Agreement as of the date first written above.

	UNITED STATIONERS SUPPLY CO.,
	as Originator

	By:
	Name:
	Title:

	UNITED STATIONERS FINANCIAL SERVICES LLC, as Seller and Servicer

	By:
	Name:
	Title:

	UNITED STATIONERS RECEIVABLES, LLC, as SPV

	By:
	Name:
	Title:

[ Signatures Continued on Next Page ]

[Signature page to Transfer and Administration Agreement]

	ENTERPRISE FUNDING, as a Conduit Investor

	By:
	Name:
	Title:

Commitment $102,000,000

	BANK OF AMERICA, NATIONAL ASSOCIATION, as Agent, as a Class Agent and as an Alternate Investor

	By:
	Name:
	Title:

[ Signatures Continued on Next Page ]

[Signature page to Transfer and Administration Agreement]

	MARKET STREET, as a Conduit Investor

	By:
	Name:
	Title:

Commitment $51,000,000

	PNC BANK, as a Class Agent and as an Alternate Investor

	By:
	Name:
	Title:

[ End of Signatures ]

[Signature page to Transfer and Administration Agreement]

SCHEDULE I

Section 2.4 of this Agreement shall be read in its entirety as follows:

Section 2.4 Determination of Yield and Rate Periods . (a) From time to time, for purposes of determining the Rate Periods applicable to the different portions of the related Class Net Investment and of calculating Yield with respect thereto, each Class Agent shall allocate its related Class Net Investment to one or more tranches (each a “ Portion of Investment ”). At any time, each Portion of Investment shall have only one Rate Period and one Rate Type. For the avoidance of doubt, at any time when the related Class Net Investment is not divided into more than one portion, “Portion of Investment” means 100% of the related Class Net Investment.

(b) [Reserved].

(c) As used in this Section 2.4 , the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

Alternate Rate : For any Rate Period for any Portion of Investment, an interest rate per annum equal to 1.75% per annum above the Offshore Rate for such Rate Period; provided , however , that in the case of:

(i) any Rate Period which commences on a date other than a Settlement Date or which commences prior to the Agent receiving at least three (3) Business Days notice thereof, or

(ii) any Rate Period relating to a Portion of Investment which is less than $2,000,000,

the “Alternate Rate” for each day in such Rate Period shall be an interest rate per annum equal to the Base Rate in effect on such day. The “ Alternate Rate ” for any date on or after the declaration or automatic occurrence of Termination Date pursuant to Section 8.2 shall be an interest rate equal to the Default Rate in effect on such day.

Base Rate : For any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate for such day, plus .50%, (b) the rate of interest in effect for such day as publicly announced from time to time by the Agent as its “prime rate” and (c) the Offshore Rate for such day, plus 1.75%. The “prime rate” is a rate set by the Agent based upon various factors including the Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the prime rate announced by the Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

CP Rate : For any Conduit Investor and any Rate Period for any Portion of Investment, the per annum rate equivalent to the weighted average cost (as determined by the related Class Agent and which shall include commissions of placement agents and dealers, incremental carrying costs incurred with respect to Commercial Paper related to the Conduit Investor that is a member

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of such Class maturing on dates other than those on which corresponding funds are received by such Conduit Investor (or its related commercial paper issuer if the Conduit Investor does not itself issue commercial paper), other borrowings by such Conduit Investor (other than under any Program Support Agreement) and any other costs associated with the issuance of Commercial Paper related to the Conduit Investor that is a member of such Class) of or related to the issuance of Commercial Paper related to the Conduit Investor that is a member of such Class that is allocated, in whole or in part, by such Conduit Investor or the related Class Agent to fund or maintain such Portion of Investment (and which may be also allocated in part to the funding of other assets of such Conduit Investor); provided , however , that if any component of such rate is a discount rate, in calculating the “ CP Rate ” for such Conduit Investor for such Portion of Investment for such Rate Period, such Conduit Investor (or such related commercial paper issuer) shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum .

Federal Funds Rate : For any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Agent on such day on such transactions as determined by it.

Offshore Rate : For any Rate Period for any Portion of Investment, a rate per annum determined by the Agent pursuant to the following formula:

Offshore Rate =	Offshore Base Rate
	1.00 - Eurodollar Reserve Percentage

Where,

Offshore Base Rate : For such Rate Period:

(i) the rate per annum (carried out to the fifth decimal place) equal to the rate determined by the Agent to be the offered rate that appears on the page of the Reuters Screen that displays an average British Bankers Association Interest Settlement Rate (such page currently being page number LIBOR01) for deposits in Dollars (for delivery on the first day of such Rate Period) with a term equivalent to such Rate Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Rate Period, or

(ii) in the event the rate referenced in the preceding subsection (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum (carried to the fifth decimal place) equal to the rate determined by the Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the

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first day of such Rate Period) with a term equivalent to such Rate Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Rate Period, or

(iii) in the event the rates referenced in the preceding subsections (a) and (b) are not available, the rate per annum determined by the Agent as the rate of interest at which Dollar deposits (for delivery on the first day of such Rate Period) in same day funds in the approximate amount of the applicable Portion of Investment to be funded by reference to the Offshore Rate and with a term equivalent to such Rate Period would be offered by its London Branch to major banks in the offshore dollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Rate Period; and

Eurodollar Reserve Percentage : For any day during any Rate Period, the reserve percentage (expressed as a decimal, rounded upward to the next 1/100th of 1%) in effect on such day, whether or not applicable to any Investor, under regulations issued from time to time by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “ eurocurrency liabilities ”). The Offshore Rate shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

Rate Period : Unless otherwise mutually agreed by a Class Agent for any Portion of Investment funded by the related Class and the SPV, (a) with respect to any Portion of Investment funded by the issuance of Commercial Paper, (i) initially the period commencing on (and including) the date of the initial purchase or funding of such Portion of Investment and ending on (and including) the last day of the current calendar month, and (ii) thereafter, each period commencing on (and including) the first day after the last day of the immediately preceding Rate Period for such Portion of Investment and ending on (and including) the last day of the current calendar month; and (b) with respect to any Portion of Investment not funded by the issuance of Commercial Paper, (i) initially the period commencing on (and including) the date of the initial purchase or funding of such Portion of Investment and ending on (but excluding) the next following Settlement Date, and (ii) thereafter, each period commencing on (and including) a Settlement Date and ending on (but excluding) the next following Settlement Date; provided , that

(A) any Rate Period with respect to any Portion of Investment (other than any Portion of Investment accruing Yield at the CP Rate) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day; provided , however , if Yield in respect of such Rate Period is computed by reference to the Offshore Rate, and such Rate Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Rate Period shall end on the next preceding Business Day;

(B) in the case of any Rate Period for any Portion of Investment which commences before the Termination Date and would otherwise end on a date

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occurring after the Termination Date, such Rate Period shall end on such Termination Date and the duration of each Rate Period which commences on or after the Termination Date shall be of such duration as shall be selected by the related Class Agent; and

(C) any Rate Period in respect of which Yield is computed by reference to the CP Rate may be terminated at the election of the Class Agent for the Class funding the related Portion of Investment at any time, in which case such Portion of Investment shall be allocated by the related Class Agent to a new Rate Period commencing on (and including) the date of such termination and ending on (but excluding) the next following Settlement Date, and shall accrue Yield at the Alternate Rate.

Rate Type : The Offshore Rate, the Base Rate or the CP Rate.

Yield : For any Portion of Investment:

(i) during any Rate Period to the extent a Conduit Investor funds such Portion of Investment through the issuance of Commercial Paper (directly or indirectly through a related commercial paper issuer),

	CPR x I x D
	360

(ii) funded by an Alternate Investor and for any Portion of Investment to the extent a Conduit Investor will not be funding such Portion of Investment through the issuance of Commercial Paper (directly or indirectly through a related commercial paper issuer),

	AR x I x D
	360

where:

AR	=	the Alternate Rate for such Portion of Investment for such Rate Period,

CPR	=	the CP Rate for such Portion of Investment for such Rate Period (as determined by the related Class Agent on or prior to the fifth Business Day of the calendar month next following such Rate Period),

D	=	the actual number of days during such Rate Period, and

I	=	the weighted average of such Portion of Investment during such Rate Period

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; provided that no provision of the Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by applicable law; and provided , further , that at all times after the declaration or automatic occurrence of the Termination Date pursuant to Section 8.2 , Yield for all Portion of Investment shall be determined as provided in clause (ii) of this definition.

(d) Offshore Rate Protection; Illegality . (i) If the Agent is unable to obtain on a timely basis the information necessary to determine the Offshore Rate for any proposed Rate Period, then

(A) the Agent shall forthwith notify the Investors and the SPV that the Offshore Rate cannot be determined for such Rate Period, and

(B) while such circumstances exist, the Investors, the Class Agents and the Agent shall not allocate any Portion of Investment or reallocate any Portion of Investment to a Rate Period with respect to which Yield is calculated by reference to the Offshore Rate.

(ii) If, with respect to any outstanding Rate Period, any Class Agent notifies the Agent that any of the Investors that comprise any of its Class is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Portion of Investment or that the Offshore Rate applicable to such Portion of Investment will not adequately reflect the cost to the Person of funding or maintaining such Portion of Investment for such Rate Period, then (A) the Agent shall forthwith so notify the SPV and the Investors and (B) upon such notice and thereafter while such circumstances exist the Agent, the Class Agents and the Investors shall not allocate any Portion of Investment or reallocate any Portion of Investment, to a Rate Period with respect to which Yield is calculated by reference to the Offshore Rate and all Portions of Investment that have been allocated to a Rate Period to which the Offshore Rate applies shall be automatically allocated to a new Rate Period to which the Base Rate applies and the Rate Period to which such Offshore Rate applied terminated on such day.

(iii) Notwithstanding any other provision of this Agreement, if any Conduit Investor or any Alternate Investor, as applicable, shall notify the Agent that such Person has determined (or has been notified by any Program Support Provider) that the introduction of or any change in or in the interpretation of any Law makes it unlawful (either for such Conduit Investor, such Alternate Investor, or such Program Support Provider, as applicable), or any central bank or other Official Body asserts that it is unlawful, for such Conduit Investor, such Alternate Investor or such Program Support Provider, as applicable, to fund the purchases or maintenance of any Portion of Investment accruing Yield calculated by reference to the Offshore Rate, then (A) as of the effective date of such notice from such Person to the Agent, the obligation or ability of such Conduit Investor or such Alternate Investor, as applicable, to fund the making or maintenance of any Portion of Investment accruing Yield calculated by reference to the Offshore Rate shall be suspended until such Person notifies the Agent that the circumstances causing such suspension no longer exist and (B) each Portion of Investment made or maintained by such Person accruing Yield calculated by reference to

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the Offshore Rate shall be deemed to accrue Yield at the Base Rate from the effective date of such notice until the end of such Rate Period.

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SCHEDULE II

Specified Ineligible Receivables

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SCHEDULE III

(Settlement Procedures)

Sections 2.12 through 2.15 of the Agreement shall be read in their entirety as follows:

Section 2.12 Settlement Procedures . (a) Daily Procedure . The Servicer, on behalf of the SPV and for the benefit of the Agent, the Class Agents and the Investors, shall on a daily basis manage the Collections of Receivables received or deemed received by the SPV or the Servicer on such day in accordance with the provisions of this Agreement and in such a manner that the SPV shall have sufficient funds available (to the extent of the Collections of Receivables received or deemed received) at all times, including on each Settlement Date, to pay its obligations due on such day, including, without limitation, managing Investments, Reinvestments and Deemed Collections and setting aside an amount equal to the excess, if any, of (i) the greatest of: (A) if the SPV shall have elected to reduce the Net Investment under Section 2.13 , the amount of the proposed reduction, (B) the amount, if any, by which the sum of the Net Investment and Required Reserves shall exceed the Net Pool Balance (minus any portion of the Required Reserves attributable to such excess), together with the amount, if any, by which the Net Investment shall exceed the Maximum Net Investment, and (C) if such day is on or after the Termination Date, the Net Investment; over (ii) the aggregate of the amounts theretofore set aside for such purposes. To the extent and for so long as such Collections may not be reinvested pursuant to Section 2.2(b) , the Servicer shall hold such Collections in trust for the benefit of the Agent.

(b) Settlement Procedures.

(i) The Servicer shall deposit into each Class Agent’s account, on each Business Day selected by the SPV for a reduction of the Net Investment under Section 2.13 the related Class Pro Rata Share of the amount of Collections held for the Agent pursuant to Section 2.12(a)(ii) .

(ii) On any date on or prior to the Termination Date, if the sum of the Net Investment and Required Reserves exceeds the Net Pool Balance the Servicer shall immediately pay to each Class Agent’s account from amounts set aside pursuant to clause (ii) or clause (iii) of Section 2.12(a) an amount equal to the related Class Pro Rata Share of such excess ( minus any portion of the Class Pro Rata Share of Required Reserves attributable to such excess).

(iii) On each Settlement Date, the Servicer shall deposit to each Class Agent’s account:

(A) out of the amounts set aside pursuant to clause (i) of Section 2.12(a) and not theretofore deposited in accordance with Section 2.12(b) , an amount equal to the accrued and unpaid Yield, Servicing Fee, Program Fee and Facility Fee for the related Rate Period together with any other Aggregate Unpaids (other than Net Investment) then due to the related Class; and

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(B) out of the amount, if any, set aside pursuant to clause (ii) and (to the extent not theretofore reinvested) clause (iii) of Section 2.12(a) and not theretofore deposited to such Class Agent’s account pursuant to this Section 2.12(b) , an amount equal to related Class Pro Rata Share of the lesser of such amount and the Net Investment;

provided , however , that if the Agent gives its consent (which consent may be revoked at any time), the Servicer may retain amounts which would otherwise be deposited in respect of accrued and unpaid Servicing Fee, in which case no distribution shall be made in respect of such Servicing Fee under clause (c) below. Any amounts set aside pursuant to Section 2.12(a) in excess of the amount required to be deposited in the Class Agents’ accounts pursuant to this subsection (b) shall continue to be set aside and held in trust by the Servicer for application on the next succeeding Settlement Date(s).

(c) Order of Application . Upon receipt by a Class Agent on any Yield Payment Date of funds deposited pursuant to subsection (b)(iii)(A) , such Class Agent shall distribute them to the Investors in its Class, pro rata based on the amount of accrued and unpaid Yield owing to each of them, in payment of the accrued and unpaid Yield on the related Portions of Investment for the related Rate Period. Upon receipt by a Class Agent of funds deposited pursuant to any other provision of subsection (b) , such Class Agent shall distribute them to the Persons, for the purposes and in the order of priority set forth below:

(i) to the related Investors, pro rata based on the amount of accrued and unpaid Yield, Program Fee and Facility Fee owing to each of them, in payment of the accrued and unpaid Yield, Program Fee and Facility Fee on the Portions of Investment for the related Rate Period for such Class;

(ii) if the Seller or any Affiliate of the Originator is not then the Servicer, to the Servicer in payment of the related Class Pro Rata Share of the accrued and unpaid Servicing Fee payable on such Settlement Date;

(iii) to the related Investors, pro rata based on their respective interests in the Asset Interest (based upon the respective portions of the Class Net Investment owned by each of them) except as otherwise provided in Section 3.3(b) , in reduction of the related Class Net Investment;

(iv) to the Agent, itself, the related Investors or such other Person as may be entitled to such payment, in payment of the related Class Pro Rata Share of any other Aggregate Unpaids owed by the SPV hereunder to such Person (other than Net Investment, Yield and Servicing Fee); and

(v) if the Seller or any Affiliate of the Originator is the Servicer, to the Servicer in payment of the related Class Pro Rata Share of the accrued Servicing Fee payable on such Settlement Date, to the extent not paid pursuant to clause (ii) above or retained pursuant to subsection (b) above.

Section 2.13 Optional Reduction of Net Investment . The SPV may at any time elect to cause the reduction of the Net Investment as follows:

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(a) the SPV shall instruct the Servicer to (and the Servicer shall) set aside Collections and hold them in trust for the Agent under clause (ii) of Section 2.12(a) until the amount so set aside shall equal the desired amount of reduction; and

(b) on each Settlement Date occurring at least the Required Notice Days after the date of the SPV’s notice, the Servicer shall pay to each Class Agent, in reduction of the Net Investment, the related Class Pro Rata Share of the amount of such Collections so held or, if less, the related Class Net Investment (it being understood that neither the Net Investment nor any Class Net Investment shall be deemed reduced by any amount set aside or held pursuant to this Section 2.13 unless and until, and then only to the extent that, such amount is finally paid to the related Class Agent as aforesaid); provided that, the amount of any such reduction shall be not less than $1,000,000.

Section 2.14 Application of Collections Distributable to SPV . Unless otherwise instructed by the SPV, the Servicer shall allocate and apply, on behalf of the SPV, Collections distributable to the SPV hereunder first , to the payment to the Seller of the purchase price of new Receivables in accordance with the Second Tier Agreement and/or to Reinvestments as described in Section 2.2(b) , second , to the payment or provision for payment of the SPV’s operating expenses, as instructed by the SPV, third , to the repayment to the Seller of Advances (as defined in the Second Tier Agreement) pursuant to Section 3.2(b)(i) of the Second Tier Agreement, subject to Section 6.2(k) , fourth , to the payment of interest on Advances to the Seller pursuant to Section 3.2(b)(ii) of the Second Tier Agreement, subject to Section 6.2(k) and fifth , as directed from time to time by the SPV.

Section 2.15 Collections Held in Trust . So long as the SPV or the Servicer shall hold any Collections or Deemed Collections then or thereafter required to be paid by the SPV to the Servicer or by the SPV or the Servicer to the Agent, it shall hold such Collections in trust, and, if requested by the Agent after the occurrence and during the continuance of a Termination Event or Potential Termination Event, shall deposit such Collections within one Business Day of receipt thereof into the Collection Account. The Net Investment shall not be deemed reduced by any amount held in trust or in the Collection Account pursuant to Section 2.12 unless and until, and then only to the extent that, such amount is finally paid to the Agent in accordance with Section 2.12(b) .

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SCHEDULE 4.1(g)

List of Actions and Suits

None.

SCHEDULE 4.1(i)

Location of Certain Offices and Records

United Stationers Receivables, LLC

Jurisdiction of formation: Illinois

Principal Place of Business: One Parkway North Blvd., Deerfield, Illinois

President: Victoria J. Reich

Location of Records: One Parkway North Blvd., Deerfield, Illinois

United Stationers Supply Co.

Jurisdiction of formation: Illinois

Principal Place of Business: One Parkway North Blvd., Deerfield, Illinois

Chief Executive Officer: Richard W. Gochnauer

Location of Records: One Parkway North Blvd., Deerfield, Illinois

United Stationers Financial Services LLC

Jurisdiction of formation: Illinois

Principal Place of Business: One Parkway North Blvd., Deerfield, Illinois

President: Victoria J. Reich

Location of Records: One Parkway North Blvd., Deerfield, Illinois

SCHEDULE 4.1(j)

List of Subsidiaries, Divisions and Tradenames; FEIN

1) United Stationers Receivables, LLC

Subsidiaries:	None

Divisions:	None

Tradenames:	None

Federal Employer Identification Number:		26-4146967

2) United Stationers Supply Co.

Subsidiaries:	Azerty de Mexico, S.A. de C.V.
	Lagasse, Inc
	ORS Nasco, Inc.
	United Stationers Receivables, LLC
	United Stationers Financial Services LLC
	United Stationers Technology Services LLC
	United Stationers Hong Kong Limited
	United Worldwide Limited

Divisions:	United Supply US
	Azerty US

Tradenames:	None

Federal Employer Identification Number:		36-2431718

3) United Stationers Financial Services LLC

Subsidiaries:	USS Receivables Company, Ltd.

Divisions:	None

Tradenames:	None

Federal Employer Identification Number:		36-4428313

SCHEDULE 4.1(r)

List of Blocked Account Banks and Blocked Accounts

(1)	The following lockboxes and accounts maintained with PNC Bank, National Association:

	P.O. Box 3100-0284 Pasadena, CA 91110
	P.O. Box 7780-1724 Philadelphia, PA 19182-1724
	1708 Solutions Center Chicago, IL 60677-1007
	P.O. Box 67602 Dallas, TX 75267-6502
	Demand Deposit Account #2149466

(2)	The following lockbox and account maintained with U.S. Bank National Association:

	Lockbox Number #952418
	Deposit Account Number #199380226746

(3)	The following account maintained with Fifth Third Bank:

	Demand Deposit Account #7234544398

(4)	The following account maintained with The Northern Trust Company:

	Account Number #3510068

SCHEDULE 4.1(bb)

Disclosure Representations and Covenants

Originator—Disclosure Representations and Covenants

Disclosure of the Transactions

1. The transactions referred to in the Opinion (the “ Transactions ”) have been or will be publicly disclosed as follows: (a) the Transactions will be addressed in notes relating to Performance Guarantor’s securitization activities in its financial statements (on which Originator is consolidated); and (b) UCC financing statements will be filed to perfect the transfer (the “ Transfer ”) of receivables (the “ Receivables ”) by Originator to United Stationers Financial Services LLC (“ Seller ”) pursuant to the receivables sale agreement referred to in the Opinion (the “ Receivables Sale Agreement ”).

2. The footnotes that describe Performance Guarantor’s securitization activities (which include the Transactions) in Performance Guarantor’s consolidated financial statements (which will include Originator, Seller and the SPV) will describe Performance Guarantor’s securitization activities, will inform readers that securitized assets (such as the Receivables) are isolated in special purpose entities and support the securities issued by those entities.

3. The computer records of Seller, as servicer (in such capacity, the “ Servicer ”) relating to the Receivables will be marked to reflect the Transfer.

4. Originator will not conceal any transfers contemplated by the agreements referred to on Schedule II to the Opinion (the “ Agreements ”) from any interested party. Although obligors on the Receivables will not be affirmatively informed of the transfers of their obligations, Originator will not conceal the transfers from any obligor that inquires. Also, (other than certain rebates and allowances in respect of Receivables) the obligors are not expected to be material creditors of either Originator, Seller or the SPV.

Terms of the Transactions

5. In connection with the Transactions: (a) certain investors in the Receivables rely on the Receivables and the other assets of the Issuer in making their investment decision; (b) certain investors in the Receivables will rely on the Transfer being characterized as a true sale, so as to isolate the Receivables from Originator’s creditors; and (c) the indirect sale of the Receivables to the SPV and its creditors and their financing through the Transactions is beneficial to Originator because it, among other things, increases the liquidity of their assets and, to a lesser extent, diversifies the funding sources for Originator’s business.

6. The terms of the Receivables Sale Agreement and other transactions between Originator and Seller are (a) consistent with those of arm’s-length relationships and (b) fair and equitable to each of the parties.

7. Originator intends the Transfer to be a true sale by Originator to Seller that is absolute and irrevocable and that provides Seller with the full benefits of ownership of the Receivables. Originator will convey the Receivables as a result of the credit to Seller without recourse for uncollectibility of the Receivables as a result of the creditworthiness of the related Obligor and without any warranty of collectibility or any unconventional warranty.

8. To finance its purchase, Originator will transfer the Receivables to the Seller, which in turn will transfer the Receivables to the SPV.

9. The consideration received by Originator in the Transfer represents the fair market value of the Receivables.

10. Immediately prior to the Transfer, Originator owned the Receivables free and clear of any lien or other adverse claim.

11. Originator’s representations, warranties, covenants and indemnities in the Receivables Sale Agreement with respect to the Receivables: (a) cover matters ascertainable by Originator in the ordinary course of business and (b) are intended to ensure that Seller will receive the type of assets that it has bargained to purchase. Originator believes that such representations, warranties, covenants and indemnities do not cause Originator to retain or assume the risk of nonpayment or other material financial risks of the Receivables based in part on the belief that the matters covered are within Originator’s control, are unlikely to occur, or both. The representations, warranties and covenants are not intended to cover material liabilities that are reasonably likely to occur.

12. There are no agreements or understandings between the SPV, on one hand, and Originator or any of Originator’s other affiliates that are relevant to the Transactions other than the Agreements and any other agreements and understandings specifically referenced in the Agreements. In particular, there are no other agreements or understandings pursuant to which Originator or another of its other affiliates (a) is responsible for maintaining Seller’s or the SPV’s solvency or (b) provides recourse, guarantees or otherwise retains or assumes financial risks with respect to the Receivables.

Relationship Between Originator and the SPV

13. The SPV is a wholly-owned subsidiary of Seller which is a wholly owned subsidiary of Originator, and the SPV was formed for the special purpose of consummating the Transactions.

14. Originator intends to act in a manner that is consistent with the SPV’s separate and distinct existence and will correct any known misunderstanding regarding its status as a separate entity.

15. Originator prepares and maintains separate corporate and financial records from the SPV that accurately reflect its assets, liabilities and financial affairs. Originator’s

believes its assets and liabilities can be readily and inexpensively segregated, ascertained and identified separate from those of the SPV. All transactions between Originator and the SPV, including monetary transactions, are and will be properly reflected in Originator’s books and records and Originator believes that each transaction will be on terms and conditions consistent with those of an arm’s length transaction.

16. Originator believes that the consolidation of Originator’s and the SPV’s business operations would not result in any significant cost savings or in a significantly greater efficiency or profitability of such combined business operation.

17. Originator and the SPV do not intend to commingle their assets and liabilities, except that Seller, as Servicer of the Receivables: (a) may temporarily commingle collections pending identification and transfer to a collection account for the Transactions; and (b) will retain books and records pertaining to the Receivables. Originator does not maintain joint bank accounts or other the SPV accounts to which the SPV has independent access.

18. An integration of business functions between Originator and the SPV, if any, exists only to the extent summarized in this paragraph. The SPV is operated for the exclusive purpose of purchasing Receivables from Seller. The SPV will have no employees, and the SPV’s day-to-day business operations with respect to the Receivables will be conducted through Seller, in its capacity as Servicer, pursuant to the Transfer and Administration Agreement and that under that agreement, Seller has limited rights, in its capacity as Servicer, to enter into modifications of Receivables on behalf of the SPV, and Seller is generally not permitted to resign as Servicer. Originator and the SPV may share some expenses, but these are not expected to be material and, in any event, will be allocated between the entities on a basis reasonably related to the cost of the services involved and each entity’s actual use of such services. Obligors on the Receivables transferred to the SPV will not be notified that their Receivables have been transferred to the SPV.

19. The SPV is held out to the public as a separate entity apart from Originator, including as described under Part I: Description of the Transactions in the Opinion.

20. Originator maintains its own stationery and other business forms separate from the SPV’s and conducts business in its own name (including, without limitation, its contracts and written communications).

21. Originator adheres in all material respects to corporate formalities in all transfers of assets and other transactions between Originator and the SPV. In general, Originator observes appropriate corporate formalities under applicable law.

22. Originator does not currently, and does not intend to, guaranty, and is not otherwise obligated to repay, the SPV’s liabilities.

23. At closing, Originator will: (a) be solvent; (b) be adequately capitalized to conduct its business and affairs as a going concern, considering the size and nature of its business

and intended purposes and taking into account pending and threatened claims; and (c) intends to, and believes that it will be able to, pay its debts as they mature. As a result, Originator is intended to (and is reasonably believed to) be able to survive as a stand-alone entity.

24. Originator does not pay the SPV’s expenses, except as specifically provided in the Agreements. Any allocations of direct, indirect or overhead expenses for items shared between Originator and the SPV are made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered.

25. Originator has not held itself out, nor does it intend to do so in the future, as responsible for the SPV’s debts.

Seller—Disclosure Representations and Covenants

Disclosure of the Transactions

1. The transactions referred to in the Opinion (the “ Transactions ”) have been or will be publicly disclosed as follows: (a) the Transactions will be addressed in notes relating to Performance Guarantor’s securitization activities in its financial statements (on which Seller is consolidated); and (b) UCC financing statements will be filed to perfect the transfer (the “ Transfer ”) of receivables by the Originator to Seller pursuant to the receivables sales agreement referred to in the Opinion (the “ Receivables Sale Agreement ”) and the transfer of the Receivables together with a portfolio of additional receivables previously acquired by Seller (the “ Receivables ”) from Seller to United Stationers Receivables, LLC (the “ SPV ”) pursuant to the receivables purchase agreement referred to in the Opinion (the “ Receivables Purchase Agreement ”).

2. The computer records of Seller, as servicer (in such capacity, the “ Servicer ”) relating to the Receivables will be marked to reflect the Transfer.

3. Seller will not conceal any transfers contemplated by the agreements referred to on Schedule II to the Opinion (the “ Agreements ”) from any interested party. Although obligors on the Receivables will not be affirmatively informed of the transfers of their obligations, Seller will not conceal the transfers from any obligor that inquires. Also, (other than certain rebates and allowances in respect of Receivables) the obligors are not expected to be material creditors of either Seller or the SPV.

Terms of the Transactions

4. In connection with the Transactions: (a) certain investors in the Receivables rely on the Receivables and the other assets of the SPV in making their investment decision; (b) certain investors in the Receivables will rely on the Transfer being characterized as true sales, so as to isolate the Receivables from Seller’s creditors; and (c) the sale of the Receivables to the SPV and their financing through the Transactions is beneficial to Seller and its creditors because it, among other things, increases the liquidity of their assets.

5. The terms of each of the Receivables Sale Agreement and other transactions between Originator and Seller and the Receivables Purchase Agreement and other transactions between Seller and the SPV are (a) consistent with those of arm’s-length relationships and (b) fair and equitable to each of the parties.

6. Seller intends the Transfer to be a true sale by Originator to Seller that is absolute and irrevocable and that provides Seller with the full benefits of ownership of the Receivables. Seller will receive the conveyance of the Receivables from Originator without recourse for uncollectibility of the Receivables as a result of the creditworthiness of the related Obligor and without any warranty of collectibility or any unconventional warranty.

7. Seller intends the Transfer to be a true sale by Seller to the SPV that is absolute and irrevocable and that provides the SPV with the full benefits of ownership of the Receivables. Seller will convey the Receivables to the SPV without recourse for uncollectibility of the Receivables as a result of the creditworthiness of the related Obligor and without any warranty of collectibility or any unconventional warranty.

8. To finance its purchase, Seller will transfer the Receivables to the SPV, which will transfer the Receivables to Bank of America, National Association (for the benefit of certain investors).

9. The consideration received from Originator in the Transfer represents the fair market value of the Receivables.

10. Immediately prior to the Transfer, Seller owned the Receivables free and clear of any lien or other adverse claim.

11. Seller purchases the Receivables in good faith without knowledge of any adverse claim against, interest in, lien on, or defense to payment of, such assets (other than any adverse claim arising solely as a result of any action taken by Seller under the Agreements).

12. Originator’s representations, warranties, covenants and indemnities in the Receivables Sale Agreement with respect to the Receivables and Seller’s representations, warranties, covenants and indemnities in the Receivables Purchase Agreement with respect to the Receivables: (a) cover matters ascertainable by Originator or Seller, as applicable, in the ordinary course of business and (b) are intended to ensure that Seller or the SPV, as applicable, will receive the type of assets that it has bargained to purchase. Seller believes that such representations, warranties, covenants and indemnities do not cause Originator or Seller, as applicable, to retain or assume the risk of nonpayment or other material financial risks of the Receivables based in part on the belief that the matters covered are within Originator’s or Seller’s control, are unlikely to occur, or both. The representations, warranties and covenants are not intended to cover material liabilities that are reasonably likely to occur.

13. There are no agreements or understandings between the SPV or Seller or any of Seller’s other affiliates that are relevant to the Transactions other than the Agreements and any other agreements and understandings specifically referenced in the Agreements. In particular, there are no other agreements or understandings pursuant to which Seller or another of its other affiliates (a) is responsible for maintaining Seller’s or the SPV’s solvency or (b) provides recourse, guarantees or otherwise retains or assumes financial risks with respect to the Receivables.

Relationship Between Seller and the SPV

14. The SPV is a wholly-owned subsidiary of Seller and was formed for the special purpose of consummating the Transactions.

15. Seller intends to act in a manner that is consistent with the SPV’s separate and distinct existence and will correct any known misunderstanding regarding its status as a separate entity.

16. Seller prepares and maintains separate corporate and financial records from the SPV that accurately reflect its assets, liabilities and financial affairs. Seller believes that its assets and liabilities can be readily and inexpensively segregated, ascertained and identified separate from those of the SPV. All transactions between Seller and the SPV, including monetary transactions, are and will be properly reflected in Seller’s books and records and Seller believes that each transaction will be on terms and conditions consistent with those of an arm’s length transaction.

17. Seller believes the consolidation of Seller’s and the SPV’s business operations would not result in any significant cost savings or in a significantly greater efficiency or profitability of such combined business operation.

18. Seller and the SPV do not intend to commingle their assets and liabilities, except that Seller, as Servicer of the Receivables: (a) may temporarily commingle collections pending identification and transfer to a collection account for the Transactions; and (b) will retain books and records pertaining to the Receivables. Seller does not maintain joint bank accounts or other the SPV accounts to which the SPV has independent access.

19. An integration of business functions between Seller and the SPV, if any, exists only to the extent summarized in this paragraph. The SPV is operated for the exclusive purpose of purchasing Receivables from Seller. The SPV will have no employees, and the SPV’s day-to-day business operations with respect to the Receivables will be conducted through Seller, in its capacity as Servicer, pursuant to the Transfer and Administration Agreement and that under that agreement, Seller has limited rights, in its capacity as Servicer, to enter into modifications of Receivables on behalf of the SPV, and Seller is generally not permitted to resign as Servicer. Seller and the SPV may share some expenses, but these are not expected to be material and, in any event, will be allocated between the entities on a basis reasonably related to the cost of the services involved and each entity’s actual use of such services. Obligors on the Receivables transferred to the SPV will not be notified that their Receivables have been transferred to the SPV.

20. The SPV is held out to the public as a separate entity apart from Seller, including as described under Part I: Description of the Transactions in the Opinion.

21. Seller maintains its own stationery and other business forms separate from the SPV’s and conducts business in its own name (including, without limitation, its contracts and written communications).

22. Seller adheres in all material respects to corporate formalities in all transfers of assets and other transactions between Seller and the SPV. In general, Seller observes appropriate corporate formalities under applicable law.

23. Seller does not currently, and does not intend to, guaranty, and is not otherwise obligated to repay, the SPV’s liabilities.

24. At closing, Seller will: (a) be solvent; (b) be adequately capitalized to conduct its business and affairs as a going concern, considering the size and nature of its business and intended purposes and taking into account pending and threatened claims; and (c) intends to, and believes that it will be able to, pay its debts as they mature. As a result, Seller is intended to (and is reasonably believed to) be able to survive as a stand-alone entity.

25. Seller does not pay the SPV’s expenses, except as specifically provided in the Agreements. Any allocations of direct, indirect or overhead expenses for items shared between Seller and the SPV are made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered.

26. Seller has not held itself out, nor does it intend to do so in the future, as responsible for the SPV’s debts.

SPV—Disclosure Representations and Covenants

Disclosure of the Transactions

1. The transactions referred to in the Opinion (the “ Transactions ”) have been or will be publicly disclosed by the SPV as follows: (a) the Transactions will be addressed in notes relating to Performance Guarantor’s securitization activities in its financial statements (on which the SPV is consolidated) and (b) UCC financing statements will be filed to perfect the transfer (the “ Transfer ”) of receivables (the “ Receivables ”) by the Originator to United Stationers Financial Services LLC (“ Seller ”) pursuant to the receivables sale agreement referred to in the Opinion (the “ Receivables Sale Agreement ”) and subsequently the Receivables together with a portfolio of additional receivables previously acquired by Seller (the “ Receivables ”) by Seller to the SPV pursuant to the receivables purchase agreement referred to in the Opinion (the “ Receivables Purchase Agreement ”).

2. The SPV will not conceal any transfers contemplated by the agreements referred to on Schedule II to the Opinion (the “ Agreements ”) from any interested party. Although obligors on the Receivables will not be affirmatively informed of the transfers of their obligations, the SPV will not conceal those transfers from any obligor that inquires. Also, (other than certain rebates and allowances in respect of Receivables) the obligors are not expected to be material creditors of the SPV.

Terms of the Transactions

3. In connection with the Transactions: (a) the Investors rely on the Receivables and the other assets of the SPV in making their investment decision and will rely on the Transfers being characterized as true sales, so as to isolate the Receivables from Performance Guarantor’s, Originator’s and Seller’s creditors.

4. The terms of the transactions between the SPV and each of Performance Guarantor, Originator and Seller are (a) consistent with those of arm’s-length relationships and (b) fair and equitable to each of the parties.

5. The SPV intends the Transfer to be a true sale by Seller to the SPV that is absolute and irrevocable and that provides the SPV with the full benefits of ownership of the Receivables. The SPV will receive the conveyance of the Receivables from Seller without recourse for bad debt or uncollectibility of the Receivables and without any warranty of collectibility or any unconventional warranty.

6. The consideration received by Seller in the Transfer is the fair market value of the Receivables.

7. The SPV purchases the Receivables in good faith without knowledge of any adverse claim against, interest in, lien on, or defense to payment of, such assets (other than any adverse claim arising solely as a result of any action taken by the SPV under the Agreements).

8. Seller’s representations, warranties, covenants and indemnities in the Receivables Purchase Agreement with respect to the Receivables (a) cover matters ascertainable by Seller in the ordinary course of business and (b) are intended to ensure that the SPV will receive the type of assets that it has bargained to purchase. Such representations, warranties, covenants and indemnities do not cause Seller to retain or assume the risk of nonpayment or other material financial risks of the Receivables.

9. There are no agreements or understandings between the SPV and Seller or any of Seller’s other affiliates that are relevant to the Transactions other than the Agreements and any other agreements and understandings specifically referenced in the Agreements. In particular, there are no other agreements or understandings pursuant to which Originator or another of its other affiliates (a) is responsible for maintaining the SPV’s solvency or (b) provides recourse, guarantees or otherwise retains or assumes financial risks with respect to the Receivables.

Relationship Between the SPV and Performance Guarantor, Originator and Seller

10. The SPV is a wholly-owned subsidiary of Seller and was formed for the special purpose of consummating the Transactions and other similar transactions with respect to Seller’s Receivables. The SPV will comply with all separateness covenants contained in the applicable Agreements, or in the SPV’s limited liability company agreement.

11. The SPV intends to act in a manner that is consistent with the SPV’s separate and distinct existence and will correct any known misunderstanding regarding its status as a separate entity.

12. The SPV prepares and maintains separate corporate and financial records (which will be subject to audit by independent public accountants) from Originator and Seller that accurately reflect its assets, liabilities and financial affairs. The SPV believes that its assets and liabilities can be readily and inexpensively segregated, ascertained and identified separate from those of Performance Guarantor, Originator and Seller. All transactions between the SPV on the one hand and Performance Guarantor, Originator or Seller on the other hand, including monetary transactions, are and will be properly reflected in the SPV’s books and records and the SPV believes that each will be on terms and conditions consistent with those of an arm’s length transaction.

13. The consolidation of each of Performance Guarantor’s, Originator’s or Seller’s and the SPV’s business operations would not result in any significant cost savings or in a significantly greater efficiency or profitability of such combined business operation.

14. The SPV and each of Performance Guarantor, Originator and Seller will not commingle their assets and liabilities, except that Seller, as Servicer of the Receivables: (a) may temporarily commingle collections pending identification and transfer to a collection account for the Transactions; and (b) will retain books and records pertaining to the Receivables. The SPV does not otherwise maintain joint bank accounts or other the SPV accounts to which either of Originator or Seller has independent access.

15. An integration of business functions between any of Performance Guarantor, Originator or Seller and the SPV, if any, exists only to the extent summarized in this paragraph. The SPV is operated for the exclusive purpose of purchasing Receivables from Seller. The SPV will have no employees, and the SPV’s day-to-day business operations with respect to the Receivables will be conducted through Seller, in its capacity as Servicer, pursuant to the Transfer and Administration Agreement. Under that agreement, Seller has limited rights, in its capacity as Servicer, to enter into modifications of Receivables on behalf of the SPV, and Seller is generally not permitted to resign as Servicer. Each of Performance Guarantor, Originator, Seller and the SPV may share some expenses not reflected in Servicer’s fees, but these are not expected to be material and, in any event, will be allocated between the entities on a basis reasonably related to the cost of the services involved and each entity’s actual use of such services. Obligors on the Receivables transferred to the SPV will not be notified that their Receivables have been transferred to the SPV.

16. The SPV is held out to the public as a separate entity apart from each of Originator and Seller, including as described under Part I: Description of the Transactions in the Opinion.

17. The SPV maintains its own stationery and other business forms separate from Originator’s and conducts business in its own name (including, without limitation, its contracts and written communications).

18. The SPV has its own office, which is located in premises that are primarily occupied by Originator but is separately demarcated and identified.

19. The SPV will adhere in all material respects to corporate formalities in all transfers of assets and other transactions between the SPV and each of Originator and Seller. In general, the SPV observes appropriate limited liability company formalities under applicable law.

20. The SPV will not guaranty, or otherwise become obligated to repay, either Originator’s or Seller’s liabilities, except to the extent that the SPV’s indemnities in the Agreements may be considered guaranties. To the extent that those indemnities cover either Originator’s or Seller’s actions or failures to act, the SPV considers the likelihood that the SPV will incur liabilities under those indemnities to be remote and immaterial.

21. At closing, the SPV will: (a) be solvent; (b) be adequately capitalized to conduct its business and affairs as a going concern, considering the size and nature of its business and intended purposes and taking into account pending and threatened claims; and (c) intends to, and believes that it will be able to, pay its debts as they mature. As a result, the SPV is intended to (and is reasonably believed to) be able to survive as a stand-alone entity.

22. None of Performance Guarantor, Originator nor Seller pays the SPV’s expenses, except as specifically provided in the Agreements. Any allocations of direct, indirect or overhead expenses for items shared between the SPV and Performance Guarantor,

Originator or Seller, which are not expected to be material, are made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered.

23. The SPV has not held itself out, nor does it intend to do so in the future, as responsible for either Performance Guarantor’s, Originator’s or Seller’s debts.

SCHEDULE 6.3

(Financial Covenants)

Section 6.3 of this Agreement shall be read in its entirety as follows:

Section 6.3 Financial Covenants . (a) During the term of this Agreement, unless the Agent shall otherwise consent in writing:

(i) Leverage Ratio . The Performance Guarantor and the Originator will not permit the ratio (the “Leverage Ratio”), determined as of the end of each of its fiscal quarters, of (i) Consolidated Funded Indebtedness to (ii) Consolidated EBITDA for the then most-recently ended four fiscal quarters to be greater than 3.25 to 1.00. The Leverage Ratio shall be calculated as of the last day of each fiscal quarter of the Performance Guarantor based upon (a) for Consolidated Funded Indebtedness, Consolidated Funded Indebtedness as of the last day of each such fiscal quarter and (b) for Consolidated EBITDA, the actual amount as of the last day of each fiscal quarter for the most recently ended four consecutive fiscal quarters; provided that the Leverage Ratio shall be calculated, with respect to Permitted Acquisitions, on a pro forma basis reasonably satisfactory to the Agent, broken down by fiscal quarter in the Performance Guarantor’s reasonable judgment;

(ii) Minimum Consolidated Net Worth . The Performance Guarantor and the Originator will at all times maintain positive Consolidated Net Worth which shall not be less than (i) $550,000,000 minus (ii) amounts expended by Performance Guarantor on or after July 1, 2007 in connection with repurchases or redemptions of its capital stock under Section 6.10 in the Revolving Credit Agreement plus (iii) 50% of Consolidated Net Income (if positive) earned in each fiscal quarter beginning with the fiscal quarter ending June 30, 2007, plus (iv) 50% of the net cash proceeds resulting from issuances of the Performance Guarantor’s or any Subsidiary’s capital stock from and after the Restatement Effective Date; and

(iii) Capital Expenditures . The Performance Guarantor and the Originator will not, nor will they permit any Subsidiary to expend, for Consolidated Capital Expenditures in the acquisition of fixed assets in any fiscal year in the aggregate for the Performance Guarantor and its Subsidiaries, in excess of (i) $75,000,000 for the period from January 1, 2007 through December 31, 2007; and (ii) $75,000,000 for the period from January 1 through December 31 for each fiscal year thereafter, plus any amount permitted to be expended in the immediately preceding fiscal year (pursuant to the absolute dollar limitation for such preceding fiscal year and not pursuant to any carryover provision from a prior fiscal year) but not expended.

(b) As used in this Section 6.3 , the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

Acquisition : Any transaction, or any series of related transactions, consummated on or after the Restatement Effective Date, by which the Performance Guarantor or any of its

Subsidiaries (i) acquires any going concern business or all or substantially all of the assets of any Person, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires from one or more Persons (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage of voting power) of the outstanding ownership interests of any Person.

Affiliate : With respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.

Aggregate Commitment : The aggregate of the Commitments of all the Lenders, as increased or reduced from time to time pursuant to the terms hereof. The initial Aggregate Commitment is Four Hundred Twenty-Five Million and 00/100 Dollars ($425,000,000).

Agreement Accounting Principles : Generally accepted accounting principles as in effect in the United States from time to time.

Assignment Agreement : As defined in Section 12.3.1 of the Revolving Credit Agreement.

Capital Expenditures : Without duplication, any expenditures for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Performance Guarantor and its Subsidiaries prepared in accordance with Agreement Accounting Principles, excluding (i) expenditures of insurance proceeds to rebuild or replace any asset after a casualty loss, (ii) leasehold improvement expenditures for which the Performance Guarantor or a Subsidiary is reimbursed by the lessor, sublessor or sublessee, (iii) expenditures of net cash proceeds of any asset sale permitted under Section 6.12 in the Revolving Credit Agreement, and (iv) with respect to any Permitted Acquisition, (a) the Purchase Price thereof and (b) any Capital Expenditures expended by the seller or entity to be acquired in any Permitted Acquisition prior to the date of such Permitted Acquisition.

Capitalized Lease : With respect to any Person, any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

Capitalized Lease Obligations : With respect to any Person, the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

Commitment : For each Lender, including, without limitation, each LC Issuer, such Lender’s obligation to make Loans to, and participate in Facility LCs issued upon the application of, and each LC Issuer’s obligation to issue Facility LCs for the account of, the Originator in an aggregate amount not exceeding the amount set forth for such Lender on the Commitment Schedule or in an Assignment Agreement delivered pursuant to Section 12.3 in the Revolving Credit Agreement, as such amount may be modified from time to time pursuant to the terms thereof.

Commitment Schedule : The Schedule identifying each Lender’s Commitment as of the Restatement Effective Date attached hereto and identified as such.

Consolidated Capital Expenditures : With reference to any period, the Capital Expenditures of the Performance Guarantor and its Subsidiaries calculated on a consolidated basis for such period.

Consolidated EBITDA : With respect to any period, Consolidated Net Income for such period plus, to the extent deducted from revenues in determining Consolidated Net Income for such period, (i) Consolidated Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv) amortization, (v) losses attributable to equity in Affiliates, (vi) non-cash charges related to employee compensation and (vii) any extraordinary non-cash or nonrecurring non-cash charges or losses, minus, to the extent included in Consolidated Net Income for such period, any extraordinary non-cash or nonrecurring non-cash gains, all calculated for the Performance Guarantor and its Subsidiaries on a consolidated basis.

Consolidated Funded Indebtedness : At any time, with respect to any Person, without duplication, the sum of (i) the aggregate dollar amount of Consolidated Indebtedness for borrowed money owing by such Person or for which such Person is liable which has actually been funded and is outstanding at such time, whether or not such amount is due or payable at such time (other than obligations in respect of Rate Management Transactions), plus (ii) the aggregate undrawn amount of all standby Letters of Credit at such time for which such Person or any of its Subsidiaries is the account party or is otherwise liable (other than standby Letters of Credit in an amount up to $10,000,000 issued to support worker’s compensation obligations of the Credit Parties and other than Letters of Credit supporting any other component of this definition), plus (iii) the aggregate principal component of Capitalized Lease Obligations owing by such Person and its Subsidiaries on a consolidated basis or for which such Person or any of its Subsidiaries is otherwise liable, plus (iv) all Off-Balance Sheet Liabilities of such Person and its Subsidiaries on a consolidated basis, plus (v) all Disqualified Stock of such Person and its Subsidiaries on a consolidated basis.

Consolidated Indebtedness : At any time, with respect to any Person, the Indebtedness of such Person and its Subsidiaries calculated on a consolidated basis as of such time.

Consolidated Interest Expense : With reference to any period, the interest expense of the Performance Guarantor and its Subsidiaries calculated on a consolidated basis for such period (net of interest income), including, without limitation, yield or any other financing costs resembling interest which are payable under any Receivables Purchase Facility.

Consolidated Net Income : With reference to any period, the net income (or loss) of the Performance Guarantor and its Subsidiaries calculated on a consolidated basis for such period and on a FIFO basis of inventory valuation.

Consolidated Net Worth : At any time, with respect to any Person, the consolidated stockholders’ equity of such Person and its Subsidiaries calculated on a consolidated basis and on a FIFO basis of inventory valuation as of such time.

Contingent Obligation : With respect to any Person, any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take or pay contract or the obligations of any such Person as general partner of a partnership with respect to the liabilities of the partnership unless the underlying obligation is expressly made non-recourse to such general partner; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the lesser of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Contingent Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of the Contingent Obligation shall be such guaranteeing person’s reasonably anticipated liability in respect thereof as determined by such Person in good faith.

Credit Party : Collectively, the Performance Guarantor, the Originator and each of the Guarantors.

Disqualified Stock : Any preferred or other capital stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is ninety-one (91) days after the Facility Termination Date.

Domestic Subsidiary : Any Subsidiary of any Person that is not a Foreign Subsidiary.

Facility LC : As defined in Section 2.20.1 of the Revolving Credit Agreement.

Facility Termination Date : The earlier of (a) July 5, 2012 and (b) the date of termination in whole of the Aggregate Commitment pursuant to Section 2.5 of the Revolving Credit Agreement or the Commitments pursuant to Section 8.1 of the Revolving Credit Agreement.

Foreign Subsidiary : (i) Any Subsidiary of any Person that is not organized under the laws of a jurisdiction located in the United States of America and (ii) any Subsidiary of a Person described in clause (i) hereof that is organized under the laws of a jurisdiction located in the United States of America.

Guarantor : Each of the Performance Guarantor’s Domestic Subsidiaries (other than the Originator and any SPV) and all other Subsidiaries of the Performance Guarantor which become Guarantors in satisfaction of the provisions of Section 6.23 in the Revolving Credit Agreement, in each case, together with their respective permitted successors and assigns.

Indebtedness : With respect to any Person, at any time, without duplication, such Person’s (i) obligations for borrowed money which in accordance with Agreement Accounting Principles would be shown as a liability on the consolidated balance sheet of such Person, (ii) obligations representing the deferred purchase price of Property or services (other than current accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade and accrued expenses in connection with the provision of services incurred in the ordinary course of such Person’s business), (iii) Indebtedness of others, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person (provided that the amount of any such Indebtedness at any time shall be deemed to be the lesser of (a) such Indebtedness at such time and (b) the fair market value of such Property, as determined by such Person in good faith at such time), (iv) financial obligations which are evidenced by notes, bonds, debentures, acceptances, or other instruments, (v) obligations to purchase securities or other Property arising out of or in connection with the sale of the same or substantially similar securities or Property, (vi) Capitalized Lease Obligations, (vii) Contingent Obligations of such Person in respect of any Indebtedness, (viii) reimbursement obligations under Letters of Credit, bankers’ acceptances, surety bonds and similar instruments, (ix) Off-Balance Sheet Liabilities, (x) Net Mark-to-Market Exposure under Rate Management Transactions and (xi) Disqualified Stock.

JPMorgan Chase : JPMorgan Chase Bank, National Association, in its individual capacity, and its successors.

LC Issuer : JPMorgan Chase (or any Subsidiary or Affiliate of JPMorgan Chase designated by JPMorgan Chase) or any of the other Lenders, as applicable, in its respective capacity as issuer of Facility LCs hereunder.

Lenders : The lending institutions listed on the signature pages of the Revolving Credit Agreement and their respective successors and assigns. Unless otherwise specified, the term “Lenders” includes the Swing Line Lender and the LC Issuers.

Letter of Credit : With respect to any Person, a letter of credit or similar instrument which is issued upon the application of such Person or upon which such Person is an account party or, without duplication, for which such Person has a reimbursement obligation.

Lien : Any lien (statutory or other), mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, the interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title retention agreement).

Net Mark-to-Market Exposure : With respect to any Person, as of any date of determination, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from Rate Management Transactions. “Unrealized losses” means the fair market value of the cost to such Person of replacing such Rate Management Transaction as of the date of determination (assuming the Rate Management Transaction were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Rate Management Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated as of that date).

Off-Balance Sheet Liability : With respect to any Person, without duplication, the principal component of (i) any Receivables Purchase Facility or any other repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person (other than the sale or disposition in the ordinary course of business of accounts or notes receivable in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables)) or (ii) any liability under any so-called “synthetic lease” or “tax ownership operating lease” transaction entered into by such Person; provided that “Off-Balance Sheet Liabilities” shall not include the principal component of the foregoing if such principal component (a) is otherwise reflected as a liability on such Person’s consolidated balance sheet or (b) is deducted from revenues in determining such Person’s consolidated net income but is not thereafter added back in calculating such Person’s Consolidated EBITDA.

Permitted Acquisition : As defined in Section 6.13.5 of the Revolving Credit Agreement.

Person : Any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

Property : With respect to any Person, any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

Purchase Price : The total consideration and other amounts payable in connection with any Acquisition, including, without limitation, any portion of the consideration payable in cash, all Indebtedness incurred or assumed in connection with such Acquisition, but exclusive of the value of any capital stock or other equity interests of the Performance Guarantor, the Originator or any Subsidiary issued as consideration for such Acquisition.

Rate Management Transaction : Any transaction (including an agreement with respect thereto) now existing or hereafter entered into by the Performance Guarantor, the Originator or a Subsidiary which is a rate swap, basis swap, forward rate transaction, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices or equity prices.

Receivables Purchase Documents : Any series of receivables purchase or sale agreements, servicing agreements and other related agreements generally consistent with terms contained in comparable structured finance transactions pursuant to which the Performance Guarantor, the Originator or any of its Subsidiaries, in their respective capacities as sellers or transferors of any receivables, sell or transfer, directly or indirectly, to SPVs all of their respective right, title and interest in and to (but not their obligations under) certain receivables for further sale or transfer (or granting of Liens to other purchasers of or investors in such assets or interests therein (and the other documents, instruments and agreements executed in connection

therewith)), as any such agreements may be as amended, modified, supplemented, restated or replaced from time to time therefor.

Receivables Purchase Facility : Any securitization facility made available to the Performance Guarantor, the Originator or any of its Subsidiaries, pursuant to which receivables of the Performance Guarantor, the Originator or any of its Subsidiaries are transferred, directly or indirectly, to one or more SPVs, and thereafter to certain investors, pursuant to the terms and conditions of the Receivables Purchase Documents.

Restatement Effective Date : July 5, 2007.

Revolving Credit Agreement : The Second Amended and Restated Five-Year Revolving Credit Agreement, dated July 5, 2007, by and among the Originator, the Performance Guarantor, the Lenders from time to time parties thereto, PNC Bank, National Association, U.S. Bank National Association, KeyBank National Association, LaSalle Bank, National Association and JPMorgan Chase Bank, National Association as such agreement exists as of the Closing Date without giving effect to any amendment, modification, waiver, replacement or supplement thereto that is not consented to in writing by each Class Agent.

SPV : Any special purpose entity established for the purpose of purchasing receivables in connection with a receivables securitization transaction permitted under the terms of the Revolving Credit Agreement.

Subsidiary : With respect to any Person, (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Performance Guarantor.

Swing Line Lender : JPMorgan Chase or such other Lender which may succeed to its rights and obligations as Swing Line Lender pursuant to the terms of the Revolving Credit Agreement.

SCHEDULE 11.3

Address and Payment Information

If to the Conduit Investors:

(a) If to ENTERPRISE FUNDING:

	Enterprise Funding Company LLC
	c/o Global Securitization Services, LLC
	68 South Service Road, Suite 120
	Melville, New York 11747
	Telephone:	(631) 587-4700
	Facsimile:	(212) 302-8767

(with a copy to the related Class Agent)

Payment Information :

	Bank:	Deutsche Bank (New York, NY)
	Benf:	DTBCA as Agent for Enterprise Funding
	ABA:	021 001 033
	A/C #:	01 476 289
	Ref:	Client Name / Wire Description
	Attn:	Orinthia Skeete

(b) If to MARKET STREET:

	Market Street Funding LLC
	c/o AMACAR Group, L.L.C.
	6525 Morrison Boulevard, Suite 318
	Charlotte, North Carolina 28211
	Attention:	Doris Hearn
	Telephone:	(704) 365-0569
	Facsimile:	(704) 365-1362

(with a copy to the related Class Agent)

Payment Information :

	Bank:	PNC Bank, National Association
	ABA:	043000096
	Credit:	Market Street Funding LLC
	A/C #:	1002422076
	Ref:	United Stationers Receivables LLC

If to the SPV:

	United Stationers Receivables, LLC
	One Parkway North Boulevard
	Deerfield, Illinois 60015-2559
	Telephone:	(847) 627-7000
	Facsimile:	(847) 627-7001

Payment Information:

	The Northern Trust Company
	ABA 071-000-152
	Account 3510068
	Re: Credit United Stationers Receivables, LLC

If to the Originator:

	United Stationers Supply Co.
	One Parkway North Boulevard
	Deerfield, Illinois 60015-2559
	Telephone:	(847) 627-7000
	Facsimile:	(847) 627-7001

If to the Seller or Servicer:

	United Stationers Financial Services, LLC
	One Parkway North Boulevard
	Deerfield, Illinois 60015-2559
	Telephone:	(847) 627-7000
	Facsimile:	(847) 627-7001

If to the Agent:

	Bank of America, National Association,
	as Agent
	Bank of America Hearst Tower, 19th Floor
	Charlotte, North Carolina 28255
	Attention:	Banc of America Securities, LLC Global Asset Backed Securitization Group; Portfolio Management
	Telephone:	704/386-7922
	Facsimile:	704/388-9169

Payment Information:

	Bank of America
	ABA: 026009593
	Account #: 109360 0656600
	Ref: United Stationers — Closing Fees
	Attn: Sean Walsh

Exhibit A

Form of Assignment and Assumption Agreement

Reference is made to the Transfer and Administration Agreement dated as of March 3, 2009 as it may be amended, modified, supplemented, restated or replaced from time to time (as so amended or modified, the “ Agreement ”) 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 institutions from time to time parties hereto as Alternate Investors. Terms defined in the Agreement are used herein with the same meaning.

[ ] (the “ Assignor ”) and [ ] (the “ Assignee ”) agree as follows:

1 . The Assignor hereby sells and assigns to the Assignee, without recourse and without representation and warranty, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to all of the Assignor’s rights and obligations under the Agreement and the other Transaction Documents. Such interest expressed as a percentage of all rights and obligations of the Alternate Investors, shall be equal to the percentage equivalent of a fraction the numerator of which is $[ ] and the denominator of which is the Facility Limit. After giving effect to such sale and assignment, the Assignee’s Commitment will be as set forth on the signature page hereto.

2 . [In consideration of the payment of $[ ], being [ ]% of the existing Net Investment, and of $[ ], being [ ]% of the aggregate unpaid accrued Discount, receipt of which payment is hereby acknowledged, the Assignor hereby assigns to the Agent for the account of the Assignee, and the Assignee hereby purchases from the Assignor, a [ ]% interest in and to all of the Assignor’s right, title and interest in and to the Net Investment purchased by the undersigned on [ ], [20][ ] under the Agreement.]

3 . The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any Adverse Claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement, any other Transaction Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement or the Receivables, any other Transaction Document or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty

A - 1

and assumes no responsibility with respect to the financial condition of any of the SPV or the Servicer or the Originator or the performance or observance by any of the SPV or the Servicer or the Originator of any of its obligations under the Agreement, any other Transaction Document, or any instrument or document furnished pursuant thereto.

4 . The Assignee (i) confirms that it has received a copy of the Agreement, the First Tier Agreement and the Second Tier Agreement together with copies of the financial statements referred to in Section [ ] of the Agreement, to the extent delivered through the date of this Assignment and Assumption Agreement (the “ Assignment ”), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment; (ii) agrees that it will, independently and without reliance upon the Agent, any of its Affiliates, the Assignor or any other Alternate Investor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement and any other Transaction Document; (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Agreement and the other Transaction Documents as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement are required to be performed by it as an Alternate Investor; and (v) specifies as its address for notices and its account for payments the office and account set forth beneath its name on the signature pages hereof[; and (vi) attaches the forms prescribed by the Internal Revenue Service of the United States of America certifying as to the Assignee’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Agreement or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty]. [To be included if the Assignee is organized under the laws of a jurisdiction outside the United States]

5 . The effective date for this Assignment shall be the later of (i) the date on which the Agent receives this Assignment executed by the parties hereto and receives the consent of [the SPV] and the Class Agents, on behalf of the Conduit Investors, and (ii) the date of this Assignment (the “ Effective Date ”). Following the execution of this Assignment and the consent of [the SPV and] the Class Agents, on behalf of the Conduit Investors, this Assignment will be delivered to the Agent for acceptance and recording.

6 . Upon such acceptance and recording, as of the Effective Date, (i) the Assignee shall be a party to the Agreement and, to the extent provided in this Assignment, have the rights and obligations of an Alternate Investor thereunder and (ii) the Assignor shall, to the extent provided in this Assignment, relinquish its rights and be released from its obligations under the Agreement.

7 . Upon such acceptance and recording, from and after the Effective Date, the Agent shall make all payments under the Agreement in respect of the interest assigned hereby (including, without limitation, all payments in respect of such interest in Net Investment, Discount and fees) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Agreement for periods prior to the Effective Date directly between themselves.

A - 2

8 . The Assignee shall not be required to fund hereunder an aggregate amount at any time outstanding in excess of $[ ] [This should match the commitment amount for this Alternate Investor] , minus the aggregate outstanding amount of any interest funded by the Assignee in its capacity as a participant under the Liquidity Provider Agreement.

9 . The Assignor agrees to pay the Assignee its pro rata share of fees in an amount equal to the product of (a) [ ] per annum and (b) the [Commitment] [Should match fees in Section [ ] of the Participation Agreement] during the period after the Effective Date for which such fees are owing and paid by the SPV pursuant to the Agreement. Amounts paid under this section shall be credited against amounts payable to the Assignee under Section [ ] of the Participation Agreement dated as of [date] by and between [Bank of America/PNC Bank] and [Alternate Investor] (and vice versa).

10 . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

11 . This agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire Agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

12 . If any one or more of the covenants, agreements, provisions or terms of this agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of this agreement and shall in no way affect the validity or enforceability of the other provisions of this agreement.

13 . This agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery by facsimile of an executed signature page of this agreement shall be effective as delivery of an executed counterpart hereof.

14 . This agreement shall be binding on the parties hereto and their respective successors and assigns.

A - 3

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written

					[ASSIGNOR]

					By:
					Name:
					Title:

[ASSIGNEE]

By:
Name:
Title:

A - 4

Address for notices and Account for payments:

For Credit Matters:		For Administrative Matters:

[NAME]		[NAME]
Attention:		Attention:
Telephone:	[( ) - ]	Telephone:	[( ) - ]
Telefax:	[( ) - ]	Telefax:	[( ) - ]

Account for Payments:

NAME
ABA Number:	[ - - ]
Account Number:	[ ]
Attention:	[ ]

Re: [ ]

Consented to this [ ] day of Accepted this[ ] day of [ ], [20][ ] [ ], [20][ ]

[ ], as	[ ], as Agent
Class Agent

By:							By:
Name:							Name:
Title:							Title:


[SPV]

By:
Name:
Title:

A - 5

Exhibit B

[Reserved]

B - 1

Exhibit C

Credit and Collection Policies and Practices

The Originator’s Credit and Collection Policy or Policies and practices, relating to Contracts and Receivables, existing on the date hereof are as set forth in manuals that were delivered by the SPV prior to the Closing Date to the Agent.

C - 1

Exhibit D

Form of Investment Request

United Stationers Receivables, LLC (the “ SPV ”), pursuant to Section 2.2(a) of the Transfer and Administration Agreement, dated as of March 3, 2009 (as amended, modified, supplemented, restated or replaced from time to time, the “ Agreement ”), among 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 institutions from time to time parties hereto as Alternate Investors, hereby requests that the [Conduit Investors] [Alternate Investors] effect an Investment from it pursuant to the following instructions:

Investment Date: ]

Purchase Price: [ ](1)

Funding Period(s): ]

Account to be credited:

[bank name]

ABA No.[ ]

Account No. [ ]

Reference No.[ ]

Please credit the above-mentioned account on the Investment Date. Capitalized terms used herein and not otherwise defined herein have the meaning assigned to them in the Agreement.

The SPV hereby certifies as of the date hereof that the conditions precedent to such Investment set forth in Section 4.2 of the Agreement have been satisfied, and that all of the representations and warranties made in Section 3.1 of the Agreement are true and correct on and as of the Investment Date, both before and after giving effect to the Investment.

			[SPV]

Dated:			By:
			Name:
			Title:

(1) At least [$5,000,000] and in integral multiples of [$1,000,000] .

D - 1

Exhibit E

Form of Blocked Account Agreement

[Date]

[Name and Address of Blocked Account Bank]

Re: [Name of the SPV]

Blocked Account

No[s]. [ ]

Ladies and Gentlemen:

[ ] (the “ Owner ”) hereby notifies you (the “ Bank ”) that in connection with certain transactions involving its accounts receivable, it has transferred exclusive ownership and dominion of its [blocked] [lock-box] account no[s]. [ ] [and the related lock-boxes no[s].[ ] maintained with you (collectively the “ Accounts ”) to Bank of America, National Association, a national banking association, as agent (the “ Agent ”), and that the SPV will transfer exclusive control of the Accounts to the Agent effective upon delivery to you of the Notice of Effectiveness (as hereinafter defined). Each of the parties hereto agrees that, from and after the date you receive the Notice of Effectiveness, you will comply with instructions originated by the Agent directing disposition of the funds in the Accounts without further consent by the SPV.

In furtherance of the foregoing, the Owner and the Agent hereby instruct you, beginning on the date of your receipt of the Notice of Effectiveness substantially in the form attached hereto as Annex I and you agree, without further consent by the SPV (which consent the SPV hereby irrevocably waives): (i) to collect the monies, checks, instruments and other items of payment mailed to the Accounts; (ii) to deposit into the Accounts all such monies, checks, instruments and other items of payment or all funds collected with respect thereto (unless otherwise instructed by the Agent); and (iii) to transfer all funds deposited and collected in the Accounts pursuant to instructions given to you by the Agent from time to time.

You are hereby further instructed and you agree, without further consent by the SPV (which consent the SPV hereby irrevocably waives): (i) unless and until the Agent notifies you to the contrary at any time after your receipt of the Notice of Effectiveness, to make such transfers from the Accounts at such times and in such manner as the Owner, in its capacity as collection agent for the Agent, shall from time to time instruct to the extent such instructions are not inconsistent with the instructions set forth herein, and (ii) to permit the Owner (in its capacity as collection agent for the Agent) and the Agent to obtain upon request any information relating to the Accounts, including, without limitation, any information regarding the balance or activity of the Accounts.

E - 1

The SPV also hereby notifies you that, beginning on the date of your receipt of the Notice of Effectiveness and notwithstanding anything herein or elsewhere to the contrary, the Agent shall be irrevocably entitled to exercise, without further consent by the SPV, any and all rights in respect of or in connection with the Accounts, including, without limitation, the right to specify when payments are to be made out of or in connection with the Accounts. The Agent has a continuing interest in all of the checks and their proceeds and all monies and earnings, if any, thereon in the Accounts, and you shall be the Agent’s agent for the purpose of holding and collecting such property. The monies, checks, instruments and other items of payment mailed to, and funds and wire transfers deposited to, the Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Agent (except that you may set off (i) all amounts due to you in respect of your customary fees and expenses for the routine maintenance and operation of the Accounts, and (ii) the face amount of any checks which have been credited to the Accounts but are subsequently returned unpaid because of uncollected or insufficient funds).

This Agreement may not be terminated at any time by the SPV or you without the prior written consent of the Agent. Neither this Agreement nor any provision hereof may be changed, amended, modified or waived orally but only by an instrument in writing signed by the Agent and the SPV.

You shall not assign or transfer your rights or obligations hereunder (other than to the Agent) without the prior written consent of the Agent and the SPV. Subject to the preceding sentence, this Agreement shall be binding upon each of the parties hereto and their respective successors and assigns, and shall inure to the benefit of, and be enforceable by, the Agent, each of the parties hereto and their respective successors and assigns.

You hereby represent that the person signing this Agreement on your behalf is duly authorized by you to so sign.

You agree to give the Agent and the SPV prompt notice if the Accounts become subject to any writ, garnishment, judgment, warrant of attachment, execution or similar process.

Any notice, demand or other communication required or permitted to be given hereunder shall be in writing and may be personally served or sent by facsimile or by courier service or by United States mail and shall be deemed to have been delivered when delivered in person or by courier service or by facsimile or three (3) Business Days after deposit in the United States mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, (i) the addresses of the parties hereto shall be as set forth below each party’s name below, or, as to each party, at such other address as may be designated by such party in a written notice to the other party and the Agent and (ii) the address of the Agent shall be:

Bank of America, National Association
[231 South LaSalle Street, 16th Floor
Chicago, Illinois 60697
Attention:	Banc of America Securities, LLC
	Asset Securitization Group; Portfolio Management
Telephone:	312/828-6471
Facsimile:	312/923-0273]

E - 2

[Bank of America Corporate Center, 10th Floor
Charlotte, North Carolina 28255
Attention:	Banc of America Securities, LLC
	Global Asset Backed Securitization Group; Portfolio Management
Telephone:	704/386-7922
Facsimile:	704/388-9169]

, or at such other address as may be designated by the Agent in a written notice to each of the parties hereto.

Please agree to the terms of, and acknowledge receipt of, this notice by signing in the space provided below.

	Very truly yours,

	[ SPV]

	By:
	Name:
	Title:

	Address:
	Attention:
	Facsimile:


	BANK OF AMERICA, NATIONAL ASSOCIATION

	By:
	Name:
	Title:

	Address:
	Attention:
	Facsimile:

E - 3

ACKNOWLEDGED AND AGREED:

[NAME OF BLOCKED ACCOUNT BANK]

By:
Title:

Date:

[Address]
Attention:
Facsimile:

E - 4

ANNEX 1

TO BLOCKED ACCOUNT AGREEMENT

[FORM OF NOTICE OF EFFECTIVENESS]

DATED: [ ], [20][ ]

TO: [Name of Blocked Account Bank]

[Address]

ATTN: [ ]

Re: Blocked Account No[s]. [ ]

Ladies and Gentlemen:

We hereby give you notice that effective on the date you receive this letter, exclusive control of the above-referenced Blocked Account[s], as described in our letter agreement with you dated [ ], [20][ ] shall be exercised by the Agent. You are hereby instructed to comply immediately with the instructions set forth in [that letter agreement] [as set forth herein].

[Add instructions regarding disposition of proceeds in Accounts.]

			Very truly yours,

			BANK OF AMERICA, NATIONAL ASSOCIATION, as Agent

			By:
			Name:
			Title:

			Address:
			Attention:
			Facsimile:

ACKNOWLEDGED AND AGREED:
[NAME OF BLOCKED ACCOUNT BANK]

By:
Title:
Date:

Address:
Attention:
Facsimile:

E - 5

Exhibit F

Form of Servicer Report

United Stationers

Receivables Purchase Agreement dated March 28, 2003

Monthly Report for the Month Ended January 31, 2009

	Fax to:
	Lynn Baugh 312-7322245
	Bill Falcon 412-762-9184
	Charissa Toole 513-534-0319
	Anna V. Tarasyuk 212.834.6657

A. Portfolio Information:

Previous Months Ending Gross Receivables Balance:
plus:	Sales (excluding advertising)
plus:	Advertising Sales
minus:	Collections
minus:	Advertising Credits
minus:	Damaged/Defective
minus:	Wrong Item/Quantity
minus:	Customer Cancellation
minus:	Net EFT Discounts (VCD’s)
minus:	Other Dilution
minus:	Other (Net of write-offs and recoveries)	Unadjusted =
minus:	Write-offs
plus:	Recoveries
	Adjust for rounding
	Adjusted Gross Receivables Balance:		—

B. Summary Aging Schedule (excludes Advertising A/R,)

		Current
		1-30 days past due
		31-60 days past due
		61-90 days past due
		91+ days past due
		Deferred A/R
		Disputed A/R
		Ending Gross Receivables Balance				—

C. Calculation of Eligible Receivables:

From A:	Ending Gross Receivables Balance (from Aging)	—
Less:	Receivables > 60 days past due	—
Less:	Notes
Less:	Disputed A/R
Less:	Deferred Receivables over 2% of receivable balance
Less:	Receivables that correspond to obligors that are excluded or credit controlled (“Slow Pays”)
Less:	Cross Aging 25%
Less:	Advertising A/R
Less:	Designated Obligors
Less:	Receivables of Bankrupt Obligors
Less:	Government Receivables
Less:	Foreign
Less:	Affiliated Receivables
Less:	Contras (net of contras for Excess Concentration accounts)
Less:	National Accounts Rebates Reserve
Less:	EFT Rebate Reserve
Less:	AR Balances Specifically Reserved
Less:	Discounts Reserves (VCDs) (+25% over actual)
Add:	EFT Rebate Included in VCD (above) (+25% over actual)
Less:	Load Rebates Check Reserve
Less:	Other Rebates Reserve (DBP, PIR)
Less:	Other miscellaneous
	Eligible Receivables:	—
		#N/A

D. Excess Concentration Computation:

Corporate
Rating

Eligible
Receivables

Accrued
Rebate Bal

Contra

VCD

LOAD

Eligible
Receivables

Applicable
Percentage

Concentration
Limit

Excess
Concentration

[**]

—

A1+	10.00	%
A1	10.00	%
A2	9.00	%
A3	6.75	%
<IG or Private	4.05	%

	Dilution Percentage
	Dynamic Loss Reserve
	Minimum Reserve
	Yield Reserve
	Aggregate Reserves	0.00%
	Servicing Fee Reserve

E. Calculation of Net Receivables Balance:

From C:	Eligible Receivables (“ER”):	—
minus:	Excess Concentrations	—
	Aggregate Receivables Balance:	—

F. Calculation of Available Funding Amount

From E:	Net Receivables Balance (“NRB”):	$	—
less:	Required Reserves (net of Servicing Reserve)
	Less Servicing Reserve
	Maximum Invested Amount:	$	100,000

G. Compliance:

Dilution Ratio
- Three month rolling average (Actual Dilution/Sales)
		Trigger
Three month rolling average Dilution Ratio		7.5%	7.50%	8.25%

Exception Funding Period	NO
Termination Event > ?	NO

Delinquency Ratio
- Three month rolling average (60+ Disputed Receivables /Total Receivables)

Three month rolling average Delinquency Ratio		5.5%	5.50%	6.25%

Exception Funding Period	NO
Termination Event > ?	NO

Default Ratio
- Three month rolling average (61-90 dpd + actual writeoffs, conversions to notes, and transfers to the bad debt ledger prior to the default proxy /Sales 3 mos prior) \
Three month rolling Default Ratio		1.75%	1.75%	2.00%

Excption Funding Period	NO
Termination Event > ?	NO

DSO Trigger
91 * (Unpaid Balance of Receivables / 3mths aggregate sales)

Three month rolling DSO Trigger		50	50	60

Excption Funding Period	NO
Termination Event > ?	NO

Purchaser Interest < 100%
Aggregate Capital Outstanding (C)
Aggregate Reserves (AR)
Net Receivables Balance (NRB)
C/(NRB-AR)
Compliance?

H. Calculation of Funding:

Available Funding for YC SUSI		Adjust for $200MM limit after June 2009
Current Outstanding for YC SUSI	0
Requested Increase/(Decrease) for YC SUSI	0
Total Outstanding for YC SUSI	0

Available Funding for Market Street		Adjust for $200MM limit after June 2009
Current Outstanding for Market Street	0
Requested Increase/(Decrease) for Market Street	0
Total Outstanding for Market Street	0

TOTAL OUTSTANDING INVESTED AMOUNT	0

Signed by:			Title:			Date:
	Robert J. Kelderhouse

F-1

Exhibit G

Form of SPV Secretary’s Certificate

SECRETARY’S CERTIFICATE

[ ], [20][ ]

I, [ ], the undersigned [ ] of [SPV] (the “ SPV ”), a [ ] corporation, DO HEREBY CERTIFY that:

1 . Attached hereto as Annex A is a true and complete copy of the [ ] [Insert appropriate organizational document] of the SPV as in effect on the date hereof.

2 . Attached hereto as Annex B is a true and complete copy of the [By-laws] [Insert appropriate organizational document] of the SPV as in effect on the date hereof.

3 . Attached hereto as Annex C is a true and complete copy of the resolutions duly adopted by the Board of Managers of the SPV [adopted by consent] as of [ ], [20][ ], authorizing the execution, delivery and performance of each of the documents mentioned therein, which resolutions have not been revoked, modified, amended or rescinded and are still in full force and effect.

4 . The below-named persons have been duly qualified as and at all times since [ ], [20][ ], to and including the date hereof have been officers or representatives of the SPV holding the respective offices or positions below set opposite their names and are authorized to execute on behalf of the SPV the below-mentioned Transfer and Administration Agreement and all other Transaction Documents (as defined in such Transfer and Administration Agreement) to which the SPV is a party and the signatures below set opposite their names are their genuine signatures:

Name	Signature	Office

[Remainder of Page Intentionally Left Blank]

G - 1

WITNESS my hand and seal of the SPV as of the day first above written.


	Secretary

I, [ ] the undersigned, [Title] of the SPV, DO HEREBY CERTIFY that [ ] is the duly elected and qualified Secretary of the SPV and the signature above is his/her genuine signature.

WITNESS my hand as of the day first above written.


	[Title]

G - 2

Exhibit H

Form of [Originator/Servicer/Seller] Secretary’s Certificate

SECRETARY’S CERTIFICATE

[ ], [20][ ]

I, [ ], the undersigned [ ] of [Originator/Servicer/Seller] (the “[ Originator/Servicer/Seller ]”), a [ ] corporation, DO HEREBY CERTIFY that:

1 . Attached hereto as Annex A is a true and complete copy of the [ ] [Insert appropriate organizational document] of the [Originator/Servicer/Seller] as in effect on the date hereof.

2 . Attached hereto as Annex B is a true and complete copy of the [By-laws] [Insert appropriate organizational document] of the [Originator/Servicer/Seller] as in effect on the date hereof.

3 . Attached hereto as Annex C is a true and complete copy of the resolutions duly adopted by the Board of Directors of the [Originator/Servicer/Seller] [adopted by consent] as of [ ], [20][ ], authorizing the execution, delivery and performance of each of the documents mentioned therein, which resolutions have not been revoked, modified, amended or rescinded and are still in full force and effect.

4 . The below-named persons have been duly qualified as and at all times since [ ], [20][ ], to and including the date hereof have been officers or representatives of the [Originator/Servicer/Seller] holding the respective offices or positions below set opposite their names and are authorized to execute on behalf of the [Originator/Servicer/Seller] the below-mentioned [First Tier Agreement/Second Tier Agreement], the Transfer and Administration Agreement dated as of March 3, 2009 among the 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 institutions from time to time parties hereto as Alternate Investors and certain financial institutions named therein (the “ Agreement ”) and all other Transaction Documents to which the [Originator/Servicer/Seller] is a party and the signatures below set opposite their names are their genuine signatures:

H - 1

Name	Signature	Office

WITNESS my hand and seal of the [Originator/Servicer/Seller] as of the date first above written.


	Secretary

I, the undersigned, [Title] of the [Originator/Servicer/Seller], DO HEREBY CERTIFY that [ ] is the duly elected and qualified Secretary of the [Originator/Servicer/Seller] and the signature above is his/her genuine signature.

WITNESS my hand as of the date first above written.


	[Title]

H - 2

Exhibit I

Form of Opinion of Counsel for the SPV, Originator, Seller and Servicer

[ ], [20][ ]

Enterprise Funding Company LLC

c/o Global Securitization Services, LLC

68 South Service Road, Suite 120

Melville, New York 11747

Market Street Funding LLC

[address]

Bank of America, National Association

[231 South LaSalle Street

Suite 1611

Chicago, Illinois 60697]

[Bank of America Corporate Center, 10th Floor

Charlotte, North Carolina 28255]

PNC Bank, National Association

[address]

Ladies and Gentlemen:

This opinion is furnished to you pursuant to Section [5.1(m)] of the Transfer and Administration Agreement dated as of March 3, 2009 (the “ Agreement ”) 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 institutions from time to time parties hereto as Alternate Investors and certain financial institutions from time to time parties hereto as Alternate Investors. Capitalized terms used herein and not otherwise defined herein shall have the meanings given such terms in the Agreement.

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We have acted as counsel to the Originator, the Seller and the SPV in connection with the preparation of the Agreement, the First Tier Agreement, the Second Tier Agreement, the other Transaction Documents and the transactions contemplated thereby.

We have examined, on the date hereof, the Agreement and all exhibits thereto, the First Tier Agreement, the Second Tier Agreement and all exhibits thereto, certificates of public officials and of officers of the SPV, the Seller and the Originator and certified copies of the Originator’s, the Seller’s and the SPV’s [Modify the following for appropriate type of entity] [certificate of incorporation, by-laws, the Board of Directors’ resolutions] authorizing the Originator’s, the Seller’s and the SPV’s participation in the transactions contemplated by the Agreement, the First Tier Agreement, the Second Tier Agreement, the other Transaction Documents, copies of each of the above having been delivered to you, copies of the financing statements on Form UCC-1 filed in the filing offices listed in Schedule I hereto executed by the Originator, as debtor, in favor of the SPV, as secured party and showing the Agent, on behalf of the Conduit Investors and the Alternate Investors, as the assignee of the secured party, substantially in the form attached hereto as Exhibit A (the “ Originator Financing Statements ”) and the Seller, as debtor, in favor of the SPV, as secured party and showing the Agent, on behalf of the Conduit Investors and the Alternate Investors, as the assignee of the secured party, substantially in the form attached hereto as Exhibit B (the “ Seller Financing Statements ”) and copies of the financing statements on Form UCC-1 filed in the filing offices listed in Schedule II hereto executed by SPV, as debtor, in favor of the Agent, on behalf of the Conduit Investor and the Alternate Investors, as secured party, substantially in the form attached hereto as Exhibit C [Should track the granting clause of the Agreement or if the SPV will only be used for a single transaction a blanket lien may be given by the SPV to the Agent covering: all accounts, chattel paper, instruments, general intangibles, inventory, investment property and other property of the SPV, whether now or hereafter owned or existing, and all proceeds of the foregoing] (the “ SPV Financing Statements ”). We have also examined the closing documents delivered pursuant to the Agreement, the First Tier Agreement, the Second Tier Agreement and copies of all such documents and records, and have made such investigations of law, as we have deemed necessary and relevant as a basis for our opinion. With respect to the accuracy of material factual matters which were not independently established, we have relied on certificates and statements of officers of the Originator, the Seller and the SPV.

On the basis of the foregoing, we are of the opinion that:

1 . The SPV is a corporation duly [incorporated], validly existing and in good standing under the laws of [ ], has the [corporate] power and authority to own its properties and to carry on its business as now being conducted, and had at all relevant times, and now has, all necessary power, authority, and legal right to acquire and own the Receivables and other Affected Assets, and is duly qualified and in good standing as a foreign [corporation] and is authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization.

2 . The Originator is a [corporation] duly incorporated, validly existing and in good standing under the laws of [ ], has the [corporate] power and authority to own its properties and to carry on its business as now being conducted, and had at all relevant times, and now has, all necessary power, authority, and legal right to acquire and own the Receivables and

I - 2

other Affected Assets, and is duly qualified and in good standing as a foreign [corporation] and is authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization.

3. The Seller is a [corporation] duly incorporated, validly existing and in good standing under the laws of [ ], has the [corporate] power and authority to own its properties and to carry on its business as now being conducted, and had at all relevant times, and now has, all necessary power, authority, and legal right to acquire and own the Receivables and other Affected Assets, and is duly qualified and in good standing as a foreign [corporation] and is authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization.

4. The SPV has the power, [corporate] and other, and has taken all necessary [corporate] action to execute, deliver and perform the Agreement and the other Transaction Documents to which it is a party, each in accordance with its respective terms, and to consummate the transactions contemplated thereby. The Transaction Documents to which the SPV is a party have been duly executed and delivered by the SPV and constitute the legal, valid and binding obligations of the SPV enforceable against the SPV in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

5. The Originator has the power, [corporate] and other, and has taken all necessary corporate action to execute, deliver and perform the First Tier Agreement and the other Transaction Documents to which it is a party, each in accordance with its respective terms, and to consummate the transactions contemplated thereby. The Transaction Documents to which the Originator is a party have been duly executed and delivered by the Originator and constitute the legal, valid and binding obligations of the Originator enforceable against the Originator in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

6. The Seller has the power, [corporate] and other, and has taken all necessary corporate action to execute, deliver and perform the Second Tier Agreement and the other Transaction Documents to which it is a party, each in accordance with its respective terms, and to consummate the transactions contemplated thereby. The Transaction Documents to which the Seller is a party have been duly executed and delivered by the Seller and constitute the legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

7 . The execution, delivery and performance in accordance with their terms by the SPV of the Agreement and the other Transaction Documents and the consummation of the transactions contemplated thereby, do not and will not (i) require (a) any governmental approval or (b) any consent or approval of any stockholder of the SPV that has not been obtained, (ii) violate or conflict with, result in a breach of, or constitute a default under (a) the [certificate of incorporation or the by-laws] of the SPV, (b) any other agreement to which the SPV is a party or by which the SPV or any of its properties may be bound, or (c) any Law applicable to the SPV of

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any court or of any Official Body having jurisdiction over the SPV or any of its properties, or (iii) result in or require the creation or imposition of any Adverse Claim upon any of the assets, property or revenue of the SPV other than as contemplated by the Agreement.

8 . The execution, delivery and performance in accordance with their terms by the Originator of the First Tier Agreement and the other Transaction Documents and the consummation of the transactions contemplated thereby, do not and will not (i) require (a) any governmental approval or (b) any consent or approval of any stockholder of the Originator that has not been obtained, (ii) violate or conflict with, result in a breach of, or constitute a default under (a) the certificate of incorporation or the by-laws of the Originator, (b) any other agreement to which the Originator is a party or by which the Originator or any of its properties may be bound, or (c) any Law applicable to the Originator of any Official Body having jurisdiction over the Originator or any of its properties, or (iii) result in or require the creation or imposition of any Adverse Claim upon any of the assets, property or revenue of the Originator other than as contemplated by the First Tier Agreement.

9. The execution, delivery and performance in accordance with their terms by the Seller of the Second Tier Agreement and the other Transaction Documents and the consummation of the transactions contemplated thereby, do not and will not (i) require (a) any governmental approval or (b) any consent or approval of any stockholder of the Originator that has not been obtained, (ii) violate or conflict with, result in a breach of, or constitute a default under (a) the certificate of incorporation or the by-laws of the Seller, (b) any other agreement to which the Seller is a party or by which the Seller or any of its properties may be bound, or (c) any Law applicable to the Seller of any Official Body having jurisdiction over the Seller or any of its properties, or (iii) result in or require the creation or imposition of any Adverse Claim upon any of the assets, property or revenue of the Seller other than as contemplated by the Second Tier Agreement.

10 . Except as set forth in the schedules attached hereto, there are not, in any court or before any arbitrator of any kind or before or by any governmental or non-governmental body, any actions, suits, proceedings, litigation or investigations, pending or to the best of our knowledge, after due inquiry, threatened, (i) against the SPV or the business or any property of the SPV except actions, suits or proceedings that, if adversely determined, would not, singly or in the aggregate, have a Material Adverse Effect or (ii) relating to the Agreement or any other Transaction Document.

11 . Except as set forth in the schedules attached hereto, there are not, in any court or before any arbitrator of any kind or before or by any governmental or non-governmental body, any actions, suits, proceedings, litigation or investigations, pending or to the best of our knowledge, after due inquiry, threatened, (i) against the Originator or the business or any property of the Originator except actions, suits or proceedings that, if adversely determined, would not, singly or in the aggregate, have a Material Adverse Effect or (ii) relating to the First Tier Agreement or any other Transaction Document.

12. Except as set forth in the schedules attached hereto, there are not, in any court or before any arbitrator of any kind or before or by any governmental or non-governmental body, any actions, suits, proceedings, litigation or investigations, pending or to the best of our

I - 4

knowledge, after due inquiry, threatened, (i) against the Seller or the business or any property of the Seller except actions, suits or proceedings that, if adversely determined, would not, singly or in the aggregate, have a Material Adverse Effect or (ii) relating to the Second Tier Agreement or any other Transaction Document.

13 . The Receivables constitute [accounts] [general intangibles][chattel paper] [instruments] [certificated securities] [uncertificated securities] [investment property] as [that] [such] term[s] [is] [are] defined in the Uniform Commercial Code as in effect in [Insert the state whose law governs] [XYZ].

14 . The First Tier Agreement creates a valid and enforceable security interest (as that term is defined in Section 1-201(37) of the Uniform Commercial Code (including the conflict of laws rules thereof) (the “ UCC ”) as in effect in New York (the “ New York UCC ”) and [ ] (the “ [XYZ] UCC ”), under Article 9 of the New York UCC (“ First Tier Security Interest ”) in favor of the SPV in the Receivables and other Affected Assets and the proceeds thereof (except that the First Tier Security Interest will attach to any Receivable created after the date hereof only when the Originator possesses rights in such Receivable). The internal laws of [XYZ] govern the perfection by the filing of financing statements of the First Tier Security Interest in the Receivables and the proceeds thereof. The Originator Financing Statement(s) have been filed in the filing office(s) located in [XYZ] listed in Schedule I hereto, which [is] [are] the only office(s) in which filings are required under the [XYZ] UCC to perfect the First Tier Security Interest in the Receivables and the proceeds thereof, and accordingly the First Tier Security Interest in each Receivable and the proceeds thereof will, on the date of the initial transfer under the First Tier Agreement, be perfected under Article 9 of the [XYZ] UCC. All filing fees and all taxes required to be paid as a condition to or upon the filing of the Originator Financing Statement(s) in [XYZ] have been paid in full. As of the date hereof, there were no (i) UCC financing statements naming the Originator as debtor, Originator or assignor and covering any Receivables or other Affected Assets or any interest therein or (ii) notices of the filing of any federal tax lien (filed pursuant to Section 6323 of the Internal Revenue Code) or lien of the Pension Benefit Guaranty Corporation (filed pursuant to Section 4068 of the Employment Retirement Income Security Act) covering any Receivable or other Affected Asset or any interest therein. The filing of the Originator Financing Statement(s) in the filing offices listed in Schedule I will create a first priority security interest in each Receivable. Such perfection and priority will continue, provided that appropriate continuation statements are timely filed where and when required under the UCC.

15 . The Second Tier Agreement creates a valid and enforceable security interest (as that term is defined in Section 1-201(37) of the Uniform Commercial Code (including the conflict of laws rules thereof) (the “ UCC ”) as in effect in New York (the “ New York UCC ”) and [ ] (the “ [XYZ] UCC ”), under Article 9 of the New York UCC (“ Second Tier Security Interest ”) in favor of the SPV in the Receivables and other Affected Assets and the proceeds thereof (except that the Second Tier Security Interest will attach to any Receivable created after the date hereof only when the Seller possesses rights in such Receivable). The internal laws of [XYZ] govern the perfection by the filing of financing statements of the Second Tier Security Interest in the Receivables and the proceeds thereof. The Seller Financing Statement(s) have been filed in the filing office(s) located in [XYZ] listed in Schedule I hereto, which [is] [are] the only office(s) in which filings are required under the [XYZ] UCC to perfect the Second Tier

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Security Interest in the Receivables and the proceeds thereof, and accordingly the Second Tier Security Interest in each Receivable and the proceeds thereof will, on the date of the initial transfer under the Second Tier Agreement, be perfected under Article 9 of the [XYZ] UCC. All filing fees and all taxes required to be paid as a condition to or upon the filing of the Seller and/or Seller Financing Statement(s) in [XYZ] have been paid in full. As of the date hereof, there were no (i) UCC financing statements naming the Seller as debtor, Seller or assignor and covering any Receivables or other Affected Assets or any interest therein or (ii) notices of the filing of any federal tax lien (filed pursuant to Section 6323 of the Internal Revenue Code) or lien of the Pension Benefit Guaranty Corporation (filed pursuant to Section 4068 of the Employment Retirement Income Security Act) covering any Receivable or other Affected Asset or any interest therein. The filing of the Seller Financing Statement(s) in the filing offices listed in Schedule I will create a first priority security interest in each Receivable. Such perfection and priority will continue, provided that appropriate continuation statements are timely filed where and when required under the UCC.

16. The Agreement creates a valid and enforceable security interest (as that term is defined in Section 1-201(37) of the New York UCC and [ ] the [Note that the states in this paragraph 11 may be different that the stated in paragraph 10 ] ( the “ [ABC] UCC ”), under Article 9 of the New York UCC (“ Third Tier Security Interest ”) in favor of the Agent in each Receivable and other Affected Assets (except that the Third Tier Security Interest will attach only when the SPV possesses rights in such Receivable). The internal laws of [ABC] govern the perfection by the filing of financing statements of the Third Tier Security Interest in the Receivables and the proceeds thereof. The SPV Financing Statement(s) have been filed in the filing office(s) located in [ABC] listed in Schedule II hereto, which [is] [are] the only office(s) in which filings are required under the [ABC] UCC to perfect the Third Tier Security Interest in the Receivables and the proceeds thereof, and accordingly the Third Tier Security Interest in each Receivable and the proceeds thereof will, on the date of the initial transfer under the Agreement, be perfected under Article 9 of the [ABC] UCC. All filing fees and all taxes required to be paid as a condition to or upon the filing of the SPV Financing Statement(s) in [ABC] have been paid in full. As of the date hereof, there were no (i) UCC financing statements naming SPV as debtor, Originator or assignor and covering any Receivables or other Affected Assets or any interest therein or (ii) notices of the filing of any federal tax lien (filed pursuant to Section 6323 of the Internal Revenue Code) or lien of the Pension Benefit Guaranty Corporation (filed pursuant to Section 4068 of the Employment Retirement Income Security Act) covering any Receivable or other Affected Assets or any interest therein. The filing of the SPV Financing Statement(s) in the filing offices listed in Schedule II will create a first priority security interest in each Receivable. Such perfection and priority will continue, provided that appropriate continuation statements are timely filed where and when required under the UCC. [If the Receivables constitute instruments, certificated securities or uncertificated securities, this paragraph should be redrafted to reflect different perfection requirements]

17 . Neither the SPV, the Seller nor the Originator is, nor is controlled by, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

In giving the opinions in paragraphs 14, 15 and 16 , we have assumed that the Originator’s, the Seller’s and the SPV’s chief executive office will continue to be located in

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[XYZ][ABC][, as applicable]. The conclusions expressed in paragraphs 14, 15 and 16 are subject to the accuracy of the personnel in the filing offices referred to above with regard to the filing, indexing and recording of financing statements and notices of Adverse Claim, and to the correctness of reports to us by [Insert name of search company.] [ ], who performed the searches of such records and who made the filings on behalf of the Originator, the Seller and the SPV in [XYZ][ABC][, as applicable].

In giving the opinions set forth in paragraphs 14, 15 and 16 , we have assumed that all filings as appropriate in the event of a change in the name, identity or corporate structure of the debtor (or the Originator or assignor) named in any financing statements and all continuation statements necessary under the UCC to maintain the perfection of the First Tier Security Interest and the Second Tier Security Interest in the Receivables and the proceeds thereof will be duly and timely filed. In giving such opinions, we also do not express any opinion as to (a) transactions excluded from Article 9 of the UCC by virtue of Section 9-104 of the UCC, (b) any security interest in proceeds except to the extent that the validity and perfection of any interest in proceeds (as such term is defined under the UCC) thereof that is covered by the Originator Financing Statements, the Seller Financing Statements or the SPV Financing Statements or any duly filed financing statement referred to above may be permitted by Section 9-306 of the UCC, and (c) any security interest that is terminated or released.

The foregoing opinions and conclusions were given only in respect of the laws of [XYZ] [, ABC], the State of New York and, to the extent specifically referred to herein, the Federal laws of the United States of America.

This opinion has been delivered at your request for the purposes contemplated by the Agreement. Without our prior written consent, this opinion is not to be utilized or quoted for any other purpose and no one other than you is entitled to rely thereon; provided, that any Alternate Investor, any Program Support Provider [and any placement agent or dealer of any Conduit Investor’s commercial paper] may rely on this opinion as of it were addressed to them.

Very truly yours,

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Exhibit J

Scope of Agreed Upon Procedures

Scope of the Procedures to be Performed

[Date]

Time Periods to be tested:

[October] 2008 — tie in monthly reports

[December] 2007 — tie in monthly reports & detailed testing

(Note: All samples are judgmentally selected)

Describe and document the following as it relates to the Company’s policies and procedures (through inquiry and observation, except where testing is noted):

The following are the procedures to be completed by the consultants:

1. Monthly Servicer Report (Information Package)

Obtain the Monthly Servicer reports for the time periods to be tested. Test the accuracy of the Servicer reports submitted by performing the following procedures:

A. Test the calculation of the accounts receivable rollforward, aging spreads, eligible collateral and concentrations reported on the existing Monthly Servicer Report for the periods subject to testing. Calculate additional ineligibles for the selected time period, as applicable, as required in the Transfer and Administration Agreement dated [TBD] (testing of reserves, ratios and financial covenants is not included in the scope of the procedures to be performed.)

B. Trace and agree line items to supporting documentation (including the general ledger and aged trial balance, if applicable). Recalculate line items. Explain the type of supporting documentation.

C. Prepare a chart of the line items analyzed and a comparison of the Company prepared figures to recomputed amounts.

D. Discuss other potential forms of non-cash offsets with appropriate management personnel. Also, scan the general ledger for any general ledger accounts that disclose non-cash credits and/or potential offsets to receivables. Explain any such accounts that are noted that have not been previously identified and included in the rollforward.

E. Obtain a reconciliation of receivables per the aged trial balance(s) to the general ledger for the most recent month subject to testing. Report frequency of (monthly, weekly, daily) and procedures used in reconciling via discussions with Servicer personnel, and note any significant discrepancies (resolved or unresolved). Compare to summary aging balances, noting whether the appropriate reconciled amount was included. Prepare summary aging charts for each and attach the charts to your report.

2. Obligor Concentration

A. Obtain a listing of the ten largest obligors as of the most recent period subject to testing and test the accuracy of this information by tracing amounts to the receivable trial balance.

B. Scan the trial balance noting any unidentified obligor concentrations. Document if the Company is properly aggregating exposure among affiliated obligors and, if

Confidential

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C. more than one entity is originating the receivables, exposure among the various related entities. Note the process by which this aggregation is accomplished. Include a listing of the largest obligors with the report.

3. Credit File Review

A. Select a judgmental sample of 5 obligors and obtain the credit files. For the sample selected, test that the credit limit was appropriately authorized (as per the Company’s authorization matrix), a current review was completed, and that relevant documentation is on file per the Company’s policy.

4. Invoice Testing and Receivable Aging

A. Document through inquiry the company’s aging methodology (i.e., invoice/contract date versus due date, etc.) Include a description of the aging methodology in the report.

B. Judgmentally (from each division being tested) select 15 accounts/invoices from among the eligible aging categories on the selected aging report and perform the following procedures:

1) Test whether the accounts are being properly aged in accordance with the terms and methodology. Note any accounts that may be aged in a non-conforming manner.

2) Document any invoices noted which contain terms, such as terms of payment that would make the invoice ineligible to be included in the borrowing base. If so, document if the Company is properly excluding such invoices from the borrowing base.

3) For the invoices selected above, obtain the related documentation pertaining to purchase order, proof of shipment of goods or performance of services and payment/resolution. Document whether the invoices were issued either coincident with or subsequent to the shipment of goods or performance of services.

4) Prepare a listing of the accounts analyzed with an indication of the aging accuracy, the payment terms and reason for delinquency, if any.

5. Invoice Resolution

A. For the same 15 invoices selected in step 2 trace the amount owing through to final resolution (billing, aging, cash receipt and application against the invoice or write off/collection efforts).

6. Delinquent Obligors

A. Obtain form Management a listing of the top 15 invoices aged greater than 60 days from original due date and report the reason for non-payment and action taken, if such information is available in the credit file, or report that such information was not available.

Confidential

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7. Write-Offs

A. Obtain an understanding of the method used to write-off uncollectible accounts (i.e. direct method or allowance method).

B. Obtain a list of the write-offs in the time periods subject to testing and present a reconciliation to the write-offs per the respective AR rollforwards and the general ledger.

C. Obtain a list of the 10 largest write offs in the 12 months prior to September 2008. The results of testing should be documented in a table which lists the following items: Customer name, invoice number, invoice amount, invoice date, date of write-off, average age of the receivables at the time of write-off and reason for write-off, if available. Also report compliance with the Servicer’s procedures, including proper authorization per the Company’s policy and procedures.

8. Dilutions

A. Judgmentally select a sample of 30 recent credit memos for the time periods subject to testing and prepare a table outlining the nature of the credit memos.

B. For each credit memo selected in the sample, record the related invoice date, credit memo issuance date and rebill date (as applicable). Describe the method by which credits are aged in the AR.

C. Calculate and report the simple and weighted average (weighted by dollar value) dilution horizons. The dilution horizon is defined as the number of days between the original invoice date and credit memo issuance date.

D. Document the Servicer’s procedures for identifying non-cash credits to AR for purposes of the monthly accounts receivable rollforward, and test the adequacy of such procedures using the Analysis Report tested in the procedures outlined above.

E. Document how rebills are reflected in the AR rollforward and whether rebills result in the reaging of receivables.

9. Rebates

A. Discuss with management the existence of any rebate programs. Obtain evidence of any current accruals for rebate programs and calculate the aggregate amount of such accruals. Inquire how rebates are paid (e.g. by separate payments or by offsetting against accounts receivable). Document any discussions.

10. Contras

A. Discuss with management any offset practices and document your findings. Specifically discuss any obligors that are also vendors, and document the treatment of respective payable amounts for the purposes of the securitization program.

11. Collection Methodology & Cash Application

A. Document how partially paid, unapplied and unidentified cash is processed by and whether such procedures result in reaging accounts receivable.

B. Obtain a current listing of the lockbox account(s) and concentration/depository account(s) into which collections on purchased receivables are deposited. Attach this listing as an exhibit to the report.

Confidential

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C. For the time periods subject to testing, obtain from Management a table summarizing collections by method of receipt, in a format similar to the one shown below:

METHOD OF RECEIPT	[ MONTH] ($000’s)	%
Obligor mailed/sent payment directly to a lockbox	$
Electronic payments (ACH/wire) to a account
Other (describe)
Total Deposits related to Collections per Bank Statement(s)	$	100	%
Total Collections per Monthly Report
Difference (ask Management for an explanation of significant causes of the difference, if any)

12. Daily Balances

A. Obtain and attach, if available, daily accounts receivable balances for the most recent month subject to testing. Otherwise, obtain and attach daily sales and collection information for a recent month. Prepare a chart summarizing the data.

13. Internal Audit

A. Provide a brief overview of the internal audit department including, number of personnel / planned changes and co-sourcing relationships.

B. Inquire if the internal auditors have performed any reviews of credit, receivables, systems or other areas related to receivables in the 12 months ended September 2008. Obtain a copy of the internal audit reports, as applicable and document internal audit findings and Management responses.

C. If no internal audits were completed in the last 12 months relating to credit, receivables, systems or other areas related to receivables, inquire when such internal audits are scheduled. If no internal audits are scheduled, inquire why.

Confidential

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Exhibit K

Form of Compliance Certificate

To: Bank of America, National Association, as Agent

This Compliance Certificate (the ‘Certificate”) is furnished pursuant to Section 6.1(a)(iii) of that certain Transfer and Administration Agreement dated as of March 3, 2009 as it may be amended or otherwise modified from time to time (as so amended or modified, the “ Agreement ”) 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 institutions from time to time parties hereto as Alternate Investors. Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am the duly elected [president] [treasurer] of the [SPV] [Performance Guarantor].

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the SPV and Performance Guarantor during the accounting period covered by the attached financial statements.

3. The examinations described in Paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Termination Event or Potential Termination Event during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth in Paragraph 5 below.

4. Schedule I attached hereto sets forth financial data and computations evidencing the compliance with certain covenants of the Agreement, including the financial covenants in Section 6.3 of the Agreement, all of which data and computations are true, complete and correct and have been prepared in accordance with GAAP.

5. Described below are the exceptions, if any, to Paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the

K - 1

SPV or the Performance Guarantor has taken, is taking, or proposes to take with respect to each such condition or event:

6. [add for SPV certification: As of the date hereof, the jurisdiction of organization of the SPV is the State of Illinois, the place where the SPV is “located” for the purposes of Section 9-307 of the UCC is the State of Illinois, and the SPV has not changed its jurisdiction of organization or its “location” for the purposes of Section 9-307 of the UCC since the date of the original Agreement.]

	[SPV] [Performance Guarantor]

	By:
	Name:
	Title:

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SCHEDULE I TO COMPLIANCE CERTIFICATE

A. Schedule of Compliance as of , with Section of the Agreement.

This schedule relates to the fiscal year ended:

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Exhibit 10.5

EXECUTION COPY

RECEIVABLES PURCHASE AGREEMENT

by and between

UNITED STATIONERS FINANCIAL SERVICES LLC ,

as Seller

and

UNITED STATIONERS RECEIVABLES, LLC ,

as Purchaser

Dated as of March 3, 2009

Table of Contents

		Page

Article I Definitions		1
Section 1.1	Definitions	1
Section 1.2	Other Terms	3
Section 1.3	Computation of Time Periods	3

Article II Purchase, Conveyance and Servicing of Receivables		3
Section 2.1	Sale	3
Section 2.2	Servicing of Receivables	4

Article III Consideration and Payment; Receivables		4
Section 3.1	Conveyance Amount	4
Section 3.2	Payment of Conveyance Amount	5
Section 3.3	Settlement	6

Article IV Representations and Warranties		6
Section 4.1	Seller’s Representations and Warranties	6

Article V Covenants of the Seller		10
Section 5.1	Covenants of the Seller	10

Article VI Repurchase Obligation		13
Section 6.1	Mandatory Repurchase	13
Section 6.2	No Recourse	13

Article VII Conditions Precedent		13
Section 7.1	Conditions to the Purchaser’s Obligations Regarding Receivables	13

Article VIII Term and Termination		14
Section 8.1	Term	14
Section 8.2	Effect of Purchase Termination Date	14

Article IX Indemnification		15
Section 9.1	Indemnities by the Seller	15

Article X Miscellaneous Provisions		15
Section 10.1	Amendment	15
Section 10.2	GOVERNING LAW; Submission to Jurisdiction	15
Section 10.3	Notices	16
Section 10.4	Severability of Provisions	17
Section 10.5	Assignment	17
Section 10.6	Further Assurances	17
Section 10.7	No Waiver; Cumulative Remedies	17

Section 10.8	Counterparts	17
Section 10.9	Binding Effect; Third-Party Beneficiaries	18
Section 10.10	Merger and Integration	18
Section 10.11	Headings	18
Section 10.12	Exhibits	18

Exhibits

Exhibit A	Form of Subordinated Note
Exhibit B	Credit and Collection Policy

Schedules

Schedule 4.1(g)		List of Actions and Suits
Schedule 4.1(i)		Names, Jurisdictions of Formation, Type of Entity and Locations of Certain Offices and Records
Schedule 4.1(j)		List of Subsidiaries, Divisions and Tradenames; FEIN
Schedule 4.1(p)		List of Blocked Account Banks and Blocked Accounts

RECEIVABLES PURCHASE AGREEMENT

This RECEIVABLES PURCHASE AGREEMENT, dated as of March 3, 2009 (as amended, supplemented or otherwise modified and in effect from time to time, this “ Agreement ”), between UNITED STATIONERS FINANCIAL SERVICES, LLC , an Illinois limited liability company, as seller (the “ Seller ”) and UNITED STATIONERS RECEIVABLES, LLC , an Illinois limited liability company, as purchaser (the “ Purchaser ”).

W I T N E S S E T H :

WHEREAS, the Purchaser desires to purchase from the Seller from time to time certain accounts receivable both currently existing and hereafter generated in the normal course of the Seller’s or the Originator’s business pursuant to written agreements or with invoices on open accounts;

WHEREAS, the Seller desires to sell and assign from time to time such certain accounts receivable to the Purchaser upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by and between the Purchaser and the Seller as follows:

Article I

Definitions

Section 1.1 Definitions .

All capitalized terms used herein shall have the meanings specified herein or, if not so specified, the meaning specified in, or incorporated by reference into, the Transfer Agreement (as defined below), and shall include in the singular number the plural and in the plural number the singular:

Advance : As defined in Section 3.2(a) .

Advance Limit : As defined in Section 3.2(a) .

Conveyance Amount : As defined in Section 3.1 hereof.

Discount Purchase Percentage : A percentage determined by the Purchaser and the Seller from time to time (but at least on a quarterly basis).

Eligible Receivable : As defined in the Transfer Agreement.

Investment Company Act : The Investment Company Act of 1940, as amended.

Net Worth : At any time, the excess, if any, of (a) the aggregate Unpaid Balances of the Receivables at such time, plus all cash Collections, if any, on deposit in the Blocked Accounts and/or the Collection Account at such time to the extent such amounts are available for and applicable to the payment of Net Investment, over (b) the sum of (i) the Net Investment outstanding at such time, (ii) the aggregate outstanding amount of Advances (including any Advance to be made on the date of determination), (iii) the Servicing Fee Reserve and (iv) the Yield Reserve.

Originator : United Stationers Supply Co., an Illinois corporation.

Prime Rate : On any day, the rate of interest equal to the U.S. Prime Rate published in the “Money Rates” section of the Wall Street Journal (National Edition) on such day.

Purchase Termination Date : As defined in Section 8.1 hereof.

Purchaser : United Stationers Receivables, LLC, an Illinois limited liability company, and its successors and assigns.

Receivables Sale Agreement : The Receivables Sale Agreement, dated March 3, 2009, by and between the Originator and the Seller, as such agreement may be amended, modified or supplemented from time to time.

Related Security : As defined in the Transfer Agreement.

Relevant UCC : The Uniform Commercial Code as in effect in the States of New York or Illinois, as applicable.

Required Capital Amount : As of any date of determination, an amount equal to 10% of the aggregate Unpaid Balance of Receivables.

Securities Exchange Act : The Securities Exchange Act of 1934, as amended.

Secured Obligations : As defined in Section 2.1(d) hereof.

Seller : United Stationers Financial Services, LLC, an Illinois limited liability company, and its successors and assigns.

Subordinated Note : As defined in Section 3.2(a) .

Transfer Agreement : The Transfer and Administration Agreement, dated as of March 3, 2009, by and among the Purchaser, the Originator, the Servicer, the Seller, the Class Agents, the Agent and the Investors, as such agreement may be amended, modified or supplemented from time to time.

Section 1.2 Other Terms .

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles. All terms used in Article 9 of the Relevant UCC, and not specifically defined herein, are used herein as defined in such Article 9.

Section 1.3 Computation of Time Periods .

Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

Article II

Purchase, Conveyance and Servicing of Receivables

Section 2.1 Sale .

(a) Upon the terms and subject to the conditions set forth herein, the Seller hereby sells, conveys, transfers and absolutely assigns to the Purchaser, and the Purchaser hereby accepts such sale, conveyance, transfer and absolute assignment from the Seller, on the terms and subject to the conditions specifically set forth herein, of all of the Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under all Receivables and the Related Security, Collections and proceeds relating thereto, provided that the Purchase Termination Date has not occurred. Any such foregoing sale, assignment, transfer and conveyance does not constitute an assumption by the Purchaser of any obligations of the Seller or any other Person to Obligors or to any other Person in connection with such Receivables and the Related Security, Collections and proceeds relating thereto or other agreement and instrument relating thereto. On the date hereof and on each Business Day thereafter to, but including the Purchase Termination Date, the Seller shall transfer to the Purchaser, in accordance with the second preceding sentence, all Receivables then owned by the Seller.

(b) In connection with any such foregoing sale, the Seller agrees to record and file on or prior to the Closing Date, at its own expense, a financing statement or statements with respect to the Receivables and the other property described in Section 2.1(a) sold and to be sold by the Seller hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and protect the interests of the Purchaser created hereby under the Relevant UCC against all creditors of and purchasers from the Seller, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to the Purchaser on the Closing Date.

(c) The Seller agrees that from time to time, at its expense, it will promptly authenticate and deliver all instruments and documents and take all actions as may be necessary or as the Purchaser may reasonably request in order to perfect or protect the interest of the Purchaser in the Receivables and other property purchased from the Seller hereunder or to enable the Purchaser to exercise or enforce any of its rights hereunder. Without limiting the foregoing, the Seller will, in order to accurately reflect any purchase and sale transaction, authenticate and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant hereto) as may be requested by the Purchaser, and upon the request of the

Purchaser, mark its master data processing records and other documents with a legend describing the purchase by the Purchaser of Receivables and the subsequent transfer thereof pursuant to the Transfer Agreement and stating “An interest in these accounts receivable has been conveyed to Bank of America, National Association, as agent for the benefit of certain investors, pursuant to a Transfer Agreement dated as of March 3, 2009.” The Seller shall, upon request of the Purchaser, obtain such additional search reports as the Purchaser shall reasonably request. To the fullest extent permitted by applicable law, the Purchaser shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the Seller’s signature. A reproduction of this Agreement or any financing statement shall be sufficient as a financing statement.

(d) It is the express intent of the Seller and the Purchaser that any conveyance of Receivables by the Seller to the Purchaser pursuant to this Agreement be construed as a sale of such Receivables by the Seller to the Purchaser. Further, it is not the intention of the Seller and the Purchaser that such conveyance be deemed a grant of a security interest in any Receivables by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in case that, notwithstanding the intent of the parties, any Receivables conveyed hereunder are construed to constitute property of the Seller, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the Relevant UCC; and (ii) the conveyance by the Seller provided for in this Agreement shall be deemed to be, and the Seller hereby grants to the Purchaser, a security interest in, to and under all of the Seller’s right, title and interest in, to and under all Receivables, the Related Security, Collections and the proceeds thereof conveyed by the Seller to the Purchaser, to secure the rights of the Purchaser set forth in this Agreement or as may be determined in connection therewith by applicable law (collectively, the “ Secured Obligations ”). The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in, and not a sale of, Receivables, such security interest would be deemed to be a perfected security interest in favor of the Purchaser under applicable law and will be maintained as such throughout the term of this Agreement.

Section 2.2 Servicing of Receivables .

The servicing, administering and collection of the Receivables and the Related Security, Collections and proceeds thereof conveyed hereunder shall be conducted by the Servicer as set forth and in accordance with the Transfer Agreement. The Purchaser hereby appoints the Servicer as its agent to enforce the Purchaser’s rights and interests in, to and under the Receivables, the Related Security, Collections and proceeds with respect thereto.

Article III

Consideration and Payment; Receivables

Section 3.1 Conveyance Amount .

(a) The consideration for any Receivable and the Related Security, Collections and proceeds thereof conveyed, transferred and assigned to the Purchaser by the Seller under this Agreement shall be a dollar amount equal to the product of (i) the aggregate Unpaid Balance of

the Receivables sold pursuant to such conveyance, and (ii) the Discount Purchase Percentage at such time (the “ Conveyance Amount ”).

Section 3.2 Payment of Conveyance Amount .

(a) (x) The Conveyance Amount for any Receivables and related property conveyed hereunder shall be paid in the following manner: (i) by payment of cash in immediately available funds, or (ii) if Purchaser does not have sufficient cash to pay the Conveyance Amount owed to the Seller, by means of an advance under the Subordinated Note owed to the Seller (each such advance and any other advance under the Subordinated Note, an “ Advance ”) and/or (y) all or a portion of any transfer of Receivables and the related Conveyance Amount may be made in the form of capital contributed by the Seller to Purchaser in the form of a contribution of the additional Receivables or (iii) any combination of the foregoing, as determined by the Seller and the Purchaser at such time. In the event the Purchaser does not have sufficient cash to pay the Conveyance Amount owed to the Seller due on any sale date and the Seller is not willing to consent to the payment of such insufficiency by means of a capital contribution, such insufficiency shall be evidenced by the making of an Advance on such date of a purchase hereunder in an original principal amount equal to such cash shortfall owed to the Seller; provided , however , that the Seller shall not make an Advance to the Purchaser in an aggregate amount outstanding exceeding the lesser of (i) the remaining unpaid portion of such Conveyance Amount and (ii) the maximum Advance that could be made without rendering the Purchaser’s Net Worth less than the Required Capital Amount (the “ Advance Limit ”). All Advances made by the Seller to Purchaser shall be evidenced by a single subordinated note, duly executed on behalf of Purchaser, in substantially the form of Exhibit A annexed hereto, delivered and payable to the Seller in a principal amount equal to the Advance Limit (the “ Subordinated Note ”). The Seller is hereby authorized by the Purchaser to endorse on the schedule attached to the Subordinated Note (or a continuation of such schedule attached thereto and made a part thereof) an appropriate notation evidencing the date and amount of each Advance, as well as the date and amount of each payment with respect thereto; provided , however , that the failure of any Person to make such a notation shall not affect any obligations of Purchaser thereunder. Any such notation shall be conclusive and binding as to the date and amount of such Advance, or payment of principal or interest thereon, absent manifest error.

(b) The terms and conditions of the Subordinated Note and all Advances thereunder shall be as follows:

(i) Repayment of Advances . All amounts paid by the Purchaser with respect to the Advances shall be allocated first to the repayment of accrued interest until all such interest is paid, and then to the outstanding principal amount of the Advances. Subject to the provisions of this Agreement, the Purchaser may borrow, repay and reborrow Advances on and after the Closing Date and prior to the termination of this Agreement.

(ii) Interest . The Subordinated Note shall bear interest from its date on the outstanding principal balance thereof at a rate per annum equal to the Prime Rate in effect on the first Business Day of each month . Interest on each Advance shall be computed based on the number of days elapsed in a year of 360 days.

(iii) Sole and Exclusive Remedy/Subordination . The Purchaser shall be obligated to repay Advances to the Seller only to the extent of funds available to the Purchaser from Collections on Receivables and, to the extent that such payments are insufficient to pay all amounts owing to the Seller under the Subordinated Note, the Seller shall not have any claim against the Purchaser for such amounts and no further or additional recourse shall be available against the Purchaser. The Subordinated Note shall be fully subordinated to any rights of the Agent, the Class Agents, the Investors and their permitted assigns pursuant to the Transfer Agreement, and shall not evidence any rights in the Receivables.

(iv) Offsets, etc. The Purchaser may offset any amount due and owing by the Seller against any amount due and owing by Purchaser to the Seller under the terms of the Subordinated Note.

Section 3.3 Settlement .

(a) Dilutions . If on any day any Receivable becomes subject to any Dilution, the Seller shall be deemed to have received on such day a Collection of such Receivable in the amount of the Unpaid Balance (as determined immediately prior to such Dilution) of such Receivable (if such Receivable is canceled) or otherwise in the amount of such reduction.

(b) Payment of Deemed Collections . Not later than the Business Day immediately following the date on which the Seller is deemed to have received a Collection under this Section 3.3 , the Seller shall pay such amount of Deemed Collections to the Purchaser (i) prior to the Termination Date, in the following order: (a) first, by a reduction in Conveyance Amount paid by the Purchaser for new Receivables on such day, (b) second, by a reduction of the outstanding Advances, such reduction to occur once per month, and (c) third, by a cash payment in immediately available funds (or any combination of the foregoing as reasonably determined by the Seller and the SPV at such time); and (ii) following the Termination Date, by a cash payment, in immediately available funds.

Article IV

Representations and Warranties

Section 4.1 Seller’s Representations and Warranties .

The Seller represents and warrants to the Purchaser, the Agent, the Class Agents, and the Investors, as to itself, that, on the Closing Date and on each date that Receivables are transferred by it pursuant to Section 2.1 :

(a) Corporate Existence and Power . It (i) is a limited liability company duly organized, validly existing and in good standing under the laws of Illinois, which is its sole jurisdiction of formation, (ii) has all corporate power and all licenses, authorizations, consents and approvals of all Official Bodies required to carry on its business in each jurisdiction in which its business is now and proposed to be conducted (except where the failure to have any such licenses, authorizations, consents and approvals would not individually or in the aggregate have a Material Adverse Effect) and (iii) is duly qualified to do business and is in good standing in

every other jurisdiction in which the nature of its business requires it to be so qualified, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

(b) Corporate and Governmental Authorization; Contravention . The execution, delivery and performance by it of this Agreement and the other Transaction Documents to which it is a party are (i) within the its organizational powers, (ii) have been duly authorized by all necessary organizational action, (iii) require no action by or in respect of, or filing with, any Official Body or official thereof (except as contemplated by Sections 5.1(f), 5.1(g) and 7.7 of the Transfer Agreement, all of which have been (or as of the Closing Date will have been) duly made and in full force and effect), (iv) do not contravene or constitute a default under (A) its organizational documents, (B) any Law applicable to it, (C) any contractual restriction binding on or affecting it or its property or (D) any order, writ, judgment, award, injunction, decree or other instrument binding on or affecting it or its property, or (v) result in the creation or imposition of any Adverse Claim upon or with respect to its property or the property of any of its Subsidiaries (except as contemplated hereby), for purposes of clause (iv) hereof except to the extent such failure would not be reasonably expected to have a Material Adverse Effect.

(c) Binding Effect . Each of this Agreement and the other Transaction Documents to which it is a party has been duly executed and delivered and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally.

(d) Perfection . It is the owner of all of the Receivables and the other Affected Assets, free and clear of all Adverse Claims (other than any Adverse Claim arising hereunder) and upon the making of the initial sale to the Purchaser on the Closing Date and at all times thereafter until the Final Payout Date, all financing statements and other documents required to be recorded or filed in order to perfect and protect the interest of the Purchaser in the Asset Interest against all creditors of and purchasers from the Seller will have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full.

(e) Accuracy of Information . All information heretofore furnished by it to the Purchaser, any Investor, any Class Agent or the Agent for purposes of or in connection with this Agreement or any Transaction Document or any transaction contemplated thereby, taken as a whole, is, and all such information hereafter furnished by it to the Purchaser, any Investor, any Class Agent or the Agent will be, true, complete and accurate in every material respect, on the date such information is stated or certified, and no such item contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

(f) Tax Status . It has (i) timely filed all tax returns (federal, state and local) required to be filed, (ii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges except with respect to clauses (i) and (ii), for taxes which are being

contested in good faith and for which appropriate reserves are maintained in accordance with GAAP.

(g) Action, Suits . It is not in violation of any order of any Official Body or arbitrator, except where such violation would not be reasonably expected to have a Material Adverse Effect. Except as set forth on Schedule 4.1(g) , there are no actions, suits, litigation or proceedings pending, or to its knowledge, threatened, against or affecting it or any of its Affiliates or their respective properties, in or before any Official Body or arbitrator, which may, individually or in the aggregate, have a Material Adverse Effect on the Seller.

(h) Use of Proceeds . No proceeds of any sale hereunder will be used by it (i) to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, (ii) to acquire any equity security of a class which is registered pursuant to Section 12 of such act or (iii) for any other purpose that violates applicable Law, including Regulations U or X of the Federal Reserve Board.

(i) Name, Jurisdiction of Formation, Type of Entity, Principal Place of Business; Chief Executive Office; Location of Records . Its name (as indicated on the public record of its jurisdiction of formation), jurisdiction of formation, type of entity, principal place of business (currently and for the five (5) year period ending on the Closing Date), chief executive office (currently and for the five (5) year period ending on the Closing Date) and the offices where it keeps all its Records, are set forth on Schedule 4.1(i) .

(j) Subsidiaries; Tradenames, Etc. As of the Closing Date: (i) it has only the Subsidiaries and divisions listed on Schedule 4.1(j) ; and (ii) it has, within the last five (5) years, operated only under the tradenames identified in Schedule 4.1(j) , and, within the last five (5) years, has not changed its name, merged with or into or consolidated with any other Person or been the subject of any proceeding under the Bankruptcy Code, except as disclosed in Schedule 4.1(j) . Schedule 4.1(j) also lists the correct Federal Employer Identification Number of the Seller.

(k) Good Title . Upon each sale, assignment and transfer of Receivables and the Related Security, Collections and the proceeds thereof by the Seller to the Purchaser hereunder, the Purchaser shall acquire a valid and enforceable perfected first priority ownership interest in each Receivable and the Related Security, Collections and the proceeds thereof that exist on the date of such transfer, with respect thereto, free and clear of any Adverse Claim.

(l) Nature of Receivables . Each Receivable (i) represented by it to be an Eligible Receivable in any Servicer Report or other report delivered pursuant to Section 2.8 of the Transfer Agreement or (ii) included in the calculation of the Net Pool Balance, in either case, satisfied on the date of purchase or contribution hereunder, the definition of “Eligible Receivable” set forth herein.

(m) Credit and Collection Policy . Since February 2, 2009, there have been no material changes in the Credit and Collection Policy other than in accordance with this Agreement. It has at all times complied with the Credit and Collection Policy in all material respects with regard to each Receivable.

(n) Not an Investment Company or Holding Company . It is not, and is not controlled by, an “investment company” within the meaning of the Investment Company Act of 1940, or is exempt from all provisions of such act.

(o) ERISA . Each employee benefit plan sponsored, maintained or contributed to by it or any ERISA Affiliate which plan is tax qualified under Section 401(a) of the Code is in compliance in all respects with the applicable provisions of ERISA, the Code and any regulations and published interpretations thereunder or, if not, any such non-compliance does not have a Material Adverse Effect. Neither it nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability to the Pension Benefit Guaranty Corporation under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA) that would have a Material Adverse Effect. Neither it nor any ERISA Affiliate sponsors, maintains, makes contributions to, is obligated to make contributions to, or, during the preceding six (6) plan years, has made or been obligated to make contributions to, a Multiemployer Plan.

(p) Blocked Accounts . The names and addresses of all the Blocked Account Banks, together with the account numbers of the Blocked Accounts at such Blocked Account Banks, are specified in Schedule 4.1(p) (or at such other Blocked Account Banks and/or with such other Blocked Accounts as have been notified to the Class Agents and the Collateral Agent and for which Blocked Account Agreements have been executed in accordance with Section 7.3 of the Transfer Agreement and delivered to the Agent). All Blocked Accounts not maintained at, and in the name of the Agent, are subject to Blocked Account Agreements. All Obligors have been instructed to make payment to a Blocked Account and only Collections are deposited into the Blocked Accounts.

(q) Bulk Sales . No transaction contemplated hereby or by the Receivables Sale Agreement requires compliance with any bulk sales act or similar law.

(r) Discount Purchase Percentage . The then-current Discount Percentage reflects a fair value discount and reasonably equivalent value for the Receivables and the Related Security, Collections and proceeds thereof.

(s) On each date that Receivables are conveyed hereunder, the Seller, by accepting the proceeds of such conveyance, shall be deemed to have certified that all representations and warranties described in this Section 4.1 are true and correct on and as of such day as though made on and as of such day. The representations and warranties set forth in this Section 4.1 shall survive the conveyance of Receivables to the Purchaser, and termination of the rights and obligations of the Purchaser and the Seller under this Agreement. Upon discovery by the Purchaser or the Seller of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other within three (3) Business Days of such discovery.

Article V

Covenants of the Seller

Section 5.1 Covenants of the Seller .

At all times from the date hereof to the Final Payout Date, unless the Purchaser shall otherwise consent in writing:

(a) Conduct of Business; Ownership . The Seller shall carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and do all things necessary to remain duly organized, validly existing and in good standing as a domestic limited liability company in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

(b) Compliance with Laws, Etc . The Seller shall comply in all material respects with all Laws to which it or its respective properties may be subject and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges.

(c) Furnishing of Information and Inspection of Records . The Seller shall furnish to the Purchaser from time to time such information with respect to the Affected Assets as the Purchaser may reasonably request, including listings identifying the Obligor and the Unpaid Balance for each Receivable available to the Servicer in accordance with its then current accounts receivable system without the Servicer manually preparing such reports. The Seller shall, at any time and from time to time during regular business hours, as reasonably requested with reasonable prior notice by the Purchaser, permit the Purchaser, or its agents or representatives, (i) to examine and make copies of and take abstracts from all books, records and documents (including applicable computer systems following a Potential Termination Event or Termination Event) relating to the Receivables or other Affected Assets, including the related Contracts and (ii) to visit the offices and properties of the Seller for the purpose of examining such materials described in clause (i) , and to discuss matters relating to the Affected Assets or Seller’s performance hereunder, under the Contracts and under the other Transaction Documents to which such Person is a party with any of the officers, directors, managers, employees or independent public accountants of the Seller, having knowledge of such matters; provided, however that the Seller shall only be responsible for the costs and expenses associated with one such review per year unless a Termination Event or Potential Termination Event has occurred.

(d) Keeping of Records and Books of Account . The Seller shall maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain, all documents, books, computer tapes, disks, records and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Seller shall give the Purchaser prompt notice of any material change in its administrative and operating procedures referred to in the previous sentence.

(e) Performance and Compliance with Receivables and Contracts and Credit and Collection Policy . The Seller shall, (i) at its own expense, timely and fully perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables; and (ii) timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

(f) Notice of Agent’s Interest . In the event that the Seller shall sell or otherwise transfer any interest in accounts receivable or any other financial assets (other than as contemplated by the Transaction Documents), any computer tapes or files or other documents or instruments provided by the Servicer in connection with any such sale or transfer shall disclose the Purchaser’s ownership of the Receivables and the Agent’s interest therein.

(g) Collections . The Seller shall instruct all Obligors to cause all Collections to be deposited directly to a Blocked Account or to post office boxes to which only Blocked Account Banks have access and shall cause all items and amounts relating to such Collections received in such post office boxes to be removed and deposited into a Blocked Account on a daily basis.

(h) Collections Received . The Seller shall hold in trust, and deposit, immediately, but in any event not later than two (2) Business Days of its receipt thereof, to a Blocked Account or, if required by Section 2.9 of the Transfer Agreement, to the Collection Account, all Collections received by it from time to time.

(i) Blocked Accounts . Each Blocked Account shall at all times be subject to a Blocked Account Agreement.

(j) Sale Treatment . The Seller shall not book or otherwise treat (other than for tax or accounting purposes) the transactions contemplated by this Agreement in any manner other than as a sale of the Receivables and Related Security by the Seller to the Purchaser. In addition, the Seller shall disclose (in a footnote or otherwise) in all of its financial statements (including any such financial statements consolidated with any other Persons’ financial statements) the existence and nature of the transaction contemplated hereby and the interest of the Purchaser, in the Affected Assets.

(k) Separate Business; Nonconsolidation . The Seller shall not conduct its affairs in any manner which is inconsistent with the provisions of Section 4.1(x) of the Transfer Agreement.

(l) Ownership Interest, Etc. The Seller shall, at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable ownership or security interest in the Receivables, the Related Security and proceeds with respect thereto, and a first priority perfected security interest in the Affected Assets, in each case free and clear of any Adverse Claim, in favor of the Purchaser, including taking such action to perfect, protect or more fully evidence the interest of the Purchaser, as the Purchaser may reasonably request.

(m) No Sales, Liens, Etc . (i) Except as otherwise provided herein and in the Transaction Documents, the Seller shall not nor shall it permit any of its Subsidiaries to, sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any

Adverse Claim upon (or the filing of any financing statement) or with respect to (A) any of the Affected Assets, or (B) any inventory or goods, the sale of which may give rise to a Receivable, or assign any right to receive income in respect thereof (except to the extent the Receivables have been excluded or otherwise excepted or released from such transaction on or before the date such Receivables are transferred by the Seller) and (ii) the Seller shall not sell, transfer or otherwise dispose of any Receivable to any Person other than the Purchaser or as otherwise expressly provided for in the Transaction Documents.

(n) No Extension or Amendment of Receivables . Except in its capacity as Servicer and as permitted under Section 7.2 of the Transfer Agreement, the Seller shall not extend, amend or otherwise modify the terms of any Receivable, or amend, modify or waive any term or condition of any Contract related thereto.

(o) No Change in Business or Credit and Collection Policy . The Seller shall not make any change in the character of its business or in the Credit and Collection Policy, which change would, in either case, have a Material Adverse Effect.

(p) Change in Payment Instructions to Obligors . The Seller shall not add or terminate any bank as a Blocked Account Bank or any account as a Blocked Account to or from those listed in Schedule 4.1(p) or make any change in its instructions to Obligors regarding payments to be made to any Blocked Account, unless (i) such instructions are to deposit such payments to another existing Blocked Account or to the Collection Account or (ii) the Agent shall have received written notice of such addition, termination or change at least thirty (30) days prior thereto and the Agent shall have received a Blocked Account Agreement executed by each new Blocked Account Bank or an existing Blocked Account Bank with respect to each new Blocked Account, as applicable.

(q) Deposits to Lock-Box Accounts . The Seller shall not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Blocked Account or the Collection Account, cash or cash proceeds other than Collections.

(r) Change of Name, Etc. The Seller shall not change its name, identity or structure (including by merger), its jurisdiction of formation or the location of its chief executive office or any other change which could render any UCC financing statement filed in connection with this Agreement or any other Transaction Document to become “seriously misleading” under the UCC, unless at least thirty (30) days prior to the effective date of any such change the Seller delivers to the Purchaser (i) such documents, instruments or agreements, executed by the Seller as are necessary to reflect such change and to continue the perfection of the Purchaser’s ownership interests or security interests in the Affected Assets, including an opinion of counsel that after giving effect to such change, the Purchaser’s interest in the Receivables and the Related Security shall continue unaffected by such change and (ii) new or revised Blocked Account Agreements executed by the Blocked Account Banks which reflect such change and enable the Agent to continue to exercise its rights contained in Section 7.3 of the Transfer Agreement.

(s) Sale Treatment . The Seller agrees to treat this conveyance for all purposes (including, without limitation, tax and financial accounting purposes) as a sale and, to the extent any such reporting is required, shall report the transactions contemplated by this Agreement on

all relevant books, records, tax returns, financial statements and other applicable documents as a sale of Receivables to the Purchaser.

(t) Performance and Compliance with Receivables . The Seller at its expense will timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Receivables.

(u) Indemnification . The Seller agrees to indemnify, defend and hold the Purchaser harmless from and against any and all loss, liability, damage, judgment, claim, deficiency, or expense (including interest, penalties, reasonable attorneys’ fees and amounts paid in settlement) to which the Purchaser or any assignee thereof may become subject insofar as such loss, liability, damage, judgment, claim, deficiency, or expense arises out of or is based upon a breach by the Seller of its representations, warranties and covenants contained herein, or any information certified in any schedule or certificate delivered by the Seller hereunder, being untrue in any material respect at any time. The obligations of the Seller under this Section 5.1(u) shall be considered to have been relied upon by the Purchaser, the Agent, the Class Agents and the Investors and shall survive the execution, delivery, performance and termination of this Agreement, regardless of any investigation made by, or on behalf of, the Purchaser, the Agent, any Class Agent or any Investor.

Article VI

Repurchase Obligation

Section 6.1 Mandatory Repurchase .

The Seller agrees to repurchase from the SPV any Receivables sold by it hereunder if the SPV notifies the Seller that, as of the related date of purchase of such Receivable, there existed a material breach on the date of purchase thereof, of any representation or warranty made or deemed made with respect to such a Receivable pursuant to Article IV and the Seller shall fail to cure such breach within ten (10) Business Days of such notice. The repurchase price shall be paid by the Seller to the SPV in immediately available funds on such tenth (10 th ) Business Day in an amount equal to the Unpaid Balance of each Receivable repurchased.

Section 6.2 No Recourse .

Except as otherwise provided in this Agreement, the purchase and sale of Receivables under this Agreement shall be without recourse to the Seller.

Article VII

Conditions Precedent

Section 7.1 Conditions to the Purchaser’s Obligations Regarding Receivables .

The obligations of the Purchaser to purchase any Receivables on any sale date shall be subject to the satisfaction of the following conditions:

(a) All representations and warranties of the Seller contained in this Agreement shall be true and correct on each sale date with the same effect as though such representations and warranties had been made on such date;

(b) All information concerning any Receivables provided to the Purchaser shall be true and correct in all material respects as of any sale date;

(c) The Seller shall have substantially performed all other obligations required to be performed by the provisions of this Agreement;

(d) The Seller shall have filed or caused to be filed the financing statement(s) required to be filed pursuant to Section 2.1(b) ; and

(e) All corporate and legal proceedings and all instruments in connection with the transactions contemplated by this Agreement shall be satisfactory in form and substance to the Purchaser, and the Purchaser shall have received from the Seller copies of all documents (including, without limitation, records of corporate proceedings) relevant to the transactions herein contemplated as the Purchaser may reasonably have requested.

Article VIII

Term and Termination

Section 8.1 Term .

This Agreement shall commence as of the Closing Date and shall continue in full force and effect until the date following the earlier of (a) the date designated by the Purchaser or the Seller as the termination date at any time following sixty (60) day’s written notice to the other (with a copy thereof to the Agent), (b) the date on which the Termination Date occurs or is declared pursuant to Section 8.2 of the Transfer Agreement, (c) upon the occurrence of a Purchaser Termination Date under Section 8.1 of the Receivable Sale Agreement, (d) upon the occurrence of an Event of Bankruptcy with respect to either the Purchaser or the Seller, or (e) the date on which either the Purchaser or the Seller becomes unable for any reason to purchase or re-purchase any Receivable in accordance with the provisions of this Agreement or defaults on its obligations hereunder, which default continues unremedied for more than thirty (30) days after written notice (any such date being a “ Purchase Termination Date ”); provided , however , that the occurrence of the Purchase Termination Date pursuant to this Section 8.1 hereof shall not discharge any Person from any obligations incurred prior to the Purchase Termination Date, including, without limitation, any obligations to make any payments with respect to the interest of the Purchaser in any Receivable sold prior to the Purchase Termination Date.

Section 8.2 Effect of Purchase Termination Date .

Following the occurrence of the Purchase Termination Date pursuant to Section 8.1 hereof, the Seller shall not sell, and the Purchaser shall not purchase, any Receivables. No termination or rejection or failure to assume the executory obligations of this Agreement in any Event of Bankruptcy with respect to the Seller or the Purchaser shall be deemed to impair or affect the obligations pertaining to any executed sale or executed obligations, including, without

limitation, pre-termination breaches of representations and warranties by the Seller or the Purchaser. Without limiting the foregoing, prior to the Purchase Termination Date, the failure of the Seller to deliver computer records of any Receivables or any reports regarding any Receivables shall not render such transfer or obligation executory, nor shall the continued duties of the parties pursuant to Article V or Section 10.1 of this Agreement render an executed sale executory.

Article IX

Indemnification

Section 9.1 Indemnities by the Seller .

Without limiting any other rights which the Indemnified Party may have hereunder or under applicable Law, the Seller hereby agrees to indemnify the SPV and its respective officers, directors, employees, counsel, other agents, successors and assigns (collectively, “ Seller Indemnified Party ”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “ Seller Indemnified Amounts ”) awarded against or incurred by it in any action or proceeding between the Seller and the Seller Indemnified Party or between the Seller Indemnified Party and any third party or otherwise arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, of the Receivables, any Related Security or any interest therein or any of the other transactions contemplated hereby or thereby, excluding, however, (x) Seller Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Seller Indemnified Party, as finally determined by a court of competent jurisdiction, (y) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables or (z) Excluded Taxes.

Article X

Miscellaneous Provisions

Section 10.1 Amendment .

This Agreement and the rights and obligations of the parties hereunder may not be changed orally, but only by an instrument in writing signed by the Purchaser and the Seller and consented to in writing by the Agent. Any reconveyance executed in accordance with the provisions hereof shall not be considered amendments to this Agreement.

Section 10.2 GOVERNING LAW; Submission to Jurisdiction .

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(b) The parties hereto hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in The City of New York for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. Each party hereto hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Nothing in this Section 10.2 shall affect the right of the Purchaser to bring any other action or proceeding against the Seller or its property in the courts of other jurisdictions.

Section 10.3 Notices .

Except as provided below, all communications and notices provided for hereunder shall be in writing (including telecopy, facsimile or electronic transmission or similar writing) and shall be given to the other party at its address or telecopy number set forth below or at such other address or telecopy number as such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (a) if given by telecopy, when such telecopy is transmitted to the telecopy number specified in this Section 10.3 and confirmation is received, (b) if given by mail 3 Business Days following such posting, postage prepaid, U.S. certified or registered, (c) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, or (d) if given by any other means, when received at the address specified in this Section 10.3 .

(e)	in the case of the Purchaser:

	United Stationers Receivables, LLC
	One Parkway North Boulevard
	Deerfield, Illinois 60015-2559
	Telephone:	(847) 627-7000
	Facsimile:	(847) 627-7001

	with a copy to the Agent:

	Bank of America, National Association ,
	Bank of America Hearst Tower, 19th Floor
	Charlotte, North Carolina 28255
	Attention:	Banc of America Securities, LLC Global Asset Backed Securitization Group; Portfolio Management
	Telephone:	704/386 7922
	Facsimile:	704/388 9169

(f)	in the case of the Seller:

	United Stationers Financial Services, LLC
	One Parkway North Boulevard
	Deerfield, Illinois 60015-2559
	Telephone:	(847) 627-7000
	Facsimile:	(847) 627-7001

or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.

Section 10.4 Severability of Provisions .

If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

Section 10.5 Assignment .

This Agreement may not be assigned by the parties hereto, except that the Purchaser may assign its rights hereunder pursuant to the Transfer Agreement to the Agent, for the benefit of the Investors, and that the Conduit Investor may assign any or all of its rights to any Liquidity Provider or to a Conduit Assignee. The Purchaser hereby notifies (and the Seller hereby acknowledges that) the Purchaser, pursuant to the Transfer Agreement, has assigned its rights hereunder to the Agent. All rights of the Purchaser hereunder may be exercised by the Agent or its assignees, to the extent of their respective rights pursuant to such assignments.

Section 10.6 Further Assurances .

The Purchaser and the Seller agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other party more fully to effect the purposes of this Agreement, including, without limitation, the execution of any financing statements or continuation statements or equivalent documents relating to the Receivables conveyed hereunder for filing under the provisions of the Relevant UCC or other laws of any applicable jurisdiction.

Section 10.7 No Waiver; Cumulative Remedies .

No failure to exercise and no delay in exercising, on the part of the Purchaser, the Seller or the Agent, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privilege provided by law.

Section 10.8 Counterparts .

This Agreement may be executed in two or more counterparts including telecopy transmission thereof (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 10.9 Binding Effect; Third-Party Beneficiaries .

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. The Agent, on behalf of the Investors and its assignees, and any Liquidity Provider is intended by the parties hereto to be a third-party beneficiary of this Agreement.

Section 10.10 Merger and Integration .

Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein.

Section 10.11 Headings .

The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 10.12 Exhibits .

The schedules and exhibits referred to herein shall constitute a part of this Agreement and are incorporated into this Agreement for all purposes.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Purchaser and the Seller each have caused this Receivables Purchase Agreement to be duly executed by their respective officers as of the day and year first above written.

					UNITED STATIONERS FINANCIAL SERVICES, LLC , as Seller

					By:
					Name:
					Title:


					UNITED STATIONERS RECEIVABLES,
					LLC , as Purchaser

					By:
					Name:
					Title:


Acknowledged as of the date first above written:


BANK OF AMERICA, NATIONAL
ASSOCIATION , as Agent
By:
Name:
Title:

EXHIBIT A

FORM OF SUBORDINATED NOTE

[ · ], 200

FOR VALUE RECEIVED, the undersigned, [PURCHASER] , a corporation (the “ Maker ”), hereby promises to pay to the order of [SELLER] , (the “ Payee ”), on , or earlier as provided for in the Receivables Purchase Agreement dated as of the date hereof between the Maker and the Payee (as such agreement may from time to time be amended, supplemented or otherwise modified and in effect, the “ Receivables Purchase Agreement ”), the lesser of the principal sum of Three Hundred and Fifty Million Dollars ($350,000,000.00) or the aggregate unpaid principal amount of all Advances to the Maker from the Payee pursuant to the terms of the Receivables Purchase Agreement, in lawful money of the United States of America in immediately available funds, and to pay interest from the date thereof on the principal amount hereof from time to time outstanding, in like funds, at said office, at the rate per annum set forth in the Receivables Purchase Agreement and shall be payable in arrears on the first day of each January, April, July and October (or if any such day is not a Business Day, on the succeeding Business Day).

The Maker hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The non-exercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

All borrowings evidenced by this Subordinated Note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided , however , that the failure of the holder hereof to make such a notation or any error in such a notation shall not in any manner affect the obligation of the Maker to make payments of principal and interest in accordance with the terms of this Subordinated Note and the Receivables Purchase Agreement.

The Maker shall have the right to prepay and, subject to the limitations set forth in the Receivables Purchase Agreement, reborrow Advances made to it without penalty or premium.

This Subordinated Note is the Subordinated Note referred to in the Receivables Purchase Agreement, which, among other things, contains provisions for the subordination of this Subordinated Note to the rights of certain parties under the Transfer Agreement, all upon the terms and conditions therein specified.

A-1

This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

		[SELLER]

		By:
		Name:
		Title:

A-2

Advances and Payments

Date	Amount of Advance	Payments Principal/Interest	Unpaid Principal Balance of Note	Name of Person Making Notation

A-3

Exhibit B

Credit and Collection Policies and Practices

SCHEDULE 4.1(g)

List of Actions and Suits

None.

SCHEDULE 4.1(i)

Names, Jurisdictions of Formation, Type of Entity
and
Locations of Certain Offices and Records

United Stationers Financial Services LLC

Jurisdiction of formation: Illinois

Principal Place of Business: One Parkway North Blvd., Deerfield, Illinois

President: Victoria J. Reich

Location of Records: One Parkway North Blvd., Deerfield, Illinois

United Stationers Receivables, LLC

Jurisdiction of formation: Illinois

Principal Place of Business: One Parkway North Blvd., Deerfield, Illinois

President: Victoria J. Reich

Location of Records: One Parkway North Blvd., Deerfield, Illinois

SCHEDULE 4.1(j)

List of Subsidiaries, Divisions and Tradenames; FEIN

United Stationers Financial Services LLC

Subsidiaries:	USS Receivables Company, Ltd.

Divisions:	None

Tradenames:	None

Federal Employer Identification Number:		36-4428313

SCHEDULE 4.1(p)

List of Blocked Account Banks and Blocked Accounts

None.

Exhibit 10.6

ATTACHMENT A

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT is made and entered into as of the 22 nd day of July, 2005 (the “Agreement”), by and between United Stationers Inc., a Delaware corporation (the “Company”), the director or executive officer of the Company whose name appears on the signature page of this Agreement (“Indemnitee”), and for purposes of Section 9 only, United Stationers Supply Co., an Illinois corporation and wholly-owned subsidiary of the Company (“USSCO”).

WHEREAS, highly competent persons are becoming more reluctant to serve publicly-held corporations as directors or executive officers or in other capacities unless they are provided with reasonable protection through insurance or indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporations.

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the Company should act to assure its directors and executive officers that there will be increased certainty of such protection in the future.

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified.

WHEREAS, Indemnitee is willing to serve, to continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.

WHEREAS, in consideration of the benefits received and to be received by the Company in connection with actions taken and to be taken by the Board and by the officers of the Company, the Company has determined that it is in the best interest of the Company for the reasons set forth above to be a party to this Agreement and to provide indemnification to the directors and executive officers of the Company in connection with their service to and activities on behalf of the Company and its subsidiaries.

WHEREAS, the Company acknowledges that for purposes of this Agreement the directors and executive officers of the Company who enter into this Agreement are serving in such capacities at the request of the Company.

WHEREAS, the Company further acknowledges that such directors and executive officers are willing to serve, to continue to serve and to take on additional service for or on behalf of the Company, thereby benefiting the Company and its subsidiaries, on the condition that the Company enter into, and provide indemnification pursuant to, this Agreement.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1. Definitions .

(a) For purposes of this Agreement:

(i) “Affiliate” shall mean any corporation, partnership, joint venture, trust or other enterprise in respect of which Indemnitee is or was or will be serving directly or indirectly at the request of the Company.

(ii) “Disinterested Director” shall mean a director of the Company who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Indemnitee.

(iii) “Expenses” shall include all reasonable attorneys’ fees and costs, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses incurred in connection with asserting or defending claims.

(iv) “Independent Counsel” shall mean a law firm or lawyer that neither is presently nor in the past calendar year has been retained to represent: (i) the Company or Indemnitee in any matter material to any such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder in any matter material to such other party. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any law firm or person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing any of the Company or Indemnitee in an action to determine Indemnitee’s right to indemnification under this Agreement. All Expenses of the Independent Counsel incurred in connection with acting pursuant to this Agreement shall be borne by the Company.

(v) “Losses” shall mean all liabilities, losses and claims (including judgments, fines, penalties and amounts to be paid in settlement) incurred in connection with any Proceeding.

(vi) “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative.

2. Service by Indemnitee . Indemnitee agrees to begin or continue to serve the Company or any Affiliate as a director or an executive officer. Notwithstanding anything contained herein, this Agreement shall not create a contract of employment between the Company and Indemnitee, and the termination of Indemnitee’s relationship with the Company or an Affiliate by either party hereto shall not be restricted by this Agreement.

3. Indemnification . The Company agrees to indemnify Indemnitee for, and hold Indemnitee harmless from and against, any Losses or Expenses at any time incurred by or assessed

against Indemnitee arising out of or in connection with the service of Indemnitee as a director or an executive officer of the Company or in any capacity for an Affiliate at the request of the Company (collectively referred to as a “Director or an Officer of the Company”) to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification. Without diminishing the scope of the indemnification provided by this Section 3, the rights of indemnification of Indemnitee provided hereunder shall include but shall not be limited to those rights set forth hereinafter.

4. Action or Proceeding Other Than an Action by or in the Right of the Company . Indemnitee shall be entitled to the indemnification rights provided herein if Indemnitee is a person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any Proceeding, other than an action by or in the right of the Company, as the case may be, by reason of (a) the fact that Indemnitee is or was a Director or an Officer of the Company or (b) anything done or not done by Indemnitee in any such capacity.

5. Actions by or in the Right of the Company . Indemnitee shall be entitled to the indemnification rights provided herein if Indemnitee is a person who was or is a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of (a) the fact that Indemnitee is or was a Director or an Officer of the Company or (b) anything done or not done by Indemnitee in any such capacity. Pursuant to this Section, Indemnitee shall be indemnified against Losses or Expenses incurred or suffered by Indemnitee or on Indemnitee’s behalf in connection with the defense or settlement of any Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing provisions of this Section, no such indemnification shall be made in respect of any claim, issue or matter as to which Delaware law expressly prohibits such indemnification by reason of an adjudication of liability of Indemnitee to the Company unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Losses and Expenses which the Court of Chancery or such other court shall deem proper.

6. Indemnification for Losses and Expenses of Party Who is Wholly or Partly Successful . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been wholly successful on the merits or otherwise in any Proceeding referred to in Section 3, 4 or 5 hereof on any claim, issue or matter therein, Indemnitee shall be indemnified against all Losses and Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company agrees to indemnify Indemnitee to the maximum extent permitted by law against all Losses and Expenses incurred by Indemnitee in connection with each successfully resolved claim, issue or matter. In any review or Proceeding to determine the extent of indemnification, the Company shall bear the burden of proving any lack of success and which amounts sought in indemnity are allocable to claims, issues or matters which were not successfully resolved. For purposes of this Section and without limitation, the termination of any such claim, issue or matter

by dismissal with or without prejudice shall be deemed to be a successful resolution as to such claim, issue or matter.

7. Payment for Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of the fact that Indemnitee is or was a Director or an Officer of the Company, a witness in any Proceeding, the Company agrees to pay to Indemnitee all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

8. Advancement of Expenses . All Expenses incurred by or on behalf of Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding within twenty days after the receipt by the Company of a statement or statements from Indemnitee requesting from time to time such advance or advances, whether or not a determination to indemnify has been made under Section 10. Indemnitee’s entitlement to such advancement of Expenses shall include those incurred in connection with any Proceeding by Indemnitee seeking an adjudication or award in arbitration pursuant to this Agreement. The financial ability of Indemnitee to repay an advance shall not be a prerequisite to the making of such advance. Such statement or statements shall reasonably evidence such Expenses incurred (or reasonably expected to be incurred) by Indemnitee in connection therewith and shall include or be accompanied by a written undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that Indemnitee is not entitled to be indemnified therefor pursuant to the terms of this Agreement.

9. Guarantee . In the event that the Company fails or is unable to perform any of its payment obligations under the terms of this Agreement, USSCO hereby unconditionally guarantees that it will perform the obligations of the Company and pay Indemnitee for any Losses or Expenses for which Indemnitee is entitled to be indemnified or for Expenses to be advanced hereunder. Such payment will be made promptly upon request and without the necessity of a demand.

10. Procedure for Determination of Entitlement to Indemnification .

(a) When seeking indemnification under this Agreement (which shall not include in any case the right of Indemnitee to receive payments pursuant to Section 7 and Section 8 hereof, which shall not be subject to this Section 10), Indemnitee shall submit a written request for indemnification to the Company. Determination of Indemnitee’s entitlement to indemnification shall be made promptly, but in no event later than 30 days after receipt by the Company of Indemnitee’s written request for indemnification. The Secretary of the Company shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board that Indemnitee has made such request for indemnification.

(b) The entitlement of Indemnitee to indemnification under this Agreement shall be determined in the specific case (1) by the Board by a majority vote of the Disinterested Directors, even though less than a quorum, or (2) if there are no Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel or (3) by the stockholders.

(c) In the event the determination of entitlement is to be made by Independent Counsel, such Independent Counsel shall be selected by the Indemnitee, subject to the approval of the Board, such approval not to be unreasonably withheld. Upon failure of the Indemnitee to so select such Independent Counsel or upon failure of the Board to so approve, such Independent Counsel shall be selected by the American Arbitration Association of New York, New York or such other person as such Association shall designate to make such selection.

(d) If the determination made pursuant to Section 10(b) is that Indemnitee is not entitled to indemnification to the full extent of Indemnitee’s request, Indemnitee shall have the right to seek entitlement to indemnification in accordance with the procedures set forth in Section 11 hereof.

(e) If the person or persons empowered pursuant to Section 10(b) to make a determination with respect to entitlement to indemnification shall have failed to make the requested determination within 30 days after receipt by the Company of such request, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be absolutely entitled to such indemnification, absent (i) misrepresentation by Indemnitee of a material fact in the request for indemnification or (ii) a final judicial determination that all or any part of such indemnification is expressly prohibited by law.

(f) The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, adversely affect the rights of Indemnitee to indemnification hereunder except as may be specifically provided herein, or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, as the case may be, or create a presumption that (with respect to any criminal action or proceeding) Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(g) For purposes of any determination of good faith hereunder, Indemnitee shall be deemed to have acted in good faith if in taking such action Indemnitee relied on the records or books of account of the Company or an Affiliate, including financial statements, or on information supplied to Indemnitee by the officers of the Company or an Affiliate in the course of their duties, or on the advice of legal counsel for the Company or an Affiliate or on information or records given or reports made to the Company or an Affiliate by an independent certified public accountant or by an appraiser or other expert selected with reasonable care to the Company or an Affiliate. The Company shall have the burden of establishing the absence of good faith. The provisions of this Section 10(g) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(h) The knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of the Company or an Affiliate shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

11. Remedies in Cases of Determination Not to Indemnify or to Advance Expenses .

(a) In the event that (i) a determination is made that Indemnitee is not entitled to indemnification hereunder, (ii) advances are not made pursuant to Section 8 hereof or (iii) payment has not been timely made following a determination of entitlement to indemnification pursuant to Section 10 hereof, Indemnitee shall be entitled to seek a final adjudication either through an arbitration proceeding or in an appropriate court of the State of Delaware or any other court of competent jurisdiction of Indemnitee’s entitlement to such indemnification or advance.

(b) In the event a determination has been made in accordance with the procedures set forth in Section 10 hereof, in whole or in part, that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration referred to in Section 11(a) shall be de novo and Indemnitee shall not be prejudiced by reason of any such prior determination that Indemnitee is not entitled to indemnification, and the Company shall bear the burdens of proof specified in Sections 6 and 10 hereof in such proceeding.

(c) If a determination is made or deemed to have been made pursuant to the terms of Section 10 hereof or this Section 11 that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration in the absence of (i) a misrepresentation of a material fact by Indemnitee or (ii) a final judicial determination that all or any part of such indemnification is expressly prohibited by law.

(d) To the extent deemed appropriate by the court, interest shall be paid by the Company to Indemnitee at a rate equal to the rate paid by the Company or its subsidiaries to the principal senior secured lender thereto for amounts which the Company indemnifies or is obliged to indemnify Indemnitee for the period commencing with the date on which Indemnitee requested indemnification (or reimbursement or advancement of any Expenses) and ending with the date on which such payment is made to Indemnitee by the Company.

12. Expenses Incurred by Indemnitee to Enforce this Agreement . All Expenses incurred by Indemnitee in connection with the preparation and submission of Indemnitee’s request for indemnification hereunder shall be borne by the Company. In the event that Indemnitee is a party to or intervenes in any proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement, Indemnitee, if Indemnitee prevails in whole in such action, shall be entitled to recover from the Company, and shall be indemnified by the Company against, any Expenses incurred by Indemnitee. If it is determined that Indemnitee is entitled to indemnification for part (but not all) of the indemnification so requested, Expenses incurred in seeking enforcement of such partial indemnification shall be reasonably prorated among the claims, issues or matters for which Indemnitee is entitled to indemnification and for claims, issues or matters for which Indemnitee is not so entitled.

extent Indemnitee would be prejudiced thereby, no amendment, alteration, rescission or replacement of this Agreement or any provision hereof shall be effective as to Indemnitee with respect to any action taken or omitted by such Indemnitee in Indemnitee’s position with the Company or an Affiliate or any other entity which Indemnitee is or was serving at the request of the Company prior to such amendment, alteration, rescission or replacement.

14. Duration of Agreement . This Agreement shall apply to any claim asserted and any Losses and Expenses incurred in connection with any claim asserted on or after the effective date of this Agreement and shall continue until and terminate upon the later of: (a) ten years after Indemnitee has ceased to occupy any of the positions or have any of the relationships described in Section 3, 4 or 5 hereof; or (b) one year after the final termination of all pending or threatened Proceedings of the kind described herein with respect to Indemnitee. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisee, executors, administrators or other legal representatives.

15. Maintenance of D&O Insurance .

(a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain in full force and effect (i) the directors’ and officers’ liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “D&O Insurance”).

(b) In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such policy.

(c) Notwithstanding anything to the contrary set forth in (a) above, the Company shall have no obligation to maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit.

(d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceases.

16. Severability . Should any part, term or condition hereof be declared illegal or unenforceable or in conflict with any other law, the validity of the remaining portions or provisions

hereof shall not be affected thereby, and the illegal or unenforceable portions hereof shall be and hereby are redrafted to conform with applicable law, while leaving the remaining portions hereof intact.

17. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

18. Headings . Section headings are for convenience only and do not control or affect meaning or interpretation of any terms or provisions hereof.

19. Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto.

20. No Duplicative Payment . The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment (net of Expenses incurred in collecting such payment) under any insurance policy, contract, agreement or otherwise.

21. Notices . All notices, requests, demands and other communications provided for by this Agreement shall be in writing (including telecopier or similar writing) and shall be deemed to have been given at the time when mailed, enclosed in a registered or certified postpaid envelope, in any general or branch office of the United States Postal Service, or sent by Federal Express or other similar overnight courier service, addressed to the address of the parties stated below or to such changed address as such party may have fixed by notice or, if given by telecopier, when such telecopy is transmitted and the appropriate answer back is received.

(a) If to Indemnitee, to the address appearing on the signature page hereof.

(b) If to the Company, to:

United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016-1267
Attention: General Counsel

22. Governing Law . The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware without regard to its conflicts of law rules.

23. Construction . The parties acknowledge that this Agreement is the result of arm’s-length negotiations between sophisticated parties each afforded representation by legal counsel. Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.

24. Entire Agreement . Subject to the provisions of Section 13 hereof, this Agreement constitutes the entire understanding between the parties and supersedes all proposals,

commitments, writings, negotiations and understandings, oral and written, and all other communications between the parties relating to the subject matter hereof. This Agreement may not be amended or otherwise modified except in writing duly executed by all of the parties. A waiver by any party of any breach or violation of this Agreement shall not be deemed or construed as a waiver of any subsequent breach or violation thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	UNITED STATIONERS INC.


	By:	/s/ Frederick B. Hegi, Jr.
	Name: Frederick B. Hegi, Jr.
	Title: Chairman


	INDEMNITEE


	By:	/s/ Richard W. Gochnauer
	Name: Richard W. Gochnauer
	Address:
	City and State:


	For the purposes of Section 9 only,

	UNITED STATIONERS SUPPLY CO.


	By:	/s/ Frederick B. Hegi, Jr.
	Name: Frederick B. Hegi, Jr.
	Title: Chairman

Exhibit 10.7

ATTACHMENT A

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT is made and entered into as of the 18th day of May, 2005 (the “Agreement”), by and between United Stationers Inc., a Delaware corporation (the “Company”), the director or executive officer of the Company whose name appears on the signature page of this Agreement (“Indemnitee”), and for purposes of Section 9 only, United Stationers Supply Co., an Illinois corporation and wholly-owned subsidiary of the Company (“USSCO”).

WHEREAS, Indemnitee is willing to serve, to continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1. Definitions .

(a) For purposes of this Agreement:

(ii) “Disinterested Director” shall mean a director of the Company who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Indemnitee.

(v) “Losses” shall mean all liabilities, losses and claims (including judgments, fines, penalties and amounts to be paid in settlement) incurred in connection with any Proceeding.

3. Indemnification . The Company agrees to indemnify Indemnitee for, and hold Indemnitee harmless from and against, any Losses or Expenses at any time incurred by or assessed

by dismissal with or without prejudice shall be deemed to be a successful resolution as to such claim, issue or matter.

10. Procedure for Determination of Entitlement to Indemnification .

11. Remedies in Cases of Determination Not to Indemnify or to Advance Expenses .

15. Maintenance of D&O Insurance .

16. Severability . Should any part, term or condition hereof be declared illegal or unenforceable or in conflict with any other law, the validity of the remaining portions or provisions

17. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

18. Headings . Section headings are for convenience only and do not control or affect meaning or interpretation of any terms or provisions hereof.

19. Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto.

(a) If to Indemnitee, to the address appearing on the signature page hereof.

(b) If to the Company, to:

United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016-1267
Attention: General Counsel

24. Entire Agreement . Subject to the provisions of Section 13 hereof, this Agreement constitutes the entire understanding between the parties and supersedes all proposals,

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	UNITED STATIONERS INC.


	By:	/s/ Richard W. Gochnauer
	Name: Richard W. Gochnauer
	Title: President and Chief Executive Officer


	INDEMNITEE


	By:	/s/ Stephen A. Schultz

	Name: Stephen A. Schultz
	Address:
	City and State:


	For the purposes of Section 9 only,

	UNITED STATIONERS SUPPLY CO.


	By:	/s/ Richard W. Gochnauer
	Name: Richard W. Gochnauer
	Title: President and Chief Executive Officer

Exhibit 10.8

ATTACHMENT A

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT is made and entered into as of the 28th day of July, 2004 (the “Agreement”), by and between United Stationers Inc., a Delaware corporation (the “Company”), the director or executive officer of the Company whose name appears on the signature page of this Agreement (“Indemnitee”), and for purposes of Section 9 only, United Stationers Supply Co., an Illinois corporation and wholly-owned subsidiary of the Company (“USSCO”).

WHEREAS, Indemnitee is willing to serve, to continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1. Definitions .

(a) For purposes of this Agreement:

(ii) “Disinterested Director” shall mean a director of the Company who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Indemnitee.

(v) “Losses” shall mean all liabilities, losses and claims (including judgments, fines, penalties and amounts to be paid in settlement) incurred in connection with any Proceeding.

3. Indemnification . The Company agrees to indemnify Indemnitee for, and hold Indemnitee harmless from and against, any Losses or Expenses at any time incurred by or assessed

by dismissal with or without prejudice shall be deemed to be a successful resolution as to such claim, issue or matter.

10. Procedure for Determination of Entitlement to Indemnification .

11. Remedies in Cases of Determination Not to Indemnify or to Advance Expenses .

15. Maintenance of D&O Insurance .

16. Severability . Should any part, term or condition hereof be declared illegal or unenforceable or in conflict with any other law, the validity of the remaining portions or provisions

17. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

18. Headings . Section headings are for convenience only and do not control or affect meaning or interpretation of any terms or provisions hereof.

19. Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto.

(a) If to Indemnitee, to the address appearing on the signature page hereof.

(b) If to the Company, to:

United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016-1267
Attention: General Counsel

24. Entire Agreement . Subject to the provisions of Section 13 hereof, this Agreement constitutes the entire understanding between the parties and supersedes all proposals,

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	UNITED STATIONERS INC.


	By:	/s/ Richard W. Gochnauer
	Name: Richard W. Gochnauer
	Title: President and Chief Executive Officer


	INDEMNITEE


	By:	/s/ P. Cody Phipps

	Name: P. Cody Phipps
	Address:
	City and State:


	For the purposes of Section 9 only,

	UNITED STATIONERS SUPPLY CO.


	By:	/s/ Richard W. Gochnauer
	Name: Richard W. Gochnauer
	Title: President and Chief Executive Officer

Exhibit 10.9

ATTACHMENT A

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT is made and entered into as of the 19th day of October, 2004 (the “Agreement”), by and between United Stationers Inc., a Delaware corporation (the “Company”), the director or executive officer of the Company whose name appears on the signature page of this Agreement (“Indemnitee”), and for purposes of Section 9 only, United Stationers Supply Co., an Illinois corporation and wholly-owned subsidiary of the Company (“USSCO”).

WHEREAS, Indemnitee is willing to serve, to continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1. Definitions .

(a) For purposes of this Agreement:

(ii) “Disinterested Director” shall mean a director of the Company who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Indemnitee.

(v) “Losses” shall mean all liabilities, losses and claims (including judgments, fines, penalties and amounts to be paid in settlement) incurred in connection with any Proceeding.

3. Indemnification . The Company agrees to indemnify Indemnitee for, and hold Indemnitee harmless from and against, any Losses or Expenses at any time incurred by or assessed

by dismissal with or without prejudice shall be deemed to be a successful resolution as to such claim, issue or matter.

10. Procedure for Determination of Entitlement to Indemnification .

11. Remedies in Cases of Determination Not to Indemnify or to Advance Expenses .

15. Maintenance of D&O Insurance .

16. Severability . Should any part, term or condition hereof be declared illegal or unenforceable or in conflict with any other law, the validity of the remaining portions or provisions

17. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

18. Headings . Section headings are for convenience only and do not control or affect meaning or interpretation of any terms or provisions hereof.

19. Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto.

(a) If to Indemnitee, to the address appearing on the signature page hereof.

(b) If to the Company, to:

United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016-1267
Attention: General Counsel

24. Entire Agreement . Subject to the provisions of Section 13 hereof, this Agreement constitutes the entire understanding between the parties and supersedes all proposals,

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	UNITED STATIONERS INC.


	By:	/s/ Richard W. Gochnauer
	Name: Richard W. Gochnauer
	Title: President and Chief Executive Officer


	INDEMNITEE


	By:	/s/ Patrick T. Collins

	Name: Patrick T. Collins
	Address:
	City and State:


	For the purposes of Section 9 only,

	UNITED STATIONERS SUPPLY CO.


	By:	/s/ Richard W. Gochnauer
	Name: Richard W. Gochnauer
	Title: President and Chief Executive Officer

Exhibit 10.10

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT is made and entered into as of the 11th day of June, 2007 (the “Agreement”), by and between United Stationers Inc., a Delaware corporation (the “Company”), the director or executive officer of the Company whose name appears on the signature page of this Agreement (“Indemnitee”), and for purposes of Section 9 only, United Stationers Supply Co., an Illinois corporation and wholly-owned subsidiary of the Company (“USSCO”).

WHEREAS, Indemnitee is willing to serve, to continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1. Definitions .

(a) For purposes of this Agreement:

(ii) “Disinterested Director” shall mean a director of the Company who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Indemnitee.

(v) “Losses” shall mean all liabilities, losses and claims (including judgments, fines, penalties and amounts to be paid in settlement) incurred in connection with any Proceeding.

3. Indemnification . The Company agrees to indemnify Indemnitee for, and hold Indemnitee harmless from and against, any Losses or Expenses at any time incurred by or assessed against Indemnitee arising out of or in connection with the service of Indemnitee as a director or an executive officer of the Company or in any capacity for an Affiliate at the request of the Company (collectively referred to as a “Director or an Officer of the Company”) to the fullest extent

permitted by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification. Without diminishing the scope of the indemnification provided by this Section 3, the rights of indemnification of Indemnitee provided hereunder shall include but shall not be limited to those rights set forth hereinafter.

10. Procedure for Determination of Entitlement to Indemnification .

Counsel shall be selected by the American Arbitration Association of New York, New York or such other person as such Association shall designate to make such selection.

11. Remedies in Cases of Determination Not to Indemnify or to Advance Expenses .

arbitration proceeding or in an appropriate court of the State of Delaware or any other court of competent jurisdiction of Indemnitee’s entitlement to such indemnification or advance.

13. Non-Exclusivity . The rights of indemnification and to receive advances as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under any law, certificate of incorporation, by-law, other agreement, vote of stockholders or resolution of directors or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding such directorship or office. To the extent Indemnitee would be prejudiced thereby, no amendment, alteration, rescission or replacement of this Agreement or any provision hereof shall be effective as to Indemnitee with respect to any action taken or omitted by such Indemnitee in Indemnitee’s position with the Company or an Affiliate or any other entity which Indemnitee is or was serving at the request of the Company prior to such amendment, alteration, rescission or replacement.

15. Maintenance of D&O Insurance .

16. Severability . Should any part, term or condition hereof be declared illegal or unenforceable or in conflict with any other law, the validity of the remaining portions or provisions hereof shall not be affected thereby, and the illegal or unenforceable portions hereof shall be and hereby are redrafted to conform with applicable law, while leaving the remaining portions hereof intact.

17. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

18. Headings . Section headings are for convenience only and do not control or affect meaning or interpretation of any terms or provisions hereof.

19. Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto.

(a) If to Indemnitee, to the address appearing on the signature page hereof.

(b) If to the Company, to:

United Stationers Inc.

One Parkway North Blvd.

Suite 100

Deerfield, Illinois 60015-2559

Attention: General Counsel

24. Entire Agreement . Subject to the provisions of Section 13 hereof, this Agreement constitutes the entire understanding between the parties and supersedes all proposals, commitments, writings, negotiations and understandings, oral and written, and all other communications between the parties relating to the subject matter hereof. This Agreement may not be amended or otherwise modified except in writing duly executed by all of the parties. A waiver

by any party of any breach or violation of this Agreement shall not be deemed or construed as a waiver of any subsequent breach or violation thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	UNITED STATIONERS INC.


	By:	/s/ Richard W. Gochnauer
	Name:	Richard W. Gochnauer
	Title:	President and Chief Executive Officer


	INDEMNITEE


	By:	/s/ Victoria J. Reich

	Name:	Victoria J. Reich
	Address:
	City and State:


	For the purposes of Section 9 only,

	UNITED STATIONERS SUPPLY CO.


	By:	/s/ Richard W. Gochnauer
	Name:	Richard W. Gochnauer
	Title:	President and Chief Executive Officer

Exhibit 10.11

Attachment A

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT is made and entered into as of the 8th day of December, 2008 (the “Agreement”), by and between United Stationers Inc., a Delaware corporation (the “Company”), the director or executive officer of the Company whose name appears on the signature page of this Agreement (“Indemnitee”), and for purposes of Section 9 only, United Stationers Supply Co., an Illinois corporation and wholly-owned subsidiary of the Company (“USSCO”).

WHEREAS, Indemnitee is willing to serve, to continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1. Definitions .

(a) For purposes of this Agreement:

(ii) “Disinterested Director” shall mean a director of the Company who is not or was not a party to the Proceeding in respect of which indemnification is being sought by Indemnitee.

(v) “Losses” shall mean all liabilities, losses and claims (including judgments, fines, penalties and amounts to be paid in settlement) incurred in connection with any Proceeding.

3. Indemnification . The Company agrees to indemnify Indemnitee for, and hold Indemnitee harmless from and against, any Losses or Expenses at any time incurred by or assessed

by dismissal with or without prejudice shall be deemed to be a successful resolution as to such claim, issue or matter.

10. Procedure for Determination of Entitlement to Indemnification .

11. Remedies in Cases of Determination Not to Indemnify or to Advance Expenses .

15. Maintenance of D&O Insurance .

16. Severability . Should any part, term or condition hereof be declared illegal or unenforceable or in conflict with any other law, the validity of the remaining portions or provisions

17. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

18. Headings . Section headings are for convenience only and do not control or affect meaning or interpretation of any terms or provisions hereof.

19. Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto.

(a) If to Indemnitee, to the address appearing on the signature page hereof.

(b) If to the Company, to:

United Stationers Inc.

2200 East Golf Road

Des Plaines, Illinois 60016-1267

Attention: General Counsel

24. Entire Agreement . Subject to the provisions of Section 13 hereof, this Agreement constitutes the entire understanding between the parties and supersedes all proposals,

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	UNITED STATIONERS INC.


	By:	/s/ Richard W. Gochnauer
	Name:	Richard W. Gochnauer
	Title:	President and Chief Executive Officer


	INDEMNITEE


	By:	/s/ Eric A. Blanchard

	Name:	Eric A. Blanchard
	Address:
	City and State:


	For the purposes of Section 9 only,

	UNITED STATIONERS SUPPLY CO.


	By:	/s/ Richard W. Gochnauer
	Name:	Richard W. Gochnauer
	Title:	President and Chief Executive Officer

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AS ADOPTED PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Richard W. Gochnauer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of United Stationers Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2010

/s/ RICHARD W. GOCHNAUER

Richard W. Gochnauer

President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
AS ADOPTED PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Victoria J. Reich, certify that:

1. I have reviewed this quarterly report on Form 10-Q of United Stationers Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2010

/s/ VICTORIA J. REICH

Victoria J. Reich

Senior Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of United Stationers Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Richard W. Gochnauer, President and Chief Executive Officer of the Company, and Victoria J. Reich, Senior Vice President and Chief Financial Officer of the Company, each hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ RICHARD W. GOCHNAUER
Richard W. Gochnauer President and Chief Executive Officer August 5, 2010


/s/ VICTORIA J. REICH
Victoria J. Reich Senior Vice President and Chief Financial Officer August 5, 2010