UNITED STATIONERS INC (Form: 10-Q, Received: 10/28/2013 16:28:38)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

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 September 30, 2013

¨	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

Incorporation or Organization)

(I.R.S. Employer

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 ¨

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 ¨

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):

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

On October 24, 2013, the registrant had outstanding 39,921,948 shares of common stock, par value $0.10 per share.

UNITED STATIONERS INC.

FORM 10-Q

For the Quarterly Period Ended September 30, 2013

TABLE OF CONTENTS


	Page No.
PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012		3

Condensed Consolidated Statements of Income for the Three Months and Nine Months Ended September 30, 2013 and 2012		4

Condensed Consolidated Statements of Comprehensive Income for the Three Months and Nine Months Ended September 30, 2013 and 2012		5

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012		6

Notes to Condensed Consolidated Financial Statements		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15

Item 3. Quantitative and Qualitative Disclosures About Market Risk		22

Item 4. Controls and Procedures		22

PART II — OTHER INFORMATION

Item 1. Legal Proceedings		22

Item 1A. Risk Factors		22

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		23

Item 6. Exhibits		24

SIGNATURES		25

PART I — FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

UNITED STATIONERS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	(Unaudited)			(Audited)
	As of September 30, 2013			As of December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	30,143		$	30,919
Accounts receivable, less allowance for doubtful accounts of $20,560 in 2013 and $22,716 in 2012		694,988			658,760
Inventories		722,781			767,206
Other current assets		26,256			30,118

Total current assets		1,474,168			1,487,003
Property, plant and equipment, net		136,018			143,523
Goodwill		356,228			357,226
Intangible assets, net		66,082			67,192
Other long-term assets		25,568			20,260

Total assets	$	2,058,064		$	2,075,204

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	469,873		$	495,278
Accrued liabilities		181,338			205,228
Short-term debt		1,198			—

Total current liabilities		652,409			700,506
Deferred income taxes		20,958			18,054
Long-term debt		506,287			524,376
Other long-term liabilities		82,256			94,176

Total liabilities		1,261,910			1,337,112
Stockholders’ equity:
Common stock, $0.10 par value; authorized—100,000,000 shares, issued—74,435,628 shares in 2013 and 2012		7,444			7,444
Additional paid-in capital		407,930			404,196
Treasury stock, at cost – 34,454,686 shares in 2013 and 34,116,220 shares in 2012		(985,488	)		(963,220	)
Retained earnings		1,415,652			1,343,437
Accumulated other comprehensive loss		(49,384	)		(53,765	)

Total stockholders’ equity		796,154			738,092

Total liabilities and stockholders’ equity	$	2,058,064		$	2,075,204

See notes to condensed consolidated financial statements.

UNITED STATIONERS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(Unaudited)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Net sales	$	1,336,676	$	1,288,675	$	3,861,655	$	3,836,032
Cost of goods sold		1,133,015		1,084,917		3,267,533		3,263,086

Gross profit		203,661		203,758		594,122		572,946
Operating expenses:
Warehousing, marketing and administrative expenses		136,265		140,117		442,558		427,389

Operating income		67,396		63,641		151,564		145,557
Interest expense, net		2,734		4,708		8,703		18,944

Income before income taxes		64,662		58,933		142,861		126,613
Income tax expense		24,161		22,169		53,816		47,708

Net income	$	40,501	$	36,764	$	89,045	$	78,905

Net income per share—basic:
Net income per share—basic	$	1.03	$	0.92	$	2.24	$	1.95

Average number of common shares outstanding—basic		39,468		39,896		39,732		40,562
Net income per share—diluted:
Net income per share—diluted	$	1.01	$	0.91	$	2.21	$	1.91

Average number of common shares outstanding—diluted		40,031		40,530		40,331		41,229
Dividends declared per share	$	0.14	$	0.13	$	0.42	$	0.39

See notes to condensed consolidated financial statements.

UNITED STATIONERS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)


	For the Three Months Ended					For the Nine Months Ended
	September 30,					September 30,
	2013			2012		2013			2012
Net income	$	40,501		$	36,764	$	89,045		$	78,905
Other comprehensive income, net of tax:
Unrealized translation adjustment		(111	)		799		(751	)		1,565
Amortization of prior service costs and unrecognized loss included in net periodic benefit cost		994			—		2,982			—
Unrealized interest rate swap adjustments		(1,152	)		420		2,150			4,857

Total other comprehensive income, net of tax		(269	)		1,219		4,381			6,422

Comprehensive income	$	40,232		$	37,983	$	93,426		$	85,327

See notes to condensed consolidated financial statements.

UNITED STATIONERS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(Unaudited)


	For the Nine Months Ended
	September 30,
	2013			2012
Cash Flows From Operating Activities:
Net income	$	89,045		$	78,905
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		29,236			26,216
Share-based compensation		7,526			5,243
(Gain) loss on the disposition of property, plant and equipment		(108	)		60
Amortization of capitalized financing costs		687			749
Excess tax benefits related to share-based compensation		(3,223	)		(411	)
Deferred income taxes		(8,214	)		(4,135	)
Changes in operating assets and liabilities:
Increase in accounts receivable, net		(36,855	)		(9,342	)
Decrease in inventory		40,936			98,605
Decrease in other assets		1,612			17,822
Decrease in accounts payable		(24,677	)		(46,880	)
Decrease in checks in-transit		(835	)		(9,093	)
(Decrease) increase in accrued liabilities		(7,569	)		3,973
Decrease in other liabilities		(8,120	)		(6,008	)

Net cash provided by operating activities		79,441			155,704
Cash Flows From Investing Activities:
Capital expenditures		(22,822	)		(20,322	)
Proceeds from the disposition of property, plant and equipment		3,522			195

Net cash used in investing activities		(19,300	)		(20,127	)
Cash Flows From Financing Activities:
Net repayments under debt arrangements		(16,891	)		(41,721	)
Net proceeds (disbursements) from share-based compensation arrangements		18,143			(1,162	)
Acquisition of treasury stock, at cost		(46,984	)		(67,507	)
Payment of cash dividends		(16,764	)		(16,101	)
Excess tax benefits related to share-based compensation		3,223			411
Payment of debt issuance costs		(1,680	)		(138	)

Net cash used in financing activities		(60,953	)		(126,218	)
Effect of exchange rate changes on cash and cash equivalents		36			5

Net change in cash and cash equivalents		(776	)		9,364
Cash and cash equivalents, beginning of period		30,919			11,783

Cash and cash equivalents, end of period	$	30,143		$	21,147

Other Cash Flow Information:
Income tax payments, net	$	60,342		$	29,570
Interest paid		9,806			18,162

See notes to condensed consolidated financial statements.

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 Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States and include the accounts of USI and its subsidiaries. All intercompany transactions and balances have been eliminated. The Company operates in a single reportable segment as a leading distributor of business essentials.

The accompanying Condensed Consolidated Financial Statements are unaudited, except for the Condensed Consolidated Balance Sheet as of December 31, 2012, which was derived from the December 31, 2012 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, 2012 for further information.

In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of United at September 30, 2013 and the results of operations and cash flows for the three and nine months ended September 30, 2013 and 2012. The results of operations for the three months and nine months ended September 30, 2013 should not necessarily be taken as indicative of the results of operations that may be expected for the entire year.

Acquisition of O.K.I. Supply Co.

During the fourth quarter of 2012, USSC completed the acquisition of all of the capital stock of O.K.I. Supply Co. (“OKI”), a welding, safety and industrial products wholesaler. This acquisition was completed with a purchase price of $90 million. The purchase price includes approximately $4.5 million payable upon completion of a two year indemnification period. In total the purchase price, net of cash acquired, was $79.8 million. The acquisition extends the Company’s position as the leading pure-wholesale industrial distributor in the United States and brings expanded categories and services to customers. The purchase was financed through the Company’s existing debt agreements.

The acquisition was accounted for under the purchase method of accounting in accordance with ASC 805, Business Combinations, with the excess purchase price over the fair market value of the assets acquired and liabilities assumed allocated to goodwill. Based on the final purchase price allocation, the Company has recorded goodwill of $28.2 million and definite lived intangible assets of $21.0 million related to trademarks and trade names, content, customer lists, and certain non-compete agreements as of September 30, 2013. Additionally, included within the purchase price allocation was $3.3 million of facilities and related equipment which the Company has sold in 2013. These assets were valued at their fair-value at the date of acquisition less the estimated cost to sell these assets.

The purchase price for OKI was allocated to the assets acquired and liabilities assumed based on estimated fair values at the date of the acquisition.

New Accounting Pronouncements

On January 1, 2013 the Company adopted ASU No. 2012-02, Intangibles—Goodwill and Other (Topic 350)—Testing Indefinite-Lived Intangible Assets for Impairment (ASU 2012-02), which was issued by the FASB in July 2012. Under the guidance, testing the decline in the realizable value (impairment) of indefinite-lived intangible assets other than goodwill has been simplified. The guidance allows an organization the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. An organization electing to perform a qualitative assessment is no longer required to calculate the fair value of an indefinite-lived intangible asset unless the organization determines, based on a qualitative assessment, that it is “more likely than not” that the asset is impaired. Upon adoption of this guidance on January 1, 2013, there was no impact on the Company’s financial condition or results of operations.

In February 2013, the FASB issued Accounting Standards Update No. 2013-02, Comprehensive Income (Topic 220) — Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU 2013-02), to improve the reporting of reclassifications out of accumulated other comprehensive income. ASU 2013-02 requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety from accumulated other comprehensive income to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. The Company has adopted the guidance for the reporting period ending September 30, 2013. There was no impact on the Company’s financial condition or results of operations due to the adoption.

In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Income Taxes (Topic 740)—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (ASU 2013-11). This ASU requires that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, be presented in the financial statements as either a reduction to a deferred tax asset or separately as a liability depending on the existence, availability and/or use of an operating loss carry forward, a similar tax loss, or a tax credit carry forward. This ASU will be effective for the Company beginning the first quarter of 2014. United is currently evaluating the impact of the new guidance on the Company’s financial statements.

2. Share-Based Compensation

As of September 30, 2013, the Company has two active equity compensation plans. Under the Amended and Restated 2004 Long-Term Incentive Plan, award vehicles include, but are not limited to, stock options, restricted stock awards, restricted stock units, and performance-based awards. Associates and non-employee directors of the Company are eligible to become participants in the plan. The Nonemployee Directors’ Deferred Stock Compensation Plan allows non-employee directors to elect to defer receipt of all or a portion of their retainer and meeting fees.

The Company granted 181,916 shares of restricted stock, 166,348 restricted stock units (“RSUs”), and 585,189 stock options during the first nine months of 2013. During the first nine months of 2012, the Company granted 461,478 shares of restricted stock and 245,737 RSUs. There were no stock options granted during the first nine months of 2012.

3. Severance and Restructuring Charges

During the first quarter of 2013, the Company recorded a $14.4 million pre-tax charge related to a workforce reduction and facility closures. These actions were substantially completed in the first quarter of 2013. The pre-tax charge is comprised of certain OKI facility closure expenses of $1.2 million and severance and workforce reduction related expense of $13.2 million which were included in operating expenses. Cash outflows for this action will occur primarily during 2013 and 2014. Cash outlays associated with this charge in the nine months ended September 30, 2013 were $6.0 million. In the second quarter of 2013, the Company reversed approximately $0.3 million of this charge. As of September 30, 2013, the Company had accrued liabilities for these actions of $8.1 million.

During the first quarter 2012, the Company approved a distribution network optimization and cost reduction program. This program was substantially completed in the first quarter of 2012 and the Company recorded a $6.2 million pre-tax charge in that period in connection with these actions. The pre-tax charge is comprised of facility closure expenses of $2.6 million and severance and workforce reduction related expense of $3.6 million which were included in operating expenses. Cash outflows for this action occurred during 2012 and will continue in 2013 and 2014. Cash outlays associated with this charge in the nine months ended September 30, 2013 were $1.6 million. As of September 30, 2013 and December 31, 2012, the Company had accrued liabilities for these actions of $0.3 million and $1.9 million, respectively.

4. Accumulated Other Comprehensive Income (Loss)

The change in Accumulated Other Comprehensive Income (Loss) (“AOCI”) by component, net of tax, for the period ended September 30, 2013 is as follows:


(amounts in thousands)	Foreign Currency Translation			Cash Flow Hedges			Defined Benefit Pension Plans			Total
AOCI, balance as of December 31, 2012	$	(5,760	)	$	(713	)	$	(47,292	)	$	(53,765	)
Other comprehensive income before reclassifications		(751	)		2,009			—			1,258
Amounts reclassified from AOCI		—			141			2,982			3,123

Net other comprehensive income		(751	)		2,150			2,982			4,381

AOCI, balance as of September 30, 2013	$	(6,511	)	$	1,437		$	(44,310	)	$	(49,384	)

The following table details the amounts reclassified out of AOCI into the income statement during the three-month and nine-month periods ending September 30, 2013 respectively:


Details About AOCI Components	Amount Reclassified From AOCI						Affected Line Item In The Statement Where Net Income Is Presented
Details About AOCI Components	For the Three Months Ended September 30, 2013			For the Nine Months Ended September 30, 2013
Losses on interest rate swap cash flow hedges, before tax	$	—		$	228		Interest expense, net
		—			(87	)	Tax provision

	$	—		$	141		Net of tax

Amortization of defined benefit pension plan items: ⁽¹⁾
Prior service cost and unrecognized loss	$	1,625		$	4,874		Warehousing, marketing and administrative expenses
		(631	)		(1,892	)	Tax provision

		994			2,982		Net of tax

Total reclassifications for the period	$	994		$	3,123		Net of tax

(1)

In the first quarter of 2013, the Company began to record the amortization of actuarial gains and losses and prior service costs recognized as a component of net periodic pension costs to AOCI. Prior to the first quarter of 2013, on a quarterly basis the Company recorded the amortization of actuarial gains and losses and prior service costs recognized as a component of net periodic pension cost to long term liabilities, with the amount being recorded to AOCI on an annual basis.

5. Earnings Per Share

Basic earnings per share (“EPS”) is 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, restricted stock and deferred stock units are considered dilutive securities. For the three-month periods ending September 30, 2013 and 2012, 0.6 million and 0.5 million shares of such securities, respectively, were outstanding but were not included in the computation of diluted earnings per share because the effect would be antidilutive. For the nine-month periods ending September 30, 2013 and 2012, 0.7 million and 0.5 million shares of such securities, respectively, were outstanding but were not included in the computation of diluted earnings per share because the effect would be antidilutive. 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 Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Numerator:
Net income	$	40,501	$	36,764	$	89,045	$	78,905
Denominator:
Denominator for basic earnings per share:
weighted average shares		39,468		39,896		39,732		40,562
Effect of dilutive securities:
Employee stock options and restricted units		563		634		599		667

Denominator for diluted earnings per share:
Adjusted weighted average shares and the effect of dilutive securities		40,031		40,530		40,331		41,229

Net income per share:
Net income per share—basic	$	1.03	$	0.92	$	2.24	$	1.95
Net income per share—diluted	$	1.01	$	0.91	$	2.21	$	1.91

Common Stock Repurchases

On May 15, 2013 the Company’s Board of Directors approved an expanded stock repurchase program authorizing the purchase of an additional $100 million of the Company’s Common Stock. During the three-month periods ended September 30, 2013 and 2012, the Company repurchased 166,570 and 519,970 shares of USI’s common stock at an aggregate cost of $6.5 million and $13.2 million, respectively. During the nine-month periods ended September 30, 2013 and 2012, the Company repurchased 1,353,020 and 2,363,686 shares of USI’s common stock at an aggregate cost of $47.5 million and $67.5 million, respectively. 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 nine months of 2013 and 2012, the Company reissued 1,014,554 and 522,566 shares, respectively, of treasury stock to fulfill its obligations under its equity incentive plans.

6. 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 2013 Credit Agreement (as defined below), the 2007 Note Purchase Agreement (as defined in Note 9 of the Company’s Form 10-K for the year ended December 31, 2012), and the Receivables Securitization Program (as defined below) contain restrictions on the use of cash transferred from USSC to USI.

The Company and USSC are parties to a Fourth Amended and Restated Five-Year Revolving Credit Agreement (the “2013 Credit Agreement”) with JPMorgan Chase Bank, National Association, as Agent, and the lenders identified therein. The 2013 Credit Agreement amended and restated a prior credit agreement (the “2011 Credit Agreement”). The 2013 Credit Agreement is a revolving credit facility with an aggregate committed principal amount of $700 million. The 2013 Credit Agreement also provides for the issuance of letters of credit. Subject to the terms and conditions of the 2013 Credit Agreement, USSC may seek additional commitments to increase the aggregate committed principal amount to a total amount of $1.05 billion. The 2013 Credit Agreement expires on July 6, 2018.

Amounts borrowed under the 2013 Credit Agreement are secured by substantially all of the Company’s assets, other than real property and certain accounts receivable. Borrowings under the 2013 Credit Agreement bear interest at LIBOR for specified interest periods or at the Alternate Base Rate (as defined in the 2013 Credit Agreement), plus, in each case, a margin determined based on the Company’s permitted debt to EBITDA ratio calculated as provided in Section 6.20 of the 2013 Credit Agreement (the “Leverage Ratio”).

In 2007 USSC sold $135 million of floating rate senior secured notes pursuant to the 2007 Note Purchase Agreement (the “2007 Notes”). Interest on the 2007 Notes is payable quarterly in arrears at a rate per annum equal to three-month LIBOR plus 1.30%. The 2007 Notes are due October 15, 2014.

The Company’s accounts receivable securitization program (“Receivables Securitization Program” or “Program”) provides maximum financing of $200 million. The parties to the Program are USI, USSC, United Stationers Financial Services LLC (“USFS”), United Stationers Receivables, LLC (“USR”), and PNC Bank, National Association and the Bank of Tokyo – Mitsubishi UFJ, Ltd New York Branch (the “Investors”). The Receivables Securitization Program is governed by the following agreements, which terminate on January 18, 2016:

•

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

•

The Receivables Sale Agreement between USSC and USFS;

•

The Receivables Purchase Agreement between USFS and USR; and

•

The Performance Guaranty executed by USI in favor of USR.

The receivables sold to the Investor remain on USI’s Condensed Consolidated Balance Sheets, and amounts advanced to USR by the Investors or any successor Investors are recorded as debt on USI’s Condensed Consolidated Balance Sheets. The cost of such debt is recorded as interest expense on USI’s Condensed Consolidated Statements of Income. As of September 30, 2013 and December 31, 2012, $403.9 million and $400.2 million, respectively, of receivables had been sold to the Investors. USR had $200.0 million and $150.0 million outstanding as of September 30, 2013 and December 31, 2012, respectively, under the Program.

The 2013 Credit Agreement, the 2007 Note Purchase Agreement, and the Receivables Securitization Program agreements contain representations and warranties, covenants and events of default that are customary for facilities of those types. The agreements also contain cross-default provisions under which, if a termination event occurs under any of the 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.

Debt consisted of the following amounts (in millions):


	As of September 30, 2013		As of December 31, 2012
2013 Credit Agreement	$	171.1	$	238.1
2007 Master Note Purchase Agreement (Private Placement)		135.0		135.0
Receivables Securitization Program		200.0		150.0
Mortgage & Capital Lease		1.4		1.3

Total	$	507.5	$	524.4

As of September 30, 2013, 100% of the Company’s outstanding debt is priced at variable interest rates based primarily on the applicable bank prime rate or London InterBank Offered Rate (“LIBOR”).

7. Pension and Post-Retirement Benefit Plans

The Company maintains pension plans covering union and certain non-union employees. For more information on the Company’s retirement plans, see Notes 11 and 12 to the Company’s Consolidated Financial Statements in the Form 10-K for the year ended December 31, 2012. A summary of net periodic pension cost related to the Company’s pension plans for the three and nine months ended September 30, 2013 and 2012 is as follows (dollars in thousands):


	Pension Benefits
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2013			2012			2013			2012
Service cost—benefit earned during the period	$	304		$	240		$	911		$	721
Interest cost on projected benefit obligation		2,097			2,104			6,292			6,312
Expected return on plan assets		(2,842	)		(2,501	)		(8,525	)		(7,503	)
Amortization of prior service cost		48			44			143			132
Amortization of actuarial loss		1,577			1,549			4,731			4,646

Net periodic pension cost	$	1,184		$	1,436		$	3,552		$	4,308

The Company made cash contributions of $13.0 million to its pension plans during each of the first nine months ended September 30, 2013 and 2012. Additional fundings, if any, for 2013 have not yet been determined. As of September 30, 2013 and December 31, 2012, respectively, the Company had accrued $36.6 million and $51.0 million of pension liability within “Other Long-Term Liabilities” on the Condensed Consolidated Balance Sheets.

Defined Contribution Plan

The Company has defined contribution plans covering certain salaried associates and non-union hourly paid associates (the “Plan”). The Plan permits associates to defer a portion of their pre-tax and after-tax salary as contributions to the Plan. The Plan also provides for company-funded discretionary contributions as well as matching associates’ salary deferral contributions, at the discretion of the Board of Directors. The Company recorded expense of $1.3 million and $4.2 million for the Company match of employee contributions to the Plan for the three and nine months ended September 30, 2013. During the same periods last year, the Company recorded $1.4 million and $4.1 million to match employee contributions.

8. 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.

USSC has entered into five separate swap transactions to mitigate USSC’s floating rate risk on the noted aggregate notional amount of LIBOR-based interest rate risk noted in the table below. These swap transactions occurred as follows:

•

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. This swap transaction matured on January 15, 2013.

•

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. This swap transaction matured on 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. This swap transaction matured on June 29, 2012.

•

On July 18, 2012, USSC entered into a two-year forward, three-year interest rate swap transaction (the “July 2012 Swap Transaction”) with U.S. Bank National Association as the counterparty. The swap transaction has an effective date of July 18, 2014 and a maturity date of July 18, 2017.

•

On June 11, 2013, USSC entered into a seven-month forward, seven-year interest rate swap transaction (the “June 2013 Swap Transaction”) with J.P. Morgan Chase Bank as the counterparty. The swap transaction has an effective date of January 15, 2014 and a maturity date of January 15, 2021.

As of September 30, 2013, none of the Company’s current outstanding debt interest payments were designated as hedged forecasted transactions.

The Company’s outstanding swap transactions were accounted for as cash flow hedges and were recorded at fair value on the Condensed Consolidated Balance Sheet as of September 30, 2013, at the following amounts (in thousands):


As of September 30, 2013	Notional Amount		Receive	Pay			Maturity Date		Fair Value Net Asset ⁽¹⁾
July 2012 Swap Transaction	$	150,000	Floating 1-month LIBOR		1.054	%		July 18, 2017	$	532
June 2013 Swap Transaction	$	150,000	Floating 3-month LIBOR		2.125	%		January 15, 2021	$	1,909

(1)

These interest rate derivatives qualify for hedge accounting and are in a net asset position. Therefore, the fair value of the interest rate derivatives are included in the Company’s Condensed Consolidated Balance Sheets as a component of “Other Assets”, with an offsetting component in “Stockholders’ Equity” as part of “Accumulated Other Comprehensive Loss”.

Under the terms of the July 2012 Swap Transaction, USSC will be required to make monthly fixed rate payments to the counterparty calculated based on the notional amounts noted in the table above at a fixed rate also noted in the table above, while the counterparty will be obligated to make monthly floating rate payments to USSC based on the one-month LIBOR on the same referenced notional amount. Under the terms of the June 2013 Swap Transaction, USSC is required to make semi-annual fixed rate payments to the counterparty calculated based on the notional amounts noted in the table above at a fixed rate also noted in the table above, 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 hedged transactions described above qualify as cash flow hedges in accordance with accounting guidance on derivative instruments. This guidance requires companies to recognize all of their 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 (for example, hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), 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 July 2012 Swap Transaction effectively converts a portion of the Company’s future floating-rate debt to a fixed-rate basis. The June 2013 Swap Transaction reduces the exposure to variability in interest rates between the date the Company entered into the hedge and the future date of a debt issuance by the Company. Both swap transactions 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 (as noted above) will fail to perform under the terms of the agreement. The Company attempts to minimize the credit risk in these agreements by only entering into transactions with counterparties the Company determines are creditworthy. The market risk is the adverse effect on the value of a derivative financial instrument that results from a change in interest rates.

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 agreement. If an event of default had occurred and the counterparties had exercised their early termination rights under the outstanding swap transactions as of September 30, 2013, the Company would have been entitled to receive the aggregate fair value net asset of $2.4 million plus accrued interest from the counterparties.

The swap transactions that were in effect as of September 30, 2013 and the swap transactions that were in effect as of September 30, 2012 contained no ineffectiveness; therefore, all gains or losses on those derivative instruments were reported as a component of other comprehensive income (“OCI”) and reclassified into earnings as “interest expense” in the same period or periods during which they affected earnings. The following table depicts the effect of these derivative instruments on the statements of income and comprehensive income for the three and nine month periods ended September 30, 2013 and September 30, 2012.


	Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)						Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
	For the Three Months Ended September 30, 2013			For the Nine Months Ended September 30, 2013				For the Three Months Ended September 30, 2013		For the Nine Months Ended September 30, 2013
November 2007 Swap Transaction	$	—		$	(77	)	Interest expense, net	$	—	$	(228	)
December 2007 Swap Transaction		—			—		Interest expense, net		—		—
March 2008 Swap Transaction		—			—		Interest expense, net		—		—
July 2012 Swap Transaction		(574	)		878		Interest expense, net		—		—
June 2013 Swap Transaction		(578	)		1,121		Interest expense, net		—		—


	Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)						Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
	For the Three Months Ended September 30, 2012			For the Nine Months Ended September 30, 2012				For the Three Months Ended September 30, 2012			For the Nine Months Ended September 30, 2012
November 2007 Swap Transaction	$	(535	)	$	(1,811	)	Interest expense, net	$	(1,455	)	$	(4,294	)
December 2007 Swap Transaction		—			(1,335	)	Interest expense, net		—			(3,400	)
March 2008 Swap Transaction		—			(535	)	Interest expense, net		—			(1,344	)
July 2012 Swap Transaction		(500	)		(500	)	Interest expense, net		—			—
June 2013 Swap Transaction		—			—		Interest expense, net		—			—

9. Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including interest rate swap derivatives, based on the mark-to-market position of the Company’s positions and other observable interest rates (see Note 8 “Derivative Financial Instruments”, for more information on these interest rate swaps).

Accounting guidance on fair value establishes a hierarchy for those instruments measured at fair value which 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 level to apply to an asset or liability 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 September 30, 2013 (in thousands):


	Fair Value Measurements as of September 30, 2013
			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
Assets
Interest rate swap asset	$	2,441	$	—	$	2,441	$	—

The carrying amount of accounts receivable at September 30, 2013, including $403.9 million of receivables sold under the Receivables Securitization Program, approximates fair value because of the short-term nature of this item.

Accounting guidance on fair value measurements 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 September 30, 2013, no assets or liabilities are measured at fair value on a nonrecurring basis.

10. Other Assets and Liabilities

The Company had receivables related to supplier allowances totaling $93.4 million and $96.9 million included in “Accounts receivable” in the Condensed Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012, respectively.

Accrued customer rebates of $53.7 million and $56.3 million as of September 30, 2013 and December 31, 2012, respectively, were included in “Accrued liabilities” in the Condensed Consolidated Balance Sheets.

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, 2012.

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.

Company Background

United is a leading wholesale distributor of business products with 2012 net sales of approximately $5.1 billion. United stocks over 130,000 items from over 1,400 manufacturers. These items include a broad spectrum of manufacturer-branded and private brand technology products, traditional office products, office furniture, janitorial and breakroom supplies, and industrial supplies. United sells its products through a network of 64 distribution centers to its approximately 25,000 reseller customers, who in turn sell directly to end-consumers. The Company’s customers include independent office products dealers; contract stationers; office products superstores; computer products resellers; office furniture dealers; mass merchandisers; mail order companies; sanitary supply, paper and foodservice distributors; drug and grocery store chains; healthcare distributors; e-commerce merchants; oil field, welding supply and industrial/MRO distributors; and other independent distributors.

Overview of Strategy, Key Trends and Recent Results

•

Our strategy has two main components: 1) strengthen our core business and 2) diversify our offering of business essentials to drive profitable growth. We are well positioned to capture the growth created by the changing market and to help our supply chain partners win in the migration to conducting business online. We continue to invest in digital and online capabilities and are working with leading online resellers to help accelerate their growth in the categories we offer. Strengthening the core business also means driving efficiency and cost improvements. In addition, many distributors are broadening their categories and diversifying their businesses. Our business model allows these resellers to quickly enter new categories and scale their offerings. United’s product offering continues to expand into a broader product assortment of janitorial/breakroom and industrial products.

•

GAAP diluted earnings per share for the third quarter of 2013 were $1.01, compared with $0.91 in the prior-year period. Increased operating income and lower interest expense benefited earnings per share in the third quarter of 2013.

•

Third quarter sales were up 2.1% over the prior-year quarter, after adjusting for one more selling day in the third quarter of 2013. This increase was driven by strong industrial sales growth of 30.4%. The acquisition of OKI in the fourth quarter of last year was the primary driver of this growth. Industrial sales now comprise approximately 10% of our consolidated sales. Janitorial and breakroom products also grew by 3.8% with solid growth in sales of breakroom products. Sales from our three office products categories declined approximately 2.5% as the demand environment remained challenged by declining end user consumption trends, low jobs growth, and reduced government spending.

•

The gross margin rate of 15.2% was down from the prior-year quarter gross margin rate of 15.8%. This decline in the margin rate reflects lower product cost inflation and a larger percentage of lower-margin technology products. We have reached the anniversary of record margin rates in the prior year, making our comparisons more challenging. We continue to offset these challenges with our War on Waste initiatives, network optimization, and proactive cost reductions.

•

Operating income for the quarter ended September 30, 2013 was up 6.0% to $67.4 million or 5.0% of sales, versus $63.6 million or 4.9% of sales in the third quarter of 2012. This improvement was driven primarily by a decrease in operating expenses.

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 Trends and Recent Results” 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, 2012.

Critical Accounting Policies, Judgments and Estimates

During the first nine months of 2013, 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, 2012.

Adjusted Operating Income, Net Income and Earnings Per Share

The following table presents Adjusted Operating Expenses, Operating Income, Net Income, and Diluted Earnings Per Share for the nine-month period ended September 30, 2013 and 2012 (in thousands, except per share data) excluding the effects of pre-tax charges related to workforce reductions and facility closures in the first quarters of 2013 and 2012, respectively. Generally Accepted Accounting Principles require that the effects of these items be included in the Condensed Consolidated Statements of Income. Management believes that excluding these items is an appropriate comparison of its ongoing operating results to last year. 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 Generally Accepted Accounting Principles.


	For the Nine Months Ended September 30,
	2013						2012
				% to						% to
	Amount			Net Sales			Amount			Net Sales
Net Sales	$	3,861,655			100.00	%	$	3,836,032			100.00	%

Gross profit	$	594,122			15.39	%	$	572,946			14.94	%
Operating expenses	$	442,558			11.46	%	$	427,389			11.14	%
Workforce reduction and facility closure charge		(14,432	)		(0.37	)%		(6,247	)		(0.16	)%

Adjusted operating expenses	$	428,126			11.09	%	$	421,142			10.98	%

Operating income	$	151,564			3.93	%	$	145,557			3.80	%
Operating expense item noted above		14,432			0.37	%		6,247			0.16	%

Adjusted operating income	$	165,996			4.30	%	$	151,804			3.96	%

Net income	$	89,045					$	78,905
Operating expense item noted above, net of tax		8,948						3,873

Adjusted net income	$	97,993					$	82,778

Diluted earnings per share	$	2.21					$	1.91
Per share operating expense item noted above		0.22						0.10

Adjusted diluted earnings per share	$	2.43					$	2.01

Adjusted diluted earnings per share—growth rate over the prior year period		20.9	%
Weighted average number of common shares—diluted		40,331						41,229

Results of Operations—Three Months Ended September 30, 2013 Compared with the Three Months Ended September 30, 2012

Net Sales. Net sales for the third quarter of 2013 were $1.3 billion. The following table summarizes net sales by product category for the three-month periods ended September 30, 2013 and 2012 (in thousands):


	Three Months Ended September 30,
	2013		2012 ⁽¹⁾
Technology products	$	381,504	$	381,568
Janitorial and breakroom supplies		344,423		326,524
Traditional office products (including cut-sheet paper)		355,369		361,861
Industrial supplies		131,466		99,261
Office furniture		85,059		86,157
Freight revenue		29,222		25,310
Services, Advertising and Other		9,633		7,994

Total net sales	$	1,336,676	$	1,288,675

(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 Condensed Consolidated Statements of Income.

Sales in the technology products category decreased in the third quarter of 2013 by 1.6% versus the third quarter of 2012, after adjusting for one more selling day in the third quarter of 2013. This category, which continues to represent the largest percentage of the Company’s consolidated net sales, accounted for 28.5% of net sales for the third quarter of 2013. Sales declines in this category reflect the de-emphasis in sales of certain low profit portions of our business as we execute our margin improvement initiatives. In this quarter, however, the Company took advantage of unique opportunities to work with manufactures as they transition to new market programs. This helped the category perform better than recent quarters.

Sales in the janitorial and breakroom supplies product category increased 3.8% in the third quarter of 2013 compared to the third quarter of 2012, after adjusting for one more selling day in the third quarter of 2013. This category accounted for 25.8% of the Company’s third quarter 2013 consolidated net sales. This growth was driven by increased sales of breakroom products with higher sales in nearly all channels as existing customers leverage the Company’s broader offerings to expand their business.

Sales of traditional office products declined in the third quarter of 2013 by 3.3% versus the third quarter of 2012, after adjusting for one more selling day in the third quarter of 2013. Traditional office supplies represented 26.5% of the Company’s consolidated net sales for the third quarter of 2013. Within this category, slow job growth, a conservative outlook by small business owners, softer demand from the government and public sector, and ongoing workplace digitization all impacted consumption.

Industrial supplies sales in the third quarter of 2013 increased 30.4% compared to the same prior-year period, after adjusting for one more selling day in the third quarter of 2013. Sales of industrial supplies accounted for 10.0% of the Company’s net sales for the third quarter of 2013. Sales growth in industrial supplies was largely driven by the acquisition of OKI in November of 2012. Safety and general industrial sub-categories showed the strongest growth. Year-over-year sales decline in oilfield and welding experienced in the first half of 2013 continued into the third quarter of 2013.

Office furniture sales in the third quarter of 2013 declined 2.8% compared to the third quarter of 2012, after adjusting for one more selling day in the third quarter of 2013. Office furniture accounted for 6.4% of the Company’s third quarter of 2013 consolidated net sales. Third quarter sales declines in this category were driven by reduced sales to independent channel dealers and some national accounts.

The remainder of the Company’s third quarter 2013 net sales was composed of freight and other revenues.

Gross Profit and Gross Margin Rate. Gross profit (gross margin dollars) for the third quarter of 2013 was $203.7 million, compared to $203.8 million in the third quarter of 2012. The gross margin rate of 15.2% was down 58 basis points (bps) from the prior-year quarter gross margin rate of 15.8%. This decline was due primarily to an unfavorable shift in customer and product mix (35 bps) and lower product cost inflation (25 bps).

Operating Expenses. Operating expenses for the latest quarter were $136.3 million or 10.2% of sales, compared with $140.1 million or 10.9% of sales in the same period last year. The decrease in operating expenses was mainly due to savings from our ongoing cost management and lower health care (20 bps), variable management compensation (20 bps), and bad debt expense (15 bps).

Interest Expense, net. Interest expense, net for the third quarter of 2013 was $2.7 million, down by $2 million from the same period in 2012, mainly due to the expiration of an interest rate swap since the prior-year quarter and borrowing at a lower interest rate.

Income Taxes. Income tax expense was $24.2 million for the third quarter of 2013, compared with $22.2 million for the same period in 2012. The Company’s effective tax rate was 37.4% for the current-year quarter and 37.6% for the same period in 2012.

Net Income. Net income for the third quarter of 2013 totaled $40.5 million or $1.01 per diluted share, compared with net income of $36.8 million or $0.91 per diluted share for the same three-month period in 2012.

Results of Operations—Nine Months Ended September 30, 2013 Compared with the Nine Months Ended September 30, 2012

Net Sales. Net sales for the first nine months of 2013 were $3.86 billion compared to $3.84 billion in the same nine-month period of 2012. The following table summarizes net sales by product category for the nine-month periods ended September 30, 2013 and 2012 (in millions):


	Nine Months Ended September 30,
	2013		2012 (1)
Technology products	$	1,120,107	$	1,174,332
Janitorial and breakroom supplies		1,002,627		971,707
Traditional office products (including cut-sheet paper)		999,634		1,047,066
Industrial supplies		393,479		297,010
Office furniture		239,418		248,315
Freight revenue		79,896		73,585
Services, Advertising and Other		26,494		24,017

Total net sales	$	3,861,655	$	3,836,032

(1)

Sales in the technology products category decreased in the first nine months of 2013 by 4.6% versus the first nine months of 2012. This category accounted for 29.0% of net sales for the first nine months of 2013. Sales declines in this category reflected the impacts of increased digitization of the workplace with reduced sales of printer imaging supplies as well as decreased sales in certain low profit portions of our business as we executed our margin improvement initiatives.

Sales in the janitorial and breakroom supplies product category increased 3.2% in the first nine months of 2013 compared to the first nine months of 2012. This category accounted for 26.0% of the Company’s first nine months of 2013 consolidated net sales. The sales increase reflected execution of cross-selling initiatives and increased sales to other new channels that more than offset the shift of other national account business to direct purchases from manufacturers.

Sales of traditional office supplies were down 4.5% in the first nine months of 2013 compared to the first nine months of 2012. Traditional office supplies represented 25.9% of the Company’s consolidated net sales for the first nine months of 2013. Within this category, the decline was driven by reduced sales of cut-sheet paper and other traditional office products. New channel account sales increased from the prior-year, but this growth was more than offset by the sales decline in the independent dealer and national account channels.

Industrial sales in the first nine months of 2013 increased 32.5% compared to the same prior-year period. Sales of industrial supplies accounted for 10.2% of the Company’s net sales for the first nine months of 2013. Sales growth in industrial supplies was largely driven by the acquisition of OKI in November of 2012.

Office furniture sales in the first nine months of 2013 were down 3.6% compared to the first nine months of 2012. Office furniture accounted for 6.2% of the Company’s first nine months of 2013 consolidated net sales. Sales declines in this category were driven by continued weakness in demand for office furniture and reduced corporate and government spending.

The remainder of the Company’s first nine months of 2013 net sales was composed of freight and other revenues.

Gross Profit and Gross Margin Rate. Gross profit (gross margin dollars) for the first nine months of 2013 was $594.1 million, compared to $572.9 million in the third quarter of 2012. The gross margin rate of 15.4% was 45 basis points higher than the rate for the first nine months of the prior year. The gross margin rate increased due to favorable product category mix and margin improvement initiatives (45 bps), increased inventory purchase-related supplier allowances (40 bps), and WOW cost savings. These improvements were partially offset by lower product cost inflation (40 bps) and increased freight costs (15 bps).

Operating Expenses. Operating expenses for the first nine months of 2013 totaled $442.6 million or 11.5% of net sales, compared with $427.4 million or 11.1% of net sales in the first nine months of 2012. Excluding the $14.4 million network optimization and cost reduction charge in the first nine months of 2013 and the $6.2 million network optimization and cost reduction charge in the same period in 2012, adjusted operating expenses were $428.1 million or 11.1% of sales in 2013, compared with $421.1 million or 11.0% of sales in 2012. Operating expenses reflected increased employee-related costs mainly driven by the incremental costs from the acquisition of OKI. The Company continued to make investments in building capabilities and to drive growth.

Interest Expense, net. Interest expense for the first nine months of 2013 was $8.7 million, down by $10.2 million for the same period in 2012, mainly due to the maturing of interest rate swaps since the prior year and borrowing at a lower interest rate.

Income Taxes. Income tax expense was $53.8 million for the first nine months of 2013, compared with $47.7 million for the same period in 2012. The Company’s effective tax rate was 37.7% for the first nine months of 2013 and 2012.

Net Income. Net income for the first nine months of 2013 totaled $89.0 million or $2.21 per diluted share, compared with net income of $78.9 million or $1.91 per diluted share for the same nine-month period in 2012. Adjusted for the impacts of the network optimization and cost reduction charges in the first nine months of 2013 and 2012, net income was $98.0 million or $2.43 per diluted share, compared with net income of $82.8 million or $2.01 per diluted share in the prior-year period.

Liquidity and Capital Resources

United’s growth has historically been funded by a combination of cash provided by operating activities and debt financing. The Company believes that its cash from operations and collections of receivables, coupled with its sources of borrowings and available cash on hand, are sufficient to fund its currently anticipated requirements. These requirements include payments of interest and dividends, scheduled debt repayments, capital expenditures, working capital needs, restructuring activities, the funding of pension plans, and funding for additional share repurchases and acquisitions, if any. Due to our credit profile over the years, external funds have been available at an acceptable cost. We believe that current credit arrangements are sound and that the strength of our balance sheet affords us the financial flexibility to respond to both internal growth opportunities and those available through acquisitions.

Financing available from debt and the sale of accounts receivable as of September 30, 2013, is summarized below (in millions):

Availability


Maximum financing available under:
2013 Credit Agreement	$	700.0
2007 Master Note Purchase Agreement		135.0
Receivables Securitization Program ⁽¹⁾		200.0

Maximum financing available			$	1,035.0
Amounts utilized:
2013 Credit Agreement		171.1
2007 Master Note Purchase Agreement		135.0
Receivables Securitization Program ⁽¹⁾		200.0
Outstanding letters of credit		9.4

Total financing utilized				515.5

Available financing, before restrictions				519.5
Restrictive covenant limitation				110.5

Available financing as of September 30, 2013			$	409.0

(1)	The Receivables Securitization Program provides for maximum funding available of the lesser of $200.0 million or the total amount of eligible receivables less excess concentrations and applicable reserves.

Cash Flows

The following discussion focuses on information included in the accompanying Condensed Consolidated Statements of Cash Flows.

Operating Activities

Net cash provided by operating activities for the nine months ended September 30, 2013 totaled $79.4 million, compared with cash provided by operating activities of $155.7 million in the same nine-month period of 2012. This decrease in operating cash flows in the current year period was driven by higher working capital requirements and higher inventory levels than in the prior year period.

Investing Activities

Net cash used in investing activities for the first nine months of 2013 was $19.3 million, compared to net cash used in investing activities of $20.1 million for the nine months ended September 30, 2012. Capital expenditures for the first nine months of 2013 were $22.8 million compared to $20.3 million in the prior year period. For the full year 2013, the Company expects capital spending to be approximately $30 million to $35 million.

Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2013 totaled $61.0 million, compared with $126.2 million in the prior-year period. Net cash used in financing activities during the first nine months of 2013 was impacted by $16.9 million in net repayments of borrowings under debt arrangements, $47.0 million in share repurchases, and $16.8 million in payment of cash dividends. These outflows were partially offset by cash inflows of $18.1 million in net proceeds from share-based compensation arrangements. In 2012, repayments of borrowings of $41.7 million, stock repurchases of $67.5 million, and cash dividends of $16.1 million drove the $126.2 million cash outflow.

Debt

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


	As of			As of
	September 30, 2013			December 31, 2012
2013 Credit Agreement	$	171.1		$	238.1
2007 Master Note Purchase Agreement (Private Placement)		135.0			135.0
Receivables Securitization Program		200.0			150.0
Mortgage & Capital Lease		1.4			1.3

Debt		507.5			524.4
Stockholders’ equity		796.2			738.1

Total capitalization	$	1,303.7		$	1,262.5

Debt-to-total capitalization ratio		38.9	%		41.5	%

The Company and USSC are parties to a Fourth Amended and Restated Five-Year Revolving Credit Agreement (the “2013 Credit Agreement”) with JPMorgan Chase Bank, National Association, as Agent, and the lenders identified therein. The 2013 Credit Agreement amended and restated the Company’s previous five-year revolving credit agreement (the “2011 Credit Agreement”). The 2013 Credit Agreement is a revolving credit facility with an aggregate committed principal amount of $700 million. The 2013 Credit Agreement also provides for the issuance of letters of credit. Subject to the terms and conditions of the 2013 Credit Agreement, USSC may seek additional commitments to increase the aggregate committed principal amount to a total amount of $1.05 billion. The 2013 Credit Agreement expires on July 6, 2018.

•

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

•

The Receivables Sale Agreement between USSC and USFS;

•

The Receivables Purchase Agreement between USFS and USR; and

•

The Performance Guaranty executed by USI in favor of USR.

The 2013 Credit Agreement, the 2007 Note Purchase Agreement, and the Receivables Securitization Program agreements contains representations and warranties, covenants and events of default that are customary for facilities of those types. The agreements also contain cross-default provisions under which, if a termination event occurs under any of the 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.

Contractual Obligations

During the nine-month period ended September 30, 2013, the Company entered into several operating lease extensions committing the Company to an additional $43.5 million in contractual obligations from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

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 nine months of 2013 from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, the principal executive officer and the principal financial officer concluded that our disclosure controls and procedures are effective in providing reasonable assurance that material information required to be disclosed in our reports filed with or submitted to the Securities and Exchange Commission under the Securities Exchange Act is made known to management, including the principal executive officer and the principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended September 30, 2013, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our 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 has established reserves, which are not material, for potential losses that are probable and reasonably estimable that may result from those proceedings. In many cases, however, it is difficult to determine whether a loss is probable or even possible or to estimate the amount or range of potential loss, particularly where proceedings may be in relatively early stages or where plaintiffs are seeking substantial or indeterminate damages. Matters frequently need to be more developed before a loss or range of loss can reasonably be estimated. The Company believes that pending legal proceedings will be resolved with no 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, 2012. There have been no material changes to the risk factors described in such Form 10-K.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

(a)

Not applicable.

(b)

Not applicable.

(c)

Common Stock Purchases.

During the nine-month periods ended September 30, 2013 and 2012, the Company repurchased 1,353,020 and 2,363,686 shares of USI’s common stock at an aggregate cost of $47.5 million and $67.5 million, respectively. The Company repurchased 1.4 million shares for $50.7 million year-to-date through October 24, 2013. As of that date, the Company had approximately $104.4 million remaining of existing share repurchase authorization from the Board of Directors.


2013 Fiscal Month	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
July 1, 2013 to July 30, 2013		84,431	$	36.62		84,431	$	110,984,380
August 1, 2013 to August 31, 2013		5,460		39.99		5,460		110,766,049
September 1, 2013 to September 30, 2013		76,679		41.61		76,679		107,575,263

Total Third Quarter		166,570	$	39.03		166,570	$	107,575,263

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		Third 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)

3.2		Amended and Restated Bylaws of the Company, dated as of July 16, 2009 (Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended September 30, 2009, filed on November 5, 2009)

4.1		Master Note Purchase Agreement, dated as of October 15, 2007, among United Stationers Inc. (“USI”), United Stationers Supply Co. (“USSC”), and the note Purchasers identified therein (Exhibit 4.1 to the Company’s Form 10-Q for the quarter ended June 30, 2010, filed on August 6, 2010)

4.2		Parent Guaranty, dated as of October 15, 2007, by USI in favor of holders of the promissory notes identified therein (Exhibit 4.4 to the Company’s Form 10-Q for the quarter ended September 30, 2007, filed on November 7, 2007)

4.3		Subsidiary Guaranty, dated as of October 15, 2007, by Lagasse, Inc., United Stationers Technology Services LLC (“USTS”) and United Stationers Financial Services LLC (“USFS”) in favor of the holders of the promissory notes identified therein (Exhibit 4.5 to the Company’s Form 10-Q for the quarter ended September 30, 2007, filed on November 7, 2007)

10.1*		Form of Restricted Stock Award Agreement with EPS Minimum under the 2004 Long-Term Incentive Plan**

10.2*		Fourth Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 8, 2013, among USSC, as borrower, USI, as a loan party, JPMorgan Chase Bank, National Association , as Agent, and the financial institutions listed on the signature pages thereto (the “Credit Agreement”)

10.3*		Amended and Restated Guaranty, dated as of July 8, 2013, executed by USI and its subsidiaries United Stationers Management Services LLC (“USMS”), United Stationers Financial Services LLC (“USFS”), Lagasse, LLC (“Lagasse”), ORS Nasco, LLC (“ORS”), MBS Dev, Inc. (“MBS”), Oklahoma Rig, Inc. (“Rig”), Oklahoma Rig & Supply Co. Trans., Inc. (“Trans”), O.K.I. Supply, LLC (“OKI Supply”), O.K.I. Data, Inc. (“OKI Data”), and OKI Middle East Holding Co. (“OKI Holding”) in favor of JPMorgan Chase Bank, National Association, as Administrative Agent for the benefit of the Holders of Secured Obligations (as defined in the Credit Agreement listed in Exhibit 10.2)

10.4*		Reaffirmation, dated as of July 8, 2013, executed by USI, USSC, USMS, USFS, Lagasse, ORS, MBS, Rig, Trans, OKI Supply, OKI Data and OKI Holding

31.1*		Certification of Chief Executive Officer, dated as of October 28, 2013, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer, dated as of October 28, 2013, 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 October 28, 2013, 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 September 30, 2013, filed with the SEC on October 28, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statement of Income for the three- and nine-month periods ended September 30, 2013 and 2012, (ii) the Condensed Consolidated Balance Sheet at September 30, 2013 and December 31, 2012, (iii) the Condensed Consolidated Statement of Cash Flows for the nine-month period ended September 30, 2013 and 2012, and (iv) Notes to Condensed Consolidated Financial Statements.

*	- Filed herewith

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

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)

Date: October 28, 2013						/s/ Todd A. Shelton
						Todd A. Shelton
						Senior Vice President and Chief Financial Officer (Duly authorized signatory and principal financial officer)

Exhibit 10.1

UNITED STATIONERS INC.

2004 LONG-TERM INCENTIVE PLAN

Restricted Stock Award Agreement With EPS Minimum

This Restricted Stock Award Agreement (this “Agreement”), dated as of September 1, 2013 (the “Award Date”), is by and between «First_Name» «Last_Name» (the “Participant”), and United Stationers Inc., a Delaware corporation (the “Company”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Company’s 2004 Long-Term Incentive Plan (the “Plan”). In the exercise of its discretion to issue stock of the Company, the Committee has determined that the Participant should receive a restricted stock award, on the following terms and conditions:

Grant . The Company hereby grants to the Participant a Restricted Stock Award (the “Award”) of XXX shares of Stock (the “Restricted Shares”). The Award will be subject to the terms and conditions of the Plan and this Agreement. The Award constitutes the right, subject to the terms and conditions of the Plan and this Agreement, to distribution of the Restricted Shares.

Stock Certificates . The Company will issue certificates for, or cause its transfer agent to maintain a book entry account reflecting the issuance of, the Restricted Shares in the Participant’s name. The Secretary of the Company, or the Company’s transfer agent, will hold the certificates for the Restricted Shares, or cause such Restricted Shares to be maintained as restricted shares in a book entry account, until the Restricted Shares either vest or are forfeited. Any certificates that are issued for Restricted Shares will bear a legend, and any book entry accounts that are maintained therefore will have an appropriate notation, in accordance with Section 6 hereof. The Participant’s right to receive the Award hereunder is contingent upon the Participant’s execution and delivery to the Secretary of the Company of all stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would permit transfer to the Company of all or a portion of the Restricted Shares in the event such Restricted Shares are forfeited in whole or in part. The Company, or its transfer agent, will distribute to the Participant (or, if applicable, the Participant’s designated beneficiary or other appropriate recipient in accordance with Section 5 hereof) certificates evidencing ownership of vested Restricted Shares as and when provided in Sections 4 and 5 hereof.

Rights as Stockholder . On and after the Award Date, and except to the extent provided in this Section 3 and in Section 9 below, the Participant will be entitled to all of the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares, the right to receive dividends and other distributions payable with respect to the Restricted Shares, and the right to participate in any capital adjustment applicable to all holders of Stock. The Participant will not, however, have the right to receive any regular cash dividend with respect to Restricted Shares that are not yet vested as of the applicable dividend record date, and hereby waives his or her right to receive such dividends with respect to unvested Restricted Shares. Any dividend or distribution other than a regular cash dividend that is payable or distributable with respect to Restricted Shares that are not yet vested as of the applicable payment date will be deposited with the Company and will be subject to the same restrictions, vesting conditions and other terms of this Agreement to which the underlying Restricted Shares are subject. If the Participant forfeits any rights he or she may have under this Award in accordance with Section 4 hereof, the Participant shall, on the day following the event of forfeiture, no longer have any rights as a stockholder with respect to any and all Restricted Shares not then vested and so forfeited, or any interest therein, and the Participant shall no longer be entitled to receive dividends on or vote any such Restricted Shares as of any record date occurring thereafter.

Vesting; Effect of Date of Termination . The Participant’s Restricted Shares will vest in three annual increments of one-third of the Restricted Shares on each of the first three anniversaries of the Award Date (the “Scheduled Vesting Dates”); provided that the Participant’s Date of Termination has not occurred before a Scheduled Vesting Date and provided further that the Company’s cumulative Earnings Per Share ¹ for the four calendar quarters

Earnings per share will be based on the Company’s audited financial statements and re-calculated based on accounting standards promulgated by the Financial Accounting Standards Board or similar accounting standards body in place as of December 31, 2012, and will be adjusted to eliminate the effects of any and all of the following (net of any tax effects): (i) write-offs of previously capitalized costs from refinancing activities; (ii) the effects on financial results of any subsidiary charitable contributions to the United Stationers Charitable Foundation; (iii) the impact on financial results during the year of completion and the year following, of any acquisitions or dispositions valued at more than $50 million in annual revenue for the most recently completed fiscal year, such impact to be as projected in the final financial valuation of the transaction and its impacts presented to the Board prior to the Board’s approval of the transaction; (iv) the effects of amounts accrued or paid related to prior period claims sold to Kemper Insurance; (v) impairment of goodwill and other intangible assets, if any; (vi) the effects of any termination of any interest rate swap agreement; (vii) the facility closure expenses, severance and related expenses associated with the first quarter 2013 actions to optimize the distribution network and reduce cost and, (viii) the effects of the termination, immunization, or change in accounting principles of the Company’s pension plans, if any.

immediately preceding an applicable Scheduled Vesting Date exceeds $0.50 per share. If the Participant’s Date of Termination occurs for any reason before all of the Participant’s Restricted Shares have become vested under this Agreement, the Participant’s Restricted Shares that have not theretofore become vested will be forfeited on and after the Participant’s Date of Termination, subject to the following:

(a)

If the Participant’s Date of Termination occurs by reason of the Participant’s death or Permanent and Total Disability, a portion of the Restricted Shares that have not otherwise vested under this Agreement will become vested as of the Participant’s Date of Termination. That portion of the then unvested Restricted Shares shall be determined by multiplying (i) the number of Restricted Shares eligible to vest on the next Scheduled Vesting Date following the Date of Termination by (ii) a fraction, the numerator of which shall be the number of whole months elapsed from the Scheduled Vesting Date immediately prior to the Date of Termination (or the Award Date if there was no Scheduled Vesting Date prior to the Date of Termination) to the Date of Termination, and the denominator of which shall be twelve.

(b)

If the Participant’s Date of Termination occurs by reason of the Participant’s Retirement (as defined in paragraph 4(g)), then the unvested Restricted Shares at that time will continue to vest on the remaining Scheduled Vesting Dates to the extent that the Restricted Shares have been earned based on the Company’s achievement of the Earnings Per Share goal specified in Section 4 for the four calendar quarters immediately preceding any such Scheduled Vesting Date, but only if the following conditions have been satisfied: (i) the Participant has provided the Company with written notice of his or her intent to retire at least 3 months prior to the Participant’s Date of Termination (but such advance notice shall not be required if Retirement occurs as a result of Participant’s involuntary separation from service without Cause, Participant’s death or Disability, or Participant’s separation from service for Good Reason); and (ii) the Participant executes a release of claims and an agreement not to compete in such forms as the Company may reasonably prescribe. If these conditions are not satisfied, any unvested Restricted Shares as of the Date of Termination shall be forfeited.

(c)

If a Change of Control occurs after the Award Date and prior to the Participant’s Date of Termination, then (i) 50% of the Restricted Shares that have not otherwise vested under this Agreement will then become fully vested as of the date of such event; and (ii) the portion of the Restricted Shares that does not vest in accordance with the preceding clause (i) shall be subject to the vesting provisions of this Agreement without regard to the acceleration of vesting under clause (i).

(d)

If a Change of Control occurs after the Award Date and prior to the Participant’s Date of Termination and, during the two-year period following the date of such Change of Control, the Participant’s Date of Termination occurs by reason of termination of the Participant’s employment by the Company or its Subsidiaries without Cause or by the Participant for Good Reason, the Restricted Shares that have not otherwise vested under this Agreement will be fully vested as of the Participant’s Date of Termination.

(e)

For purposes of this Agreement, the term “Permanent and Total Disability” means the Participant’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, effectively to carry out his duties and obligations as an employee of the Company or its Subsidiaries or to participate effectively and actively as an employee of the Company or its Subsidiaries for 90 consecutive days or shorter periods aggregating at least 180 days (whether or not consecutive) during any twelve-month period.

(f)

For purposes of this Agreement, “Retirement” means the Participant’s termination of employment (as described in the definition of “Date of Termination” in the Plan) occurring after the Participant has reached age 60 and has completed at least 10 years of Service with the Company and its Subsidiaries.

Except as otherwise specifically provided, the Company will not have any further obligations to the Participant under this Agreement if the Participant’s Restricted Shares are forfeited as provided herein.

Terms and Conditions of Distribution . The Company, or its transfer agent, will distribute to the Participant certificates for any portion of the Restricted Shares which becomes vested in accordance with this Agreement within 30 days after the vesting thereof. If the Participant dies before the Company has distributed certificates for any vested portion of the Restricted Shares, the Company will distribute certificates for that vested portion of the Restricted Shares and, to the extent provided under Section 4 hereof, the remaining balance of the Restricted Shares which become vested upon the Participant’s death in accordance with the Participant’s will or, if the Participant did not have a will, in accordance with the laws of descent and distribution.


2013 Long-Term Incentive Grant-EPS Minimum		Page 2 of 5

Notwithstanding the foregoing, the Committee may require the Participant, or the alternate recipient identified in the preceding paragraph, to satisfy any potential federal, state, local or other tax withholding liability. Such liability must be satisfied at the time such Restricted Shares become “substantially vested” (as defined in the regulations issued under Section 83 of the Code). At the election of the Participant, and subject to such rules and limitations as may be established by the Committee from time to time, such withholding obligations may be satisfied: (A) through a cash payment by the Participant, (B) through the surrender of shares of Stock that the Participant already owns (provided, however, to the extent shares described in this clause (B) are used to satisfy more than the minimum statutory withholding obligation, as described below, then payments made with shares of Stock in accordance with this clause (B) shall be limited to shares held by the Participant for not less than six months prior to the payment date), (C) through the surrender of shares of Stock to which the Participant is otherwise entitled in respect of the Award under this Agreement; provided, however, that such shares under this clause (C) may be used to satisfy not more than the minimum statutory withholding obligation of the Company or applicable Subsidiary (based on minimum statutory withholding rates for federal, state and local tax purposes, including payroll taxes, that are applicable to such supplemental taxable income), or (D) any combination of (A), (B) and (C); provided , however , that the Committee shall have sole discretion to disapprove of an election pursuant to any of clauses (B)-(D) and that the Committee may require that the method of satisfying such an obligation be in compliance with Section 16 of the Exchange Act (if the Participant is subject thereto) and any other applicable laws and the respective rules and regulations thereunder. Any fraction of a share of Stock which would be required to satisfy such an obligation will be disregarded and the remaining amount due will be paid in cash by the Participant.

The Company will not be required to make any distribution of any portion of the Restricted Shares under this Section 5 (i) before the first date that such portion of the Restricted Shares may be distributed to the Participant without penalty or forfeiture under federal or state laws or regulations governing short swing trading of securities, or (ii) at any other time when the Company or the Committee reasonably determines that such distribution or any subsequent sale of the Restricted Shares would not be in compliance with other applicable securities or other laws or regulations. In determining whether a distribution would result in any such penalty, forfeiture or noncompliance, the Company and the Committee may rely upon information reasonably available to them or upon representations of the Participant or the Participant’s legal or personal representative.

Legend on Stock Certificates . If one or more certificates for all or any portion of the Restricted Shares are issued in the Participant’s name under this Agreement before such Restricted Shares become vested, the certificates shall bear the following legend, or any alternate legend that counsel to the Company believes is necessary or desirable, to facilitate compliance with applicable securities or other laws:

“The securities represented by this Certificate are subject to certain restrictions on transfer specified in the Restricted Stock Award Agreement dated as of the Award Date between the issuer (the “Company”) and the holder named on this Certificate, and the Company reserves the right to refuse the transfer of such securities, whether voluntary, involuntary or by operation of law, until such conditions have been fulfilled with respect to such transfer. A copy of such conditions shall be furnished by the Company to the holder hereof upon written request and without charge.”

If any such Restricted Shares are not represented by certificate(s) prior to their vesting, but are instead maintained by the Company’s transfer agent in uncertificated form in a book entry account, the account shall bear an appropriate notation to the effect that the Restricted Shares included therein are subject to the restrictions of this Agreement. Whether maintained in certificated or uncertificated book entry form, the Company may instruct its transfer agent to impose stop transfer instructions with respect to any such unvested Restricted Shares.

The foregoing legend or notation and stop transfer instructions will be removed from the certificates evidencing or account maintained for all or any portion of the Restricted Shares after the conditions set forth in Sections 4 and 5 hereof have been satisfied as to such Restricted Shares.

Delivery of Certificates . Despite the provisions of Sections 4 and 5 hereof, the Company is not required to issue or deliver any certificates for Restricted Shares if at any time the Company determines that the listing, registration or qualification of such Restricted Shares upon any securities exchange or under any law, the consent or approval of any governmental body or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of the Restricted Shares hereunder in compliance with all applicable laws and regulations, unless such listing, registration, qualification, consent, approval or other action has been effected or obtained, free of any conditions not acceptable to the Company.


2013 Long-Term Incentive Grant-EPS Minimum		Page 3 of 5

8.	No Right to Employment . Nothing herein confers upon the Participant any right to continue in the employ of the Company or any Subsidiary.

Nontransferability . Except as otherwise provided by the Committee or as provided in Section 5, and except with respect to vested shares, the Participant’s interests and rights in and under this Agreement are not assignable or transferable other than as designated by the Participant by will or by the laws of descent and distribution. Distribution of Restricted Shares will be made only to the Participant; or, if the Committee has been provided with evidence acceptable to it that the Participant is legally incompetent, the Participant’s personal representative; or, if the Participant is deceased, to the designated beneficiary or other appropriate recipient in accordance with Section 5 hereof. The Committee may require personal receipts or endorsements of a Participant’s personal representative, designated beneficiary or alternate recipient provided for herein, and the Committee shall extend to those individuals the rights otherwise exercisable by the Participant with regard to any withholding tax election in accordance with Section 5 hereof. Any effort to otherwise assign or transfer any Restricted Shares (before they are distributed) or any rights or interests therein or thereto under this Agreement will be wholly ineffective, and will be grounds for termination by the Committee of all rights and interests of the Participant and his or her beneficiary in and under this Agreement.

10.	Administration and Interpretation . The Committee has the authority to control and manage the operation and administration of the Plan. Any interpretations of the Plan by the Committee and any decisions made by it under the Plan are final and binding on the Participant and all other persons.

11.	Governing Law . This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to principles of conflicts of law of Delaware or any other jurisdiction.

12.

Sole Agreement . Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to all of the terms and conditions of the Plan (as the same may be amended in accordance with its terms), a copy of which may be obtained by the Participant from the office of the Secretary of the Company. In addition, this Agreement and the Participant’s rights hereunder shall be subject to all interpretations, determinations, guidelines, rules and regulations adopted or made by the Committee from time to time pursuant to the Plan. This Agreement is the entire agreement between the parties to it with respect to the subject matter hereof, and supersedes any and all prior oral and written discussions, commitments, undertakings, representations or agreements (including, without limitation, any terms of any employment offers, discussions or agreements between the parties).

13.	Binding Effect . This Agreement will be binding upon and will inure to the benefit of the Company and the Participant and, as and to the extent provided herein and under the Plan, their respective heirs, executors, administrators, legal representatives, successors and assigns.

14.

Amendment and Waiver . This Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended by written agreement between the Company and the Participant without the consent of any other person. No course of conduct or failure or delay in enforcing the provisions of this Agreement will affect the validity, binding effect or enforceability of this Agreement.

I N W ITNESS W HEREOF , the Company has duly executed this Agreement as of the Award Date.

Very truly yours,

UNITED STATIONERS INC.

By:

Charles Crovitz

Chairman of the Board


2013 Long-Term Incentive Grant-EPS Minimum		Page 4 of 5

Exhibit 10.2

LOGO

FOURTH AMENDED AND RESTATED

FIVE-YEAR REVOLVING CREDIT AGREEMENT

DATED AS OF JULY 8, 2013

AMONG

UNITED STATIONERS SUPPLY CO.,

AS THE BORROWER

UNITED STATIONERS INC.,

AS A LOAN PARTY

THE LENDERS FROM TIME TO TIME PARTIES HERETO

U.S. BANK NATIONAL ASSOCIATION

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION,

AS SYNDICATION AGENTS

BANK OF AMERICA, N.A.

AND

PNC BANK, NATIONAL ASSOCIATION

AS DOCUMENTATION AGENTS

AND

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

AS ADMINISTRATIVE AGENT

JPMORGAN SECURITIES LLC,

U.S. BANK NATIONAL ASSOCIATION,

AND

WELLS FARGO SECURITIES, LLC

AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS

TABLE OF CONTENTS



ARTICLE I	DEFINITIONS	1

1.1.	Certain Defined Terms	1
1.2.	Terms Generally	22

ARTICLE II	THE CREDITS	23

2.1.	Existing Revolving Loans; Commitment	23
2.2.	Required Payments; Termination	23
2.3.	Ratable Loans; Types of Advances	24
2.4.	Swing Line Loans	24
2.5.	Commitment Fee; Aggregate Commitment	25
2.6.	Minimum Amount of Each Advance	25
2.7.	Optional Principal Payments	26
2.8.	Method of Selecting Types and Interest Periods for New Advances	26
2.9.	Conversion and Continuation of Outstanding Advances; No Conversion or Continuation of Eurodollar Advances After Default	27
2.10.	Changes in Interest Rate, etc.	27
2.11.	Rates Applicable After Default	27
2.12.	Method of Payment	28
2.13.	Noteless Agreement; Evidence of Indebtedness	28
2.14.	Telephonic Notices	29
2.15.	Interest Payment Dates; Interest and Fee Basis	29
2.16.	Notification of Advances, Interest Rates, Prepayments and Commitment Reductions; Availability of Loans	29
2.17.	Lending Installations	29
2.18.	Non-Receipt of Funds by the Agent	30
2.19.	Replacement of Lender	30
2.20.	Facility LCs	31
2.21.	Increase of Aggregate Commitment	35
2.22.	Defaulting Lenders	36

ARTICLE III	YIELD PROTECTION; TAXES	38

3.1.	Yield Protection	38
3.2.	Changes in Capital Adequacy Regulations	38
3.3.	Availability of Types of Advances	39
3.4.	Funding Indemnification	39
3.5.	Taxes	39
3.6.	Lender Statements; Survival of Indemnity	42
3.7.	Alternative Lending Installation	42

ARTICLE IV	CONDITIONS PRECEDENT	43

4.1.	Effectiveness of Commitments	43
4.2.	Each Credit Extension	44

ARTICLE V	REPRESENTATIONS AND WARRANTIES	44

5.1.	Existence and Standing	44
5.2.	Authorization and Validity	45


5.3.	No Conflict; Government Consent	45
5.4.	Financial Statements	45
5.5.	Material Adverse Change	45
5.6.	Taxes	46
5.7.	Litigation and Contingent Obligations	46
5.8.	Subsidiaries	46
5.9.	ERISA	46
5.10.	Accuracy of Information	47
5.11.	Regulation U	47
5.12.	Compliance With Laws	47
5.13.	Ownership of Properties	47
5.14.	Plan Assets; Prohibited Transactions	47
5.15.	Environmental Matters	47
5.16.	Investment Company Act	47
5.17.	Insurance	48
5.18.	Solvency	48
5.19.	Collateral Documents	48
5.20.	No Default or Unmatured Default	48
5.21.	Certain Subsidiaries	48

ARTICLE VI	COVENANTS	48

6.1.	Financial Reporting	48
6.2.	Use of Proceeds	50
6.3.	Notice of Default	50
6.4.	Conduct of Business	50
6.5.	Taxes	50
6.6.	Insurance	50
6.7.	Compliance with Laws	50
6.8.	Maintenance of Properties	51
6.9.	Inspection; Keeping of Books and Records	51
6.10.	Dividends	51
6.11.	Merger	52
6.12.	Sale of Assets	52
6.13.	Investments and Acquisitions	53
6.14.	Indebtedness	57
6.15.	Liens	59
6.16.	Affiliates	61
6.17.	Financial Contracts	61
6.18.	Subsidiary Covenants	61
6.19.	Contingent Obligations	62
6.20.	Leverage Ratio	62
6.21.	Minimum Consolidated Net Worth	63
6.22.	[Reserved]	63
6.23.	Subsidiary Collateral Documents; Subsidiary Guarantors	63
6.24.	Foreign Subsidiary Investments	64
6.25.	SPV Organizational Documents	65

ARTICLE VII	DEFAULTS	65

ARTICLE VIII	ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES	68


8.1.	Acceleration	68
8.2.	Amendments	69
8.3.	Preservation of Rights	70

ARTICLE IX	GENERAL PROVISIONS	70

9.1.	Survival of Representations	70
9.2.	Governmental Regulation	70
9.3.	Headings	70
9.4.	Entire Agreement	70
9.5.	Several Obligations; Benefits of this Agreement	70
9.6.	Expenses; Indemnification	71
9.7.	Numbers of Documents	72
9.8.	Accounting	72
9.9.	Severability of Provisions	72
9.10.	Nonliability of Lenders	72
9.11.	Confidentiality	73
9.12.	Lenders Not Utilizing Plan Assets	73
9.13.	Nonreliance	74
9.14.	Disclosure	74
9.15.	Performance of Obligations	74
9.16.	USA PATRIOT Act	74
9.17.	No Duties Imposed on Syndication Agents or Documentation Agents	74

ARTICLE X	THE AGENT	75

10.1.	Appointment; Nature of Relationship	75
10.2.	Powers	75
10.3.	General Immunity	75
10.4.	No Responsibility for Loans, Recitals, etc.	76
10.5.	Action on Instructions of Lenders	76
10.6.	Employment of Agents and Counsel	76
10.7.	Reliance on Documents; Counsel	76
10.8.	Agent’s Reimbursement and Indemnification	76
10.9.	Notice of Default	77
10.10.	Rights as a Lender	77
10.11.	Lender Credit Decision	77
10.12.	Successor Agent	77
10.13.	Agent and Arrangers Fees	78
10.14.	Delegation to Affiliates	78
10.15.	Appointment for Perfection	78
10.16.	Collateral Documents and Guaranty	78
10.17.	Quebec Security	79

ARTICLE XI	SETOFF; RATABLE PAYMENTS	80

11.1.	Setoff	80
11.2.	Ratable Payments	80

ARTICLE XII	BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS	80

12.1.	Successors and Assigns; Designated Lenders	80
12.2.	Participations	82

iii


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; Effectiveness; Electronic Communication	85

ARTICLE XIV	COUNTERPARTS	87

ARTICLE XV	CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	88

15.1.	CHOICE OF LAW	88
15.2.	CONSENT TO JURISDICTION	88
15.3.	WAIVER OF JURY TRIAL	88

ARTICLE XVI	NO NOVATION; CONTINUATION; REFERENCES TO THIS AGREEMENT IN LOAN DOCUMENTS	88

16.1.	No Novation; Continuation	88
16.2.	References to This Agreement In Other Loan Documents	89

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 Note

Exhibit B	—	Form of Assignment and Assumption Agreement

Exhibit C	—	Form of Compliance Certificate

Exhibit D	—	List of Closing Documents

Exhibit E	—	Form of Designation Agreement

FOURTH AMENDED AND RESTATED

FIVE-YEAR REVOLVING CREDIT AGREEMENT

This Fourth Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 8, 2013, is entered into by and among United Stationers Supply Co., an Illinois corporation, as the Borrower, United Stationers Inc., a Delaware corporation, as a Loan Party, the Lenders, U.S. Bank National Association and Wells Fargo Bank, National Association, as Syndication Agents, Bank of America, N.A. and PNC Bank, National Association, as Documentation Agents, and JPMorgan Chase Bank, National Association, as Agent.

PRELIMINARY STATEMENTS

WHEREAS , USI, the Borrower, certain Lenders, the Departing Lenders and the Agent are parties to that certain Third Amended and Restated Credit Agreement, dated as of September 21, 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “ Existing Credit Agreement ”);

WHEREAS , USI, 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 USI 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.

“ Acquisition Pro Forma ” is defined in Section 6.13.5.

“ Adjusted Leverage Ratio ” is defined in the Pricing Schedule.

“ 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.

“ Affected Lender ” is defined in Section 2.19.

“ 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 (including its branches and Affiliates) 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; provided that, as the context may require, “Agent” shall also mean the “Collateral Agent” under, and as defined in, the Security Agreement.

“ Agent Party ” is defined in Section 13.1.4.

“ 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 Seven Hundred Million and 00/100 Dollars ($700,000,000).

“ Aggregate Outstanding Credit Exposure ” means, at any time, the aggregate of the Outstanding Credit Exposure of all the Lenders.

“ Agreement ” means this Fourth 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.

“ 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 and (iii) the sum of (x) the quotient of (a) the Eurodollar Base Rate for a one month interest period on such day (or if such day is not a Business Day, the immediately preceding Business Day) divided by (b) one minus the Reserve Requirement (expressed as a decimal) plus (y) one percent (1.0%). Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Base Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Base 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 ” and “ Arrangers ” shall mean J.P. Morgan Securities LLC, U.S. Bank National Association and Wells Fargo Securities, LLC and their successors, in their capacities as joint lead arrangers and joint bookrunners for the loan transaction evidenced by this Agreement, individually or collectively, as the context requires.

“ 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 USI 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.

“ Bankruptcy Event ” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ 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 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.

“ 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.

“ 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 GAAP.

“ 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 AA by S&P or Aa 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 USI having ordinary voting power for the election of directors; (ii) USI 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 USI fails to consist of Continuing Directors.

“ Change in Law ” means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rules, guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided, however, that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to a “Change in Law” regardless of the date enacted, adopted, issued or implemented.

“ Charges ” is defined in Section 9.18.

“ 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 USI 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, (ii) any shares of USI’s capital stock that have been repurchased by USI and held in treasury or (iii) any interest in real property.

“ 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, 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 USI 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 Revolving Loans to, and participate in (i) Facility LCs issued upon the application of, and each LC Issuer’s obligation to issue Facility LCs for the account of, the Borrower and (ii) Swing Line Loans hereunder, 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.

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“ Communications ” is defined in Section 13.1.4.

“ Consolidated EBITDA ” means, with respect to any period, (A) Consolidated Net Income for such period, plus (B) 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, (vii) any extraordinary non-cash or nonrecurring non-cash charges or losses, (viii) fees, costs and expenses incurred in connection with Permitted Acquisitions in an aggregate amount not to exceed $10,000,000 in any fiscal year and (ix) in connection with any Qualifying Permitted Acquisition or Material Disposition, calculated on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements delivered hereunder, as of March 31, 2013), (1) any cost savings and expenses that relate to such Qualifying Permitted Acquisition or Material Disposition in accordance with Article 11 of Regulation S-X under the Securities Act and (2) any demonstrable cost-savings and operating expense reductions (net of continuing associated expenses) that relate to such Qualifying Permitted Acquisition or Material Disposition or are reasonably anticipated by the Borrower to be achieved in connection with such Qualifying Permitted Acquisition or Material Disposition within the 12-month period following the consummation thereof, which the Borrower determines in good faith are reasonable and which are so set forth in a certificate of a financial officer of the Borrower delivered to the Agent; provided that amounts added back pursuant to this subclause (2) shall be permitted only to the extent to the aggregate additions under subclauses (1) and (2) for such period do not exceed 10% of the amount which could have been included in Consolidated EBITDA in the absence of the adjustment under this clause (ix), minus (C) to the extent included in Consolidated Net Income for such period, any extraordinary non-cash or nonrecurring non-cash gains, all calculated for USI and its Subsidiaries on a consolidated basis.

Solely for the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “ Reference Period ”), if at any time during such Reference Period, USI or any of its Subsidiaries shall have made any Material Disposition, Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period, in each case, calculated on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, prior to delivery of the first such financial statements delivered hereunder, as of March 31, 2013).

“ 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 Loan 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 USI 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 USI 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.

“ Consolidated Total Assets ” means, as of any date of determination, with respect to any Person, the total assets of such Person and its Subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date.

“ 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 USI 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.

“ Covenant Holiday ” is defined in Section 6.20.

“ 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 the Agent, any LC Issuer, the Swing Line Lender or any other Lender.

“ Customer Contract ” means any agreement by and between the Borrower and/or any of its Subsidiaries and a customer of the Borrower and/or any of its Subsidiaries involving (a) an upfront payment of a rebate expected to be earned by such customer over the life of such agreement, (b) retention allowances, conversion allowances or other forms of bonuses or allowances paid to such customer (collectively, “Allowances”) subject to clawback provisions that require all or a portion of the payment of the Allowances to be repaid under certain defined circumstances, (c) installment sales of software and related services, whether or not such installments are subject to interest and (d) the deferral of a due date beyond standard payment terms of a full or partial month’s accounts receivable from such customer, evidenced by a promissory note and which may or may not be subject to interest.

“ Debt Incurrence Pro Forma ” is defined in Section 6.14.11.

“ Default ” means an event described in Article VII.

“ Defaulting Lender ” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Facility LCs or Swing Line Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans and participations in then outstanding Facility LCs and Swing Line Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Agent, or (d) has become, or has a Parent that has become, the subject of a Bankruptcy Event.

“ 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.

“ Distribution ” is defined in Section 6.10.

“ 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.

“ ECP ” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.

“ Electronic Signature ” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

“ Electronic System ” means any electronic system, including e-mail, e-fax, IntraLinks ^®, ClearPar ^® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Agent and/or the LC Issuers and any of their respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system.

“ 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 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 any Interest Period, the rate for deposits in Dollars as quoted on the Reuters Screen LIBOR01 Page (or any successor or substitute page on such 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 comparable to such Interest Period, provided that, if such rate does not appear on such page (or any successor or substitute page on such screen or otherwise on such screen), the “Eurodollar Base Rate” shall be determined by reference to such other comparable publicly available service for displaying interest rates applicable to deposits in Dollars in the London interbank market as may be selected by the Agent or, in the absence of such availability, by reference to the rate at which deposits in Dollars in an amount equal to $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Agent in immediately available funds in the London interbank market at approximately 11: 00 a.m. (London time), two (2) Business Days prior to the commencement of such Interest Period.

“ Eurodollar Loan ” means a 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 Rate Management Obligation ” means, with respect to any Loan Party, any Specified Rate Management Obligation if, and to the extent that, all or a portion of the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Specified Rate Management Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (a) by virtue of such Loan Party’s failure for any reason to constitute an ECP at the time the guarantee of such Loan Party or the grant of such security interest becomes or would become effective with respect to such Specified Rate Management Obligation or (b) in the case of a Specified Rate Management Obligation subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor provision thereto), because such Loan Party is a “financial entity,” as defined in Section 2(h)(7)(C)(i) of the Commodity Exchange Act (or any successor provision thereto), at the time the guarantee of such Loan Party becomes or would become effective with respect to such related Specified Rate Management Obligation. If a Specified Rate Management Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Specified Rate Management Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

“ Excluded Taxes ” means, in the case of each Lender or applicable Lending Installation and the Agent, (i) taxes imposed on or measured by its overall net income (however denominated) , and franchise taxes, branch profits taxes or similar taxes imposed on it, by (a) 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, (b) 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 (c) 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, and (ii) any United States federal withholding taxes imposed by FATCA.

“ 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 6, 2018 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.

“ FATCA ” means Section 1471 through 1474 of the Code, as of the date of this Agreement, (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.

“ 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 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 Loan Party to any Foreign Subsidiary; (ii) all outstanding Investments made on or after the Restatement Effective Date by any Loan 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 Loan Party, on the one hand, and such Foreign Subsidiaries, on the other hand, other than (a) transactions in the ordinary course of business, and (b) in respect of legal, accounting, reporting, listing and similar administrative services provided by any Loan Party to any such Foreign Subsidiary in the ordinary course of business; provided , that no Permitted Acquisition (or any transaction or series of transactions of the type described in clauses (i) through (iii) inclusive reasonably necessary to effect the consummation of any Permitted Acquisition and/or related thereto and completed on or before the thirtieth (30th) day after the consummation of such Permitted Acquisition) shall constitute a Foreign Subsidiary Investment.

“ Fronting Fee ” is defined in Section 2.20.4.

“ 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.

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

“ Governmental Authority ” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) and any

group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Bank Supervision or any successor or similar authority to any of the foregoing).

“ Guarantor ” means each of USI’s Domestic Subsidiaries (other than the Borrower and any SPV) and all other Subsidiaries of USI 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 Amended and Restated Guaranty, dated as of July 8, 2013, made by USI and certain Subsidiaries of USI 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, and as reaffirmed as of the Restatement Effective Date.

“ Holders of Secured Obligations ” means, collectively, 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, the Swing Loan Lender and the LC Issuers in respect of all other present and future obligations and liabilities of USI, 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 USI, 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).

“ Hostile Acquisition ” means (a) the acquisition of the equity interests of a Person through a tender offer or similar solicitation of the owners of such equity interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

“ Identified Disclosure Documents ” means, collectively, USI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, USI’s Quarterly Report on Form 10-Q for the period ending on March 31, 2013, and the Current Reports on Form 8-K filed by USI on January 4, 2013, January 25, 2013, February 14, 2013, April 22, 2013, May 17, 2013, May 20, 2013 and June 17, 2013, in each case as filed with the SEC, and any written disclosure memorandum delivered to the Lenders on or prior to June 28, 2013.

“ Indebtedness ” of a Person means, at any time, without duplication, such Person’s (i) obligations for borrowed money which in accordance with GAAP 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.

“ Ineligible Institution ” means (a) a natural person, (b) a Defaulting Lender, (c) USI, any of its Subsidiaries or any of its Affiliates or (d) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof.

“ Intellectual Property Security Agreements ” means each of (i) the Amended and Restated Trademark Security Agreement, dated as of October 15, 2007, by and among the Agent, the Borrower and Lagasse, LLC (successor-by-merger to Lagasse, Inc.), (ii) the Trademark Security Agreement, dated as of December 21, 2007, by and between the Agent and ORS Nasco, LLC (successor-by-merger to ORS Nasco, Inc.), (iii) the Trademark Security Agreement, dated as of November 1, 2012, by and among the Agent, O.K.I. Supply, LLC (successor-by-merger to OKI Bearing Management Co.) and the other Loan Parties party thereto, (iv) the Amended and Restated Copyright Security Agreement, dated as of October 15, 2007, by and between the Agent and the Borrower, (v) the Copyright Security Agreement, dated as of December 21, 2007, by and between the Agent and ORS Nasco, LLC (successor-by-merger to ORS Nasco, Inc.), (vi) the Copyright Security Agreement, dated as of November 1, 2012, by and among the Agent and O.K.I. Supply, LLC (successor-by-merger to O.K.I. Supply Co.) and the other Loan Parties party thereto and (vii) 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.

“ Intercreditor Agreement ” means the Intercreditor Agreement, dated as of October 15, 2007, among the Agent, the holders of the Borrower’s Floating Rate Secured Senior Notes, Series 2007-A, due October 15, 2014 listed on Annex II attached thereto, and such other parties as may from time to time become parties thereto.

“ Interest Period ” means, with respect to a Eurodollar Advance, a period of one, three or six months, or, to the extent available to all of the Lenders, 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, three or six months, or, if applicable, twelve months, thereafter, provided , however , that if there is no such numerically corresponding day in such next, third, sixth or twelfth succeeding month, such Interest Period shall end on the last Business Day of such next, third, sixth 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 , further , 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, other than any transfer of shares of USI’s capital stock that have been repurchased by USI in accordance with the terms of this Agreement and held in treasury. For purposes of valuing any Investment (other than an Investment in a Foreign Subsidiary in existence on the Restatement Effective Date) hereunder, such Investment shall be valued at the initial amount thereof, without giving effect to any write-downs or write-offs thereof or any revaluation for currency fluctuations after the date any such Investment is made, but giving effect to any net reduction in such Investment

resulting from any repurchase, repayment or redemption of such Investment, proceeds realized on the sale of such Investment and amounts received representing any return of capital. For purposes of valuing any Investment in a Foreign Subsidiary in existence on the Restatement Effective Date hereunder, such Investment shall be valued at the book value thereof as at the Restatement Effective Date, without giving effect to any write-downs or write-offs thereof or any revaluation for currency fluctuations after the Restatement Effective Date, but giving effect to any net reduction in such Investment resulting from any repurchase, repayment or redemption of such Investment, proceeds realized on the sale of such Investment and amounts received representing any return of capital.

“ 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 U.S. Bank National Association or Wells Fargo Bank, National Association, 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. The LC Obligations of any Lender at any time shall be its Pro Rata Share of the total LC Obligations at such time.

“ 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.

“ Loan Parties ” means, collectively, USI, the Borrower and each of the Guarantors.

“ Material Adverse Effect ” means, a material adverse effect on (a) the business, financial condition, operations or properties of USI and its Subsidiaries taken as a whole, (b) the validity or enforceability of any Loan Document or the rights and remedies of the Agent or the Lenders thereunder, (c) the ability of USI, the Borrower or any of its Subsidiaries to perform their respective payment or other material obligations under the Loan Documents or (d) the rights or remedies of Agent, any LC Issuer or the Lenders under any of the Loan Documents or their rights with respect to the Collateral taken as a whole.

“ Material Disposition ” means any sale or other disposition or series of related sales or dispositions by USI or any Subsidiary of (1) any equity interests of a Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than USI or a Subsidiary) or (2) all or substantially all of the assets of any division or line of business of USI or any Subsidiary, in each case, that yields gross proceeds to USI or any of its Subsidiaries in excess of $25,000,000 and excluding, in each case, (x) a sale or other disposition by a Subsidiary to USI or USI or a Subsidiary to a Subsidiary and (y) dispositions of cash or Cash Equivalent Investments in the ordinary course of business.

“ Material Foreign Subsidiary ” means any direct or indirect first-tier Foreign Subsidiary of USI 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 USI 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 USI 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 USI and its Subsidiaries as reported in the most recent annual or quarterly financial statements of USI delivered pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements delivered hereunder, ending on March 31, 2013); provided , that, if as of the last day of any fiscal quarter the aggregate amount of consolidated sales or Consolidated EBITDA of all first-tier Foreign Subsidiaries of USI that are not Material Foreign Subsidiaries exceeds twenty percent (20%) of the consolidated sales or Consolidated EBITDA of USI and its Subsidiaries as of the end of any such fiscal quarter, the Borrower (or, in the event the Borrower has failed to do so within thirty (30) days after the earlier of (x) the date the Borrower delivers the financial statements for such fiscal quarter pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements delivered hereunder, ending on March 31, 2013) and (y) the date such financial statements for such fiscal quarter shall be required to be delivered pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements delivered hereunder, ending on March 31, 2013), the Agent shall, to the extent legally practicable under applicable law, designate sufficient first-tier Foreign Subsidiaries as “Material Foreign Subsidiaries” to eliminate such excess, and such designated Foreign Subsidiaries shall for all purposes of this Agreement constitute Material Foreign Subsidiaries.

“ 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, in any fiscal quarter, an amount equal to the greater of (i) 105% of the amount of cash dividends issued by USI in USI’s immediately preceding fiscal quarter and (b) 20% of USI’s Consolidated Net Income (if positive) for the immediately preceding fiscal quarter.

“ Maximum Rate ” is defined in Section 9.18.

“ Modify ” and “ Modification ” are defined in Section 2.20.1.

“ Moody’s ” means Moody’s Investors Service, 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 USI 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-Defaulting Lender ” means, at any time, each Lender that is not a Defaulting Lender at such time.

“ 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 Loan Party to the Agent, any Lender, the Arrangers (or any Affiliate of any of the foregoing) or any Person benefiting from indemnities made by any Loan 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 Loan 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, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“ Participant Register ” is defined in Section 12.2.3.

“ Participants ” is defined in Section 12.2.1.

“ Patriot Act ” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“ 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 any Loan Party, incurred in the ordinary course of business, in respect of Indebtedness incurred by a customer of any Loan Party.

“ Permitted Priority Liens ” means any Liens permitted by Section 6.15 and (i) arising by operation of applicable law (and not solely by contract) that 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 Section 6.15.6, 6.15.7, 6.15.21 or 6.15.23 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 USI or any member of the Controlled Group may reasonably be expected to have any liability.

“ Plan Assets ” is defined in Section 5.14.

“ 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 any Lender at any time, the percentage obtained by dividing (i) such Lender’s Commitment at such time by (ii) the Aggregate Commitment at such time; provided , however , that if the Aggregate Commitment has been terminated pursuant to the terms of this Agreement, then “Pro Rata Share” means the percentage obtained by dividing (a) such Lender’s Outstanding Credit Exposure at such time by (b) the Aggregate Outstanding Credit Exposure at such time; provided , further , that in the case of Section 2.22 when a Defaulting Lender shall exist, “Pro Rata Share” shall mean the percentage of the total Commitment (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment. If the Aggregate Commitment has terminated or expired, the Pro Rata Shares shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.

“ 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 USI, the Borrower or any Subsidiary issued as consideration for such Acquisition.

“ Purchasers ” is defined in Section 12.3.1.

“ Qualifying Permitted Acquisition ” means a Permitted Acquisition in which the cash portion of the Purchase Price is greater that $25,000,000.

“ 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 USI, 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 USI, 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 USI, the Borrower or any of its Subsidiaries, pursuant to which receivables of USI, 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 as from time to time in effect and any successor thereto or other regulation or official interpretation of the Board relating to reserve requirements applicable to member banks of the Federal Reserve System.

“ Regulation U ” means Regulation U of the Board as from time to time in effect and any successor or other regulation or official interpretation of the Board 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 as from time to time in effect and any successor or other regulation or official interpretation of the Board 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, at any date, 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 aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D). Such reserve percentages shall include those imposed pursuant to Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any comparable regulation. The Reserve Requirement shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“ Restatement Effective Date ” means July 8, 2013.

“ 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 & Poor’s Financial Services LLC, a subsidiary of The McGraw-Hill Companies Inc., and any successor thereto.

“ Sanctions Laws and Regulations ” means any sanctions, prohibitions or requirements imposed by any executive order or by any sanctions program administered by the U.S. Department of the Treasury Office of Foreign Assets Control.

“ 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 and subject to the proviso below, all Rate Management Obligations owing in connection with Rate Management Transactions to such Lender or any Affiliate of such Lender; provided that the definition of “Secured Obligations” shall not create any guaranty by any Loan Party of (or grant of security interest by any Loan Party to support) any Excluded Rate Management Obligations of such Loan Party for purposes of determining any obligations of any Loan Party.

“ Securities Act ” means the United States Securities Act of 1933.

“ Security Agreement ” means the Amended and Restated Pledge and Security Agreement, dated as of October 15, 2007, by and between the Borrower, USI and certain Subsidiaries of USI, as grantors thereunder, and JPMorgan Chase Bank, National Association, as collateral agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Single Employer Plan ” means a Plan maintained by USI or any member of the Controlled Group for employees of USI or any member of the Controlled Group.

“ Solvent ” means, when used with respect to USI 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.

“ Specified Rate Management Obligation ” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.

“ SPV ” means any special purpose entity established for the purpose of purchasing or otherwise receiving or acquiring (including through contributions of capital) 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 USI.

“ Substantial Portion ” means, with respect to the Property of USI and its Subsidiaries, Property which represents more than 10% of the consolidated assets of USI and its Subsidiaries or property which is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of USI and its Subsidiaries, in each case, as would be shown in the consolidated financial statements of USI 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 $50,000,000 at any one time outstanding.

“ Swing Line Exposure ” means, at any time, the aggregate principal amount of all Swing Line Loans outstanding at such time. The Swing Line Exposure of any Lender shall be its Pro Rata Share of the total Swing Line Exposure at such time.

“ 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, fees, assessments, 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 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.

“ USI ” means United Stationers Inc., a Delaware corporation, and its permitted successors and assigns (including, without limitation, a debtor in possession on its behalf).

“ 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 and, in the case of a Foreign Subsidiary, other than nominal amounts of shares required to be held by Persons other than USI and Wholly-Owned Subsidiaries under applicable law) 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. Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or

otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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 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 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 Section 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 circumstance, 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 and Mandatory 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 two (2) Business Days’ prior notice to the Agent. If at any time the Aggregate Outstanding Credit Exposure exceeds the Aggregate Commitment, the Borrower shall immediately repay Loans and/or cash collateralize LC Obligations in an account with the Agent pursuant to Section 2.20.11 in an aggregate principal amount sufficient to cause the Aggregate Outstanding Credit Exposure to be less than or equal to the Aggregate Commitment.

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 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.

Notwithstanding the foregoing, to the extent the Agent and the Lenders shall have received an indemnification substantially consistent with the terms of Section 3.4 not less than three (3) Business Days prior to the Restatement Effective Date, Revolving Advances made on the Restatement Effective Date shall be Eurodollar Advances, to the extent requested by the Borrower. 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 of Advance. 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 Eurodollar 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. Notwithstanding the foregoing, amounts received by any Loan Party shall not be applied to any Excluded Rate Management Obligations of such Loan Party. 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 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 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 Loans or, in the case of the Swing Line Lender, the Swing Line Loans, be evidenced by a promissory note (a “ Note ”) in the form attached hereto as Exhibit A with appropriate changes for Notes evidencing Swing Line Loans. 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 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 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 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 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 Loans will be made by it or Facility LCs will be issued by it and for whose account Loan payments or payments with respect to Facility LCs are to be made. In addition, each such Lender that books its 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 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 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 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 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 Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant 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 or increased payment to any Lender, (ii) 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, (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 becomes a Defaulting Lender (any Lender in clauses (i) through (iv) above being an “ Affected Lender ”), the Borrower may elect, if such amounts continue to be charged, such suspension is still effective or such Lender remains a Defaulting Lender, to replace or, with the prior written consent of the Agent, the LC Issuers and the Required Lenders, terminate such Affected Lender as a Lender party to this Agreement, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of 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, the Agent and the LC Issuers shall agree, as of such date, to purchase for cash at par the Advances and other Obligations due to the Affected Lender pursuant to an assignment substantially in the form of Exhibit B and to become a Lender for all purposes under this Agreement and to assume all obligations of the Affected Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments (provided that no consent of the Affected Lender shall be required for such assignment and the Borrower shall pay the applicable assignment fee payable pursuant to Section 12.3.3(ii)), (b) in the case of replacement, the Borrower shall pay to such Affected Lender in same day funds on the day of such replacement (1) 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

(2) 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 Loans of such Affected Lender been prepaid on such date rather than sold to the replacement 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 and including the date of termination on all Outstanding Credit Exposure and the Term Loans, if any, of such Affected Lender plus (2) an amount equal to all accrued but unpaid fees to and 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 $100,000,000 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 (an “ LC 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 (a “ Fronting Fee ”) of 0.125% 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.

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 as determined in a final non-appealable judgment by a court of competent jurisdiction, 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 applicable LC Issuer on or before the first Business Day after the applicable LC Payment Date (the “ LC Reimbursement Date ”) for any amounts paid by such 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 special, indirect, consequential or punitive) damages suffered by the Borrower or such Lender to the extent, but only to the extent, determined in a final non-appealable judgment by a court of competent jurisdiction, 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 as determined in a final non-appealable judgment by a court of competent jurisdiction, 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 as determined in a final non-appealable judgment by a court of competent jurisdiction, 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 as determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted 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, which Facility LC Collateral Account shall be funded in accordance with the terms of this Agreement. 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 . 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 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; provided , however , that (i) the aggregate amount of all increases of the Aggregate Commitment plus the aggregate principal amount of any Term Loans issued pursuant to this Section 2.21 shall not exceed $350,000,000, (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 (other than any Ineligible Institution) and reasonably acceptable to the Agent and, with respect to any increase in the Aggregate Commitment, the Arrangers and the LC Issuers (such consent not to be unreasonably withheld or delayed), 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.

2.22. Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(i) Commitment Fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender;

(ii) the Commitment and Outstanding Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 8.2); provided that, except as otherwise provided in Section 8.2, this clause (ii) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby;

(iii) if any Swing Line Exposure or LC Obligations exist at the time such Lender becomes a Defaulting Lender then:

(a) so long as (x) the conditions set forth in Section 4.2 are satisfied at the time of reallocation (and, unless the Borrower shall have otherwise notified the Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time) and (y) no Default shall be continuing: all or any part of the Swing Line Exposure and LC Obligations of such Defaulting Lender shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares, but only to the extent the sum of all Non-Defaulting Lenders’ Outstanding Credit Exposure plus such Defaulting Lender’s Swing Line Exposure and LC Obligations does not exceed the total of all Non-Defaulting Lenders’ Commitments;

(b) if the reallocation described in clause (a) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Agent and without prejudice to any right or remedy available to it hereunder or under applicable law (x) first , prepay the Swing Line Exposure of the Defaulting Lender (after giving effect to any partial reallocation pursuant to clause (a) above) and (y) second , cash collateralize for the benefit of the applicable LC Issuers only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Obligations (after giving effect to any partial reallocation pursuant to clause (a) above) in accordance with the procedures set forth in Section 8.1 for so long as such LC Obligations remain outstanding;

(c) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Obligations pursuant to clause (b) above, the Borrower shall not be required to pay any LC Fees to such Defaulting Lender (or the Agent or any other Lender) pursuant to Section 2.20.4 with respect to such Defaulting Lender’s LC Obligations during the period such Defaulting Lender’s LC Obligations are cash collateralized;

(d) if the LC Obligations of the Non-Defaulting Lenders are reallocated pursuant to clause (a) above, then the Commitment Fees and the LC Fees payable to the Lenders pursuant to Section 2.5 and Section 2.20.4, respectively, shall be adjusted in accordance with such Non-Defaulting Lenders’ Pro Rata Shares; and

(e) if all or any portion of such Defaulting Lender’s LC Obligations are neither reallocated nor cash collateralized pursuant to clause (a) or (b) above, then, without prejudice to any rights or remedies of the LC Issuers or any other Lender hereunder, all LC Fees payable under Section 2.20.4 with respect to such Defaulting Lender’s LC Obligations shall be payable to the applicable LC Issuer (and not to such Defaulting Lender) until and to the extent that such LC Obligations are reallocated and/or cash collateralized; and

(iv) so long as such Lender is a Defaulting Lender, the Swing Line Lender shall not be required to fund any Swing Line Loan and no LC Issuer shall be required to issue, amend or increase any Facility LC, unless it is reasonably satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Obligations will be 100% covered by the Commitments of the Non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.22(iii), and participating interests in any such newly made Swing Line Loan or any newly issued or increased Facility LC shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.22(iii)(a) (and such Defaulting Lender shall not participate therein).

If (i) a Bankruptcy Event with respect to a Parent of any Lender shall occur following the date hereof and for so long as such event shall continue or (ii) the Swing Line Lender or any LC Issuer has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swing Line Lender shall not be required to fund any Swing Line Loan and such LC Issuer shall not be required to issue or Modify any Facility LC, unless the Swing Line Lender or such LC Issuer, as the case may be, shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Swing Line Lender or such LC Issuer, as the case may be, to defease any risk to it in respect of such Lender hereunder.

In the event that the Agent, each of the LC Issuers, the Swing Line Lender and, so long as no Unmatured Default or Default has occurred and is continuing, the Borrower each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swing Line Exposure and LC Obligations of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders as the Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Pro Rata Share.

Nothing contained in the foregoing shall be deemed to constitute a waiver by the Borrower of any of its rights or remedies (whether in equity or law) against any Lender which fails to fund any of its Loans hereunder at the time or in the amount required to be funded under the terms of this Agreement.

ARTICLE III

YIELD PROTECTION; TAXES

3.1. Yield Protection . If any Change in Law:

(i) imposes or increases or deems applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) 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),

(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, or

(iii) subjects the Agent, a Lender or applicable Lending Installation to any taxes, duties, levies, imposts, deductions, fees, assessments, charges or withholdings, and any and all liabilities with respect to the foregoing, on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto (other than (a) Taxes, (b) Excluded Taxes or (c) Other Taxes),

and the result of any of the foregoing is to increase the cost to such Person of making, continuing, converting into or maintaining its Loans or Commitment or of issuing or participating in Facility LCs, as applicable, or to reduce the return received by such Person in connection with such Loans or Commitment, or Facility LCs (including participations therein), then, within 15 days of demand, accompanied by the written statement required by Section 3.6, by such Person, the Borrower shall pay such Person such additional amount or amounts as will compensate such Person for such increased cost or reduction in amount received; provided , that any such demand shall be made in good faith (and not on an arbitrary and capricious basis) and consistent with similarly situated customers of the applicable Person after consideration of factors as such Person then reasonably determines to be relevant.

3.2. Changes in Capital Adequacy Regulations . If a Lender or any LC Issuer determines the amount of capital or liquidity 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 in Law, 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 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 and liquidity); provided , that any such determination shall be made in good faith (and not on an arbitrary or capricious basis), using allocation and attribution methods which are reasonable, and consistent with similarly situated customers of the applicable Lender after consideration of such factors as such Lender then reasonably determines to be relevant.

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 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 any 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 any 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 complete 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 a 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 completely 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 any 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 any 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, including an inaccurate 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 any 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 completely 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) Each Lender shall severally indemnify the Agent for any Taxes, Excluded Taxes or Other Taxes (but, in the case of any Taxes or Other Taxes, only to the extent that the Borrower has not already indemnified the Agent for such Taxes or Other Taxes and without limiting the obligation of the Borrower to do so) attributable to such Lender that are paid or payable by the Agent in connection with any Loan Documents and any reasonable expenses arising therefrom or with respect thereto, whether or not such amounts were correctly or legally imposed or asserted by the relevant governmental authority. The indemnity under this Section 3.5(vii) shall be paid within 30 days after the Agent delivers to the applicable Lender a certificate stating the amount so paid or payable by the Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error.

(viii) If a payment made to a Lender under this Agreement would be subject to United States federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Agent as may be necessary for the Borrower and the Agent to comply with its obligations under FATCA, to determine that

such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 3.5(viii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(ix) 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 six (6) months (or such longer period if the event is retroactive), after such Lender obtains actual knowledge thereof; provided that if any Lender fails to give such notice within six (6) months (or such longer period if the event is retroactive) 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 six (6) months (or such longer period if the event is retroactive) 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 demand 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 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 . If any Lender requests compensation under Sections 3.1, 3.2 or 3.4, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.5, then such Lender shall, if requested by the Borrower, use reasonable efforts to designate a different Lending Installation for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another Lending Installation, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 3.1, 3.2, 3.4 or 3.5, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

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 31, 2013 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 Loan 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 Loan 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 Loan Party is a party.

4.1.3 An incumbency certificate, executed by the Secretary or Assistant Secretary (or the equivalent thereof) of each Loan Party which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Loan 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 Loan Party.

4.1.4 A certificate reasonably acceptable to the Agent, signed by the Vice President and Treasurer of USI, 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, financial condition, operations or properties of USI and its Subsidiaries, taken as a whole, has occurred since December 31, 2012.

4.1.5 Evidence reasonably acceptable to the Agent that governmental and third party approvals necessary in connection with the transactions contemplated hereby and the continuing operations of USI shall have been obtained and are in full force and effect.

4.1.6 (i) Audited consolidated financial statements of the Borrower for the fiscal years ended December 31, 2011 and December 31, 2012 (ii) unaudited interim consolidated financial statements of the Borrower for the quarterly period ended March 31, 2013 and (iii) reasonably satisfactory financial projections through and including USI’s 2017 fiscal year, together with such information as Agent and the Lenders shall reasonably request (including, without limitation, a detailed description of the assumptions used in preparing such projections).

4.1.7 An initial compliance certificate, dated as of the Restatement Effective Date and reflecting calculations as of March 31, 2013, in substantially the form of Exhibit C hereto.

4.1.8 Written opinions of the Loan Parties’ counsel (other than Colorado, Ohio and Oklahoma counsel), in form and substance reasonably satisfactory to the Agent and addressed to the Lenders.

4.1.9 Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender or its registered assigns.

4.1.10 A certificate of value, solvency and other appropriate factual information in form and substance reasonably satisfactory to the Agent and Arrangers from the chief financial officer or treasurer of USI (on behalf of USI and its Subsidiaries) in his or her representative capacity supporting the conclusions that as of the initial Credit Extension Date, USI and its Subsidiaries on a consolidated basis are Solvent and will be Solvent subsequent to incurring the Indebtedness contemplated under the Loan Documents.

4.1.11 Evidence satisfactory to the Agent that the Borrower has paid to the Agent and the Arrangers the fees agreed to in each of their respective fee letters dated May 29, 2013.

4.1.12 Liens creating a first priority security interest in the Collateral shall have been perfected on the Restatement Effective Date.

4.1.13 Such other documents as any Lender or its counsel may have reasonably requested, including, without limitation, those documents set forth in Exhibit D 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 at the time of, or after giving effect to the making of, such Credit Extension.

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 ( provided , however , that the representation and warranty specified in Section 5.5 shall be made only as of the Restatement Effective Date and as of the date of any increase of the Aggregate Commitment or issuance of Term Loans pursuant to Section 2.21).

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 USI 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 USI 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 Loan 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 Loan 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 Loan Party is a party constitute legal, valid and binding obligations of such Loan Party enforceable against such Loan Party in accordance with their terms, 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.

5.3. No Conflict; Government Consent . Neither the execution and delivery by any Loan Party of the Loan Documents to which it is a party, nor the consummation by such Loan Party of the transactions therein contemplated, nor compliance by such Loan Party with the provisions thereof will violate (i) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Loan Party or (ii) such Loan 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 Loan 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 Loan 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 Loan Party, is required to be obtained by such Loan Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Loan 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, 2012 consolidated financial statements of USI and its Subsidiaries heretofore delivered to the Agent and the Lenders were prepared in accordance with GAAP in effect on the date such statements were prepared and fairly present in all material respects the consolidated financial condition and operations of USI 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, 2012 or, in the case of any increase of the Aggregate Commitment or issuance of Term Loans pursuant to Section 2.21, the last day of USI’s most recently completed fiscal year in respect of which the Borrower has delivered financial statements in accordance with Section 6.1 hereof (or, prior to the delivery of the first such financial statements delivered hereunder, ending on March 31, 2013), except as disclosed in the Identified Disclosure Documents, there has been no event, development or circumstance that has had or would reasonably be expected to have a Material Adverse Effect.

5.6. Taxes . USI, 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 USI, 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 GAAP 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 USI, 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 USI, the Borrower and the Subsidiaries in respect of any taxes or other governmental charges are adequate under GAAP.

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 USI, 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, 2012, 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 USI, the Borrower or any Subsidiary had any contingent obligations required to be reflected on USI’s consolidated balance sheet in accordance with GAAP, 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 USI 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 USI 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 303(k) 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 USI 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 USI 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 USI, 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 result in liability to USI or any other member of the Controlled Group that would exceed in the aggregate $20,000,000.

5.10. Accuracy of Information . The written information, exhibits or reports furnished by USI, 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 and information of a general economic or industry-specific nature), considered as a whole, is complete and correct in all material respects and does not or will not, when furnished, taken as a whole, contain any untrue statement of a material fact or 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 materially misleading. The projected and pro forma financial information furnished by or on behalf of USI, 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 USI, 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 USI, 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 . USI, 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 . USI, 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 USI’s most recent consolidated financial statements provided to the Agent, as owned by USI, 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 Loan Parties is an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101, as amended by Section 3(42) of ERISA (“ Plan Assets ”) of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (as defined by and subject to 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 USI and its Subsidiaries that would reasonably be expected to result in USI or such Subsidiary incurring liability under Environmental Law that would reasonably be expected to have a Material Adverse Effect. Neither USI, 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 USI, 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 . USI 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, USI 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.

5.21. Certain Subsidiaries . As of the Restatement Effective Date, the aggregate gross book value of all Property owned by Oklahoma Rig, Inc., Oklahoma Rig & Supply Co. Trans., Inc., OKI Middle East Holding Co., O.K.I. Data, Inc. and MBS Dev, Inc., collectively, does not exceed $37,000,000.

ARTICLE VI

COVENANTS

During the term of this Agreement, unless the Required Lenders shall otherwise consent in writing:

6.1. Financial Reporting . USI and the Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with GAAP, 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 USI’s fiscal years (commencing with the fiscal year ending December 31, 2013), financial statements prepared in accordance with GAAP 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 6.20 and 6.21 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 USI’s fiscal years (commencing with the fiscal quarter ending June 30, 2013), for USI 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 GAAP 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 C 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 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 303(k) of ERISA, or (iii) the making of any application under Section 302 of ERISA for the waiver of the minimum funding requirements under Section 303 of ERISA, notice of any such event and the action which USI proposes to take with respect thereto.

6.1.5 Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which USI, the Borrower or any Subsidiary publicly files with the SEC.

6.1.6 Such other information (including non-financial information) as the Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Sections 6.1.1 and 6.1.2 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that the Borrower shall notify (which may be by facsimile or electronic mail) the Agent of the filing of any such documents and provide to the Agent by electronic mail electronic versions of such documents. Upon the request of Agent, the Borrower shall provide paper copies of the compliance certificates required by Section 6.1.3 to Agent.

6.2. Use of Proceeds . USI 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 in all material respects with all applicable legal and regulatory requirements and any such use shall not result in a violation of any 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 Agent (and the Agent shall promptly deliver such notice to each Lender) of the occurrence of any Default or Unmatured Default.

6.4. Conduct of Business . USI 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 USI 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 failure to so qualify would reasonably be expected to have a Material Adverse Effect.

6.5. Taxes . USI 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 GAAP 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 . USI 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 USI, 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 USI, 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 . USI 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, Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 and Sanctions Laws and Regulations, 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, USI 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 . USI 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 USI, the Borrower and each Subsidiary, to examine and make copies of the books of accounts and other financial records of USI, the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of USI, 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. USI 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 GAAP shall be made of all dealings and transactions in relation to their respective businesses and activities. If a Default has occurred and is continuing, USI 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 . USI 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 USI to enable USI to, and USI 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 $10,000,000 in any fiscal year (excluding in any event non-cash charges related to employee compensation or compensation to non-executive members of USI’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 USI 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 USI and USI 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 ”) if, at the time of making such Distribution, the Leverage Ratio, calculated on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements delivered hereunder, as of March 31, 2013) and giving effect to such Distribution and any Indebtedness incurred in connection therewith, and any Permitted Acquisition (including any incurrence of Indebtedness in

connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the date of such financial statements, as if such Distribution and any such Permitted Acquisition and Material Disposition (and any incurrence or reduction of Indebtedness in connection with any of the foregoing) had occurred as of the first day of the four quarter period set forth in such financial statements is (a) less than to 3.00 to 1.00, on an unlimited basis, and (b) greater than or equal to 3.00 to 1.00, in an amount not greater than the Maximum Payment Amount.

6.11. Merger . USI 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 Subsidiary; 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 interests 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 . USI 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 and licenses of and other grants of non-exclusive rights to use software and intellectual property in the ordinary course of business.

6.12.2 A disposition of assets (i) by USI or any Subsidiary to any Loan 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 Loan Party to any Foreign Subsidiary.

6.12.3 A disposition of (i) obsolete, discontinued or excess property, property no longer used in the business of USI, the Borrower or any Subsidiary or other assets in the ordinary course of business of USI, the Borrower or any Subsidiary and (ii) the properties identified on Schedule 6.12.

6.12.4 A disposition of receivables and related rights and security pursuant to, and in accordance with, Receivables Purchase Facilities permitted under Section 6.14.4 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 USI 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 USI 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 USI and its Subsidiaries, taken as a whole.

6.12.10 Other than dispositions otherwise permitted under this Section 6.12, leases, sales or other dispositions of its Property that (i) are for not less than fair market value, and (ii) together with all other Property of USI, 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 (x) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not exceed, in the aggregate, 10% of the Consolidated Total Assets (determined as of the last day of USI’s most recently completed fiscal year in respect of which the Borrower has delivered financial statements in accordance with Section 6.1 (or, prior to the delivery of the first such financial statements delivered hereunder, ending on March 31, 2013)) of USI and its Subsidiaries and (y) for the period since the Restatement Effective Date, do not exceed $575,000,000 in the aggregate.

6.12.11 Dispositions of Cash Equivalent Investments in the ordinary course of business.

6.12.12 Dispositions of shares of USI’s capital stock that have been repurchased by USI and held in treasury.

6.13. Investments and Acquisitions . USI 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 (provided that any Investment which when made complies with the requirements of the definition of the term “Cash Equivalent Investment” may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements).

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 (including after giving effect thereto), 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 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 USI, 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 $100,000,000, not less than five (5) days prior to the consummation of such Permitted Acquisition, the Borrower shall have delivered to the Agent consolidated balance sheet, income statement and cash flow statement of USI and the Subsidiaries, on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements delivered hereunder, as of March 31, 2013) and giving effect to such Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and any other Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the date of such financial statements, as if such Permitted Acquisition and any such other Permitted Acquisition and Material Disposition (and any incurrence or reduction of Indebtedness in connection with any of the foregoing) had occurred as of the first day of the four quarter period set forth in such financial statements (the “ Acquisition Pro Forma ”), which shall demonstrate that USI 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 (or, prior to the delivery of the first such compliance certificate delivered hereunder, as of March 31, 2013) prior to the consummation of such Permitted Acquisition; and

(vi)

prior to, or with respect to clauses (A) and (B) below, within forty five (45) days after, 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 $100,000,000, the financial statements of the target entity, if any, delivered by the seller(s) to the purchaser;

(D)

with respect to each Permitted Acquisition the Purchase Price of which shall be greater than $100,000,000, 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 having an aggregate principal amount in excess of $20,000,000 (calculated by giving effect to any commitments as if fully funded) 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 or (y) arising as a result of any required payment under any Permitted Customer Financing Guaranty, in an aggregate amount of clauses (x) and ( y) not to exceed $120,000,000 at any time outstanding.

6.13.8 [Reserved].

6.13.9 Extensions of trade credit in the ordinary course of business.

6.13.10 Investments constituting Rate Management Transactions permitted under Section 6.17.

6.13.11 Investments pursuant to Customer Contracts arising in the ordinary course of business.

6.13.12 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.

6.13.13 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 USI and its Subsidiaries prepared in accordance with GAAP to the extent otherwise permitted under this Agreement.

6.13.14 Investments by (i) USI and its Subsidiaries in any Loan 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 Loan Party in any Foreign Subsidiary.

6.13.15 Deposits made in the ordinary course of business and referred to in Sections 6.15.4, 6.15.6 and 6.15.7.

6.13.16 Investments in connection with any Receivables Purchase Facility permitted under this Agreement.

6.13.17 Investments not otherwise permitted under this Section 6.13 (other than Hostile Acquisitions) made when the Leverage Ratio, calculated on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements, as of March 31, 2013) and after giving effect to such Investment and any Indebtedness incurred in connection therewith and any Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the date of such financial statements, as if such Investment and any such Permitted Acquisition and Material Disposition (and any incurrence or reduction of Indebtedness in connection with any of the foregoing) had occurred as of the first day of the four quarter period set forth in such financial statements, is less than 2.50 to 1.00; provided , that Investments made pursuant to this Section 6.13.17 by any Foreign Subsidiary in any Person that is not a Foreign Subsidiary shall not exceed $75,000,000.

6.13.18 Investments not otherwise permitted under this Section 6.13 (other than Hostile Acquisitions) made when the Leverage Ratio, calculated on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements, as of March 31, 2013) and after giving effect to such Investment and any Indebtedness incurred in connection therewith and any Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the date of such financial statements, as if such Investment and any such Permitted Acquisition and Material Disposition (and any incurrence or reduction of Indebtedness in connection with any of the foregoing) had occurred as of the first day of the four quarter period set forth in such financial statements, is greater than or equal to 2.50 to 1.00, in an aggregate amount not to exceed $75,000,000 (disregarding any Investment made when the Leverage Ratio, calculated on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements, as of March 31,

2013) and after giving effect to such Investment and the incurrence of any Indebtedness in connection therewith and any Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the date of such financial statements, as if such Investment and any such Permitted Acquisition and Material Disposition (and any incurrence or reduction of Indebtedness in connection with any of the foregoing) had occurred as of the first day of the four quarter period set forth in such financial statements, was less than 2.50 to 1.00).

6.14. Indebtedness . USI 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; provided, however, that the principal amounts owing or payable to the lenders or purchasers under all Receivables Purchase Facilities (but not including any intercompany loan, indemnity obligation or guaranty by or among USI, the related SPVs or any other Subsidiary of USI in connection therewith) shall not in the aggregate at any time exceed $200,000,000.

6.14.5 Secured or unsecured purchase money Indebtedness (including Capitalized Leases) incurred by USI, 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 $50,000,000 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) USI or any Subsidiary to any Loan Party, provided , that all such Indebtedness shall be expressly subordinated to the Secured Obligations, (ii) any Subsidiary that is not a Guarantor to any other Subsidiary that is not a Guarantor and (iii) subject to Section 6.24, any Loan Party to any Foreign Subsidiary.

6.14.7 Indebtedness incurred or assumed by USI, 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 Unsecured Indebtedness, 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 consolidated balance sheet, income statement and cash flow statement of USI and the Subsidiaries, on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements delivered hereunder, as of March 31, 2013) and giving effect to the incurrence of such Indebtedness (and the use of proceeds thereof) and any Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the date of such financial statements, as if such incurrence of Indebtedness and any such Permitted Acquisition and Material Disposition (and any incurrence or reduction of Indebtedness in connection with any of the foregoing) had occurred as of the first day of the four quarter period set forth in such financial statements (the “ Debt Incurrence Pro Forma ”), which shall demonstrate that USI 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 (or, prior to the delivery of the first such compliance certificate delivered hereunder, as of March 31, 2013) and (ii) such Indebtedness shall have a maturity date no earlier than six (6) months after the Facility Termination Date, shall not provide for voluntary prepayments in an aggregate amount for all such Indebtedness in excess of $50,000,000 or mandatory principal prepayments or amortization prior to six (6) months after the Facility Termination Date, and shall have terms in respect of interest rate, covenants, defaults and subordination reasonably acceptable to the Agent or no more restrictive than the terms of the Loan Documents.

6.14.12 Secured Indebtedness, 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, which shall demonstrate that USI 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 (or, prior to the delivery of the first such compliance certificate hereunder, as of March 31, 2013), (ii) the aggregate outstanding principal amount of such Indebtedness shall not exceed $300,000,000 at any time, (iii) mandatory principal prepayments or amortization in respect of such Indebtedness shall not exceed $50,000,000 prior to six (6) months after the Facility Termination Date, and (iv) in each case, to the extent such Indebtedness is secured by any assets of any Loan Party, the holders of such Indebtedness (or an agent or other representative for such holders) shall have entered into a joinder to the Intercreditor Agreement or into another 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 USI and its Subsidiaries) in an aggregate outstanding principal amount not to exceed $50,000,000 at any time.

Notwithstanding the foregoing Sections 6.14.1 through 6.14.13, the Borrower will not permit its Foreign Subsidiaries to create, incur or suffer to exist any Indebtedness except: (i) Indebtedness permitted by Sections 6.14.2, 6.14.6 and 6.14.9, (ii) guarantees of Indebtedness permitted under this Section 6.14 and (iii) other Indebtedness permitted by the foregoing clauses of this Section 6.14 in an aggregate amount not to exceed $75,000,000.

For purposes of determining compliance with any Dollar-denominated restriction on Indebtedness in this Agreement where the Indebtedness is denominated in a currency other than Dollars, the amount of such Indebtedness will be the Dollar equivalent thereof determined on the date of the incurrence of such Indebtedness. The principal amount of any Indebtedness that refinances Indebtedness incurred in the same currency as the Indebtedness being refinanced will be the Dollar equivalent of the Indebtedness being refinanced, except to the extent that the principal amount of the refinancing Indebtedness exceeds the principal amount of the Indebtedness being refinanced, in which case the Dollar equivalent of such excess will be determined on the date such refinancing Indebtedness is incurred.

6.15. Liens . USI 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 USI, 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 GAAP shall have been set aside on its books.

6.15.4 Liens (i) 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 and (ii) arising pursuant to healthcare benefit programs in the ordinary course of business; provided that the aggregate amount of deposits encumbered by Liens permitted under this clause (ii) shall not exceed $3,000,000 at any time.

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, utility contracts, 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 USI, 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 USI, 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 USI, 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 USI, 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 that do not materially interfere with the conduct of the business of USI, the Borrower and the Subsidiaries taken as a whole.

6.15.19 Statutory and contractual landlords’ Liens under leases to which USI, 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 or customary contractual rights 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 or customary Liens in favor of providers of credit card processing services that arise by contract in the ordinary course of business.

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 $25,000,000, in the aggregate at any one time outstanding.

6.15.25 Liens securing Indebtedness permitted under Section 6.14.12, so long as, to the extent such Liens encumber any assets of any Loan Party, the Secured Obligations shall be secured by a Lien on all Property and assets securing such Indebtedness.

6.15.26 Liens on shares of USI’s capital stock that have been repurchased by USI and held in treasury.

6.16. Affiliates . Except as otherwise permitted by this Agreement, USI 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 USI and, subject to Section 6.24, its Subsidiaries) except in the ordinary course of business and pursuant to the reasonable requirements of USI’s, the Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to USI, the Borrower or such Subsidiary than USI, 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 USI or any of its Subsidiaries and may receive reasonable compensation for his or her services in such capacity.

6.17. Financial Contracts . USI 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 . USI 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 USI, the Borrower or any Subsidiary, (iii) to make loans or advances or other Investments in USI, the Borrower or any Subsidiary, or (iv) to sell, transfer or otherwise convey any of its property to USI, 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 6.14.2, 6.14.11, 6.14.12 or 6.14.13, (c) customary provisions restricting

subletting or assignment of any lease governing any leasehold interest of USI or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing agreement or other contract entered into by USI 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 USI 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 USI’s capital stock that have been repurchased by USI and held in treasury.

6.19. Contingent Obligations . USI 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, representations and warranties and guaranties in favor of purchasers and lenders in connection with asset dispositions permitted hereunder (including under any Receivables Purchase Facility), (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, (b) personal property Operating Leases, in each case entered into in the ordinary course of business by USI or any of the Subsidiaries and (c) vendor financing arrangements and other obligations of USI and its Subsidiaries not otherwise prohibited by this Agreement and incurred in the ordinary course of business or otherwise approved by the Agent, (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) subject to Section 6.24, trade payables of any Subsidiary of the Borrower incurred in the ordinary course of business, (viii) non-financial indemnities and guarantees of performance made in the ordinary course of business by USI or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect, (ix) Permitted Customer Financing Guarantees and (x) repurchase obligations (other than for reason of credit default of the end customer) under vendor financing arrangements to which the Borrower or any Subsidiary is a party in which a lending institution finances such end customer purchase of software and/or related services from the Borrower or any Subsidiary.

6.20. Leverage Ratio . USI and the Borrower will not permit the ratio (the “ Leverage Ratio ”), determined as of the end of each of USI’s fiscal quarters, of (i) Consolidated Funded Indebtedness of USI and its Subsidiaries to (ii) Consolidated EBITDA for the then most-recently ended four fiscal quarters to be greater than 3.50 to 1.00; provided that, the maximum Leverage Ratio permitted under this Section 6.20 shall be increased, in the case of (x) one or more Qualifying Permitted Acquisitions in which the cash portion of the Purchase Price for all such Qualifying Permitted Acquisitions consummated in the trailing twelve month period is in excess of $150,000,000, to 4.00 to 1.00 and (y) unless and to the extent that clause (x) above does not apply, one or more Qualifying Permitted Acquisitions in which the cash portion of the Purchase Price for all such Qualifying Permitted Acquisitions consummated in the trailing twelve month period is in excess of $75,000,000, to 3.75 to 1.00 (any such increase pursuant to clause (x) or clause (y), a “ Covenant Holiday ”), in each case, for the first four fiscal quarters immediately following the Qualifying Permitted Acquisition giving rise to the Covenant Holiday (inclusive of the fiscal quarter in which such Qualifying Permitted Acquisition occurs); provided , further , that (A) at the time of any Qualifying Permitted Acquisition giving rise to any proposed Covenant Holiday arising pursuant to clause (x) above, the Leverage Ratio, calculated on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements hereunder, as of March 31, 2013) and giving effect to such Qualifying Permitted Acquisition (including

any incurrence of Indebtedness in connection therewith) and any Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the date of such financial statements as if such Qualifying Permitted Acquisition and any such Permitted Acquisition and Material Disposition (and any incurrence or reduction of Indebtedness in connection with any of the foregoing) had occurred as of the first day of the four quarter period set forth in such financial statements, shall not exceed 3.75 to 1.00 and (B) the Leverage Ratio shall have been less than 3.50 to 1.00 for at least two consecutive fiscal quarters immediately proceeding the commencement of such proposed Covenant Holiday. The Leverage Ratio shall be calculated as of the last day of each fiscal quarter of USI 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.

6.21. Minimum Consolidated Net Worth . USI will at all times maintain positive Consolidated Net Worth which shall not be less than (i) $550,000,000 minus (ii) write-downs of goodwill and intangibles, non-cash pension adjustments, and to the extent permitted under this Agreement, dividends or repurchases or redemptions of its capital stock, all to the extent deducted from Consolidated Net Worth on or after January 1, 2013 plus (iii) 50% of Consolidated Net Income (if positive) earned in each fiscal quarter beginning with the fiscal quarter ending March 31, 2013, plus (iv) 50% of the net cash proceeds resulting from issuances of USI’s or any Subsidiary’s capital stock from and after the Restatement Effective Date.

6.22. [Reserved] .

6.23. Subsidiary Collateral Documents; Subsidiary Guarantors .

USI and the Borrower shall execute or shall cause to be executed:

(i)

within forty five (45) days after any Person becomes a Subsidiary of USI, 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 USI 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; and (d) Intellectual Property Security Agreements with respect to such Domestic Subsidiary’s (other than an SPV) intellectual property, 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 forty five (45) 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 equity interests 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, USI 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 USI 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;

(iii)

in either such case USI 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 USI and the Borrower hereby authorize the preparation and filing of all necessary UCC financing statements), 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; and

(iv)

if, on the last day of any period for which the Borrower is required to deliver financial statements under Section 6.1, any of Oklahoma Rig, Inc., Oklahoma Rig & Supply Co. Trans., Inc., OKI Middle East Holding Co., O.K.I. Data, Inc. or MBS Dev, Inc. owns Property having an aggregate gross book value in excess of $50,000,000, then no later than ten (10) Business Days after the date such financial statements are required to be delivered under Section 6.1, the Borrower shall deliver to the Agent written opinions of such Subsidiary’s counsel in form and substance reasonably acceptable to the Agent consistent with those delivered on the Restatement Effective Date.

6.24. Foreign Subsidiary Investments . So long as the Leverage Ratio, calculated on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements, as of March 31, 2013) and after giving effect to such Investment and the incurrence of any Indebtedness in connection therewith and any Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the date of such financial statements, as if such Investment and any such Permitted Acquisition and Material Disposition (and any incurrence or reduction of Indebtedness in connection with any of the foregoing) had occurred as of the first day of the four quarter period set forth in such financial statements, is greater than or equal to 2.50 to 1.00, USI and the Borrower will not, nor will they permit any other Loan Party to, enter into Foreign Subsidiary Investments at any time in an aggregate amount greater than $125,000,000 (disregarding any Foreign Subsidiary Investment made when the Leverage Ratio, calculated on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements, as of March 31, 2013) and after giving effect to such Investment and the incurrence of any Indebtedness in connection therewith and any Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the date of such financial statements, as if such Investment

and any such Permitted Acquisition and Material Disposition (and any incurrence or reduction of Indebtedness in connection with any of the foregoing) had occurred as of the first day of the four quarter period set forth in such financial statements, was less than 2.50 to 1.00); provided , however , that if the Leverage Ratio, calculated on a pro forma basis as set forth above, is greater than or equal to 3.25 to 1.00, none of USI, the Borrower or any other Loan Party shall be permitted to enter into Foreign Subsidiary Investments to the extent the aggregate amount thereof would exceed $75,000,000 (disregarding any Foreign Subsidiary Investment made when the Leverage Ratio, calculated on a pro forma basis as set forth above, was less than 3.25 to 1.00) prior to or after giving effect to the applicable Foreign Subsidiary Investment.

6.25. SPV Organizational Documents . USI and the Borrower shall not, nor shall they permit any Subsidiary to, enter into or suffer to exist any articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, operating agreement or other management agreement of any SPV that prohibits or otherwise restricts the first priority, perfected Lien of or for the benefit of the Holders of Secured Obligations with respect to all of the equity interests of such SPV; provided, however, that other than as specifically set forth in this Section with respect to the equity of any SPV, and notwithstanding anything herein to the contrary, nothing in this Agreement or in any other Loan Document shall limit, prohibit or otherwise restrict the SPV or any other party to a Receivables Purchase Facility, from entering into any amendment, waiver, supplement or modification thereto, so long as doing so does not cause the amount permitted under such facility to exceed the amount set forth in Section 6.14.4.

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 USI, 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, Fronting 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) USI 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 through 6.25, inclusive, or (ii) any Loan Party of any of the terms or provisions of any of Section 4.1.1(i) (to the extent that the non-compliance therewith by such Loan Party would independently give rise to a Default under clause (i) of this Section 7.3), 4.1.3 (to the extent that the non-compliance therewith by such Loan Party would independently give rise to a Default under clause (i) of this Section 7.3) 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 Loan 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 USI, 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 USI, 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 (other than under a Receivables Purchase Facility) 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 Material Indebtedness of USI, 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 any Loan Party or any Material Foreign Subsidiary shall not pay, or admit in writing its inability to pay, its debts generally as they become due.

7.6. Any Loan 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 Loan Party or any Material Foreign Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for such Loan 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 Loan 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. USI, the Borrower or any Subsidiary shall fail within 60 days to pay, bond or otherwise discharge one or more judgments or orders for the payment of money in excess of $50,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, 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 USI’s or any Subsidiary’s insurance policies; provided that, so long as after giving effect to any payment in respect of any such judgment, (x) the Available Aggregate Commitment shall be $100,000,000 or more and (y) the Leverage Ratio, calculated on a pro forma basis based on USI’s most recent financial statements delivered pursuant to Section 6.1 (or, prior to the delivery of the first such financial statements, as of March 31, 2013) and after giving effect to any Permitted Acquisition (including any incurrence of Indebtedness in connection therewith) and Material Disposition (including any reduction of Indebtedness in connection therewith) since the date of such financial statements, as if any such Permitted Acquisition and Material Disposition (and any incurrence or reduction of Indebtedness in connection with any of the foregoing) had occurred as of the first day of the four quarter period set forth in such financial statements, shall be less that 2.75 to 1.00, the rendering of any such judgment or order shall not constitute an Unmatured Default.

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 303(k) of ERISA, which events in the aggregate would reasonably be expected to result in liability to USI or any other member of the Controlled Group in excess of $25,000,000.

7.10. Any Change in Control shall occur.

7.11. USI 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 USI 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. USI 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 USI 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 $25,000,000.

7.13. [Reserved].

7.14. Any Loan Document shall fail to remain in full force or effect against any Loan Party that is a party thereto (except to the extent such Loan 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 Loan 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 (i) which permits the investors or purchasers in respect of Off-Balance Sheet Liabilities of USI, 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 at such time 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) pursuant to which the investors or purchasers shall replace USI or any Wholly-Owned Subsidiary of USI with any other Person (other than USI or any Wholly-Owned Subsidiary of USI) 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 USI, 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 Loan 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 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 shall be continuing, 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 Obligations to be due and payable, or both, whereupon, in the case of a termination, the 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 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 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 Loan 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 .

(i) Subject to the provisions of this Section 8.2, the Required Lenders (or the Agent with the consent in writing of the Required Lenders or, in the case of any other Loan Document, pursuant to the terms set forth therein) and USI 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 USI or the Borrower hereunder or thereunder or waiving any Default hereunder or thereunder; provided , however , that no such supplemental agreement shall (x) increase the Commitment of any Lender without the consent of such Lender or (y) without the consent of each Lender directly affected thereby, 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);

provided , further , however , that no such supplemental agreement shall, without the consent of each Lender (which is not Defaulting Lender):

(a) (1) 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, (2) 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 USI or any Guarantor from its obligations under the Guaranty.

(ii) 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. For the avoidance of doubt, any change to Section 2.22 shall require the consent of the Agent, each LC Issuer and the Swing Line Lender.

(iii) Notwithstanding the foregoing, (a) this Agreement may be amended (or amended and restated) pursuant to an increase in the Aggregate Commitment pursuant to Section 2.21 with only the consents prescribed by such Section and (b) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Agent and the Borrower (x) to add one or more credit facilities to this Agreement and to permit extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Lenders.

(iv) Notwithstanding anything to the contrary herein the Agent may, with the consent of the Borrower only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.

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 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 USI 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, USI, the Agent, the LC Issuers and the Lenders and supersede all prior agreements and understandings among the Borrower, USI, the Agent, the LC Issuers and the Lenders relating to the subject matter thereof other than those contained in the fee letters 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 Arrangers 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 their own behalf and in their own names to the same extent as if they were parties to this Agreement.

9.6. Expenses; Indemnification .

(i)

The Borrower shall reimburse the Agent and the Arrangers 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 Arrangers and, unless a Default shall be continuing, with the consent of the Borrower and any IntraLinks and CUSIP charges), 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 Arrangers in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, waiver, modification and administration of the Loan Documents. The Borrower also agrees to reimburse the Agent, the Arrangers, 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 Arrangers, 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 Arrangers, 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 Arrangers, each LC Issuer, each Lender, their respective affiliates, and each of their respective directors, officers, employees, trustees, investment advisors, attorneys, advisors and agents of such person 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 Arrangers, 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 determined by a court by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the party seeking indemnification or by a material breach of the express obligations of the party seeking indemnification under this Agreement pursuant to a claim made by the Borrower. 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 otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the USI or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. The Borrower, the Agent and the Lenders agree to negotiate in good faith any amendment addressing the impact of changes in GAAP upon the covenants (financial or otherwise) at no cost to the Borrower other than the reimbursement of the Agent’s costs and expenses as otherwise provided for in this Agreement.

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 Arrangers, the LC Issuers nor any Lender shall have any fiduciary responsibilities to the Borrower or any other Loan Party or any of their respective Affiliates or any other Person. No Lender or any of its Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Lenders and their Affiliates, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) no Lender

or any of its Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and no Lender or any of its Affiliates has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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 and otherwise except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, 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 USI 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, 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 Code); 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 “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, or any “plan” (as defined by and subject to 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.

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, USI 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 USI 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 USI, 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 USI, 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 Patriot 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 Patriot 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.

9.18. Interest Rate Limitation . Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “ Charges ”), shall exceed the maximum lawful rate (the “ Maximum Rate ”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

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 USI, 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 USI, the Borrower, any Subsidiary or any guarantor of any of the Obligations or of any of USI’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 USI or the Borrower to the Agent at such time, but is voluntarily furnished by USI 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 Loan 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 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 USI, the Borrower or any Subsidiary in which USI, 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 and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without reliance upon the Agent, the Arrangers or any other Lender and based on the financial statements prepared by USI 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 Arrangers 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 USI, 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. Upon any such resignation, 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 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 Agent. Upon the effectiveness of the resignation of the Agent, the resigning Agent shall be discharged from any further duties and obligations hereunder and under the Loan Documents. After the effectiveness of the resignation or 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 Arrangers Fees . The Borrower agrees to pay to the Agent and the Arrangers, for their respective accounts, the fees agreed to by the Borrower, the Agent and the Arrangers pursuant to that those certain fee letters dated May 29, 2013, or as otherwise agreed in writing from time to time.

10.14. Delegation to Affiliates . USI, 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. Appointment for Perfection . Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Agent and the Holders of Secured Obligations, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession. Should any Lender (other than the Agent) obtain possession of any such Collateral, such Lender shall notify the Agent thereof, and, promptly upon the Agent’s request therefor shall deliver such Collateral to the Agent or otherwise deal with such Collateral in accordance with the Agent’s instructions.

10.16. Collateral Documents and Guaranty . (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.

(i) release any Lien granted to or held by the Agent upon any Collateral (A) 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; (B) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (C) 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;

(ii) subordinate any Lien on any property granted to or held by the Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.15.16 or 6.15.17; and

(iii) release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.

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 10.16.

(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 Loan Party) all interests retained by the Borrower or any Loan Party, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.

10.17. 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 Loan Party may be offset and applied toward the payment of the 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 2.19, 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, USI, the Agent and the Lenders and their respective successors and assigns permitted hereby, except that (i) neither USI 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 and each LC Issuer (which consents 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 other than an Ineligible Institution (“ 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.

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 USI 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 USI 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 (it being understood that the documentation required under Section 3.5 shall be delivered to the participating Lender). Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the obligations under this Agreement (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in the obligations under this Agreement) except to the extent that such disclosure is necessary to establish that such interest is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

12.3. Assignments .

12.3.1 Permitted Assignments . Any Lender may at any time assign to one or more banks or other entities other than an Ineligible Institution (“ 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 B 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) (which consent shall not be unreasonably withheld or delayed and, in any event, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof); 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 , further , 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 each of the Agent, the LC Issuers and the Swing Line Lender shall be required prior to an assignment becoming effective (which consents shall not be unreasonably withheld or delayed) unless, solely with respect to the Agent, 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).

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 and that the rights, benefits and interests of the Purchaser in and under the Loan Documents will not be Plan Assets. 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, USI, 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 USI 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 USI, 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; Effectiveness; Electronic Communication .

13.1.1 Notices Generally . 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 as follows:

(i) if to USI or the Borrower, to it at One Parkway N. Blvd., Suite 100, Deerfield, Illinois 60015-2559, Attention of Treasurer (Facsimile No. (847) 627-7585), with a copy to One Parkway N. Blvd., Suite 100, Deerfield, Illinois 60015-2559, Attention of General Counsel (Facsimile No. (847) 627-7087, email: eblanchard@ussco.com);

(ii) if to the Agent, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn, 7 ^th Floor, Chicago, Illinois, 60603, Attention of April Yebd (Facsimile No. (888) 292-9533, email: jpm.agency.servicing.4@jpmchase.com), with a copy to JPMorgan Chase Bank, N.A., 10 Sourth Dearborn, 9 ^th Floor, Chicago, Illlinoi, 60603, Attention of Richard Barritt (Facsimile No. (312) 386-7633; email: richard.d.barrit@jpmorgan.com);

(iii) if to the Issuing Bank, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn, 7 ^th Floor, Chicago, Illinois, 60603, Attention of April Yebd (Facsimile No. (888) 292-9533, email: jpm.agency.servicing.4@jpmchase.);

(iv) if to the Swing Line Lender Bank, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn, 7 ^th Floor, Chicago, Illinois, 60603, Attention of April Yebd (Facsimile No. (888) 292-9533, email: jpm.agency.servicing.4@jpmchase.com); and

(v) if to any other Lender, to it at its address (or telecopy number or email address) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in Section 13.1.2 below, shall be effective as provided in such Section.

13.1.2 Electronic Communications .

(i) Notices and other communications to the Lenders and the LC Issuers hereunder may be delivered or furnished by using Electronic Systems pursuant to procedures approved by the Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Agent and the applicable Lender. The Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(ii) Unless the Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

13.1.3 Change of Address, Etc. Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

13.1.4 Electronic Systems .

(i) The Borrower agrees that the Agent may, but shall not be obligated to, make Communications (as defined below) available to the LC Issuers and the other Lenders by posting the Communications on Debt Domain, Intralinks, SyndTrak, ClearPar or a substantially similar Electronic System.

(ii) Any Electronic System used by the Agent is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to any Loan Party, any Lender, any LC Issuer or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Agent’s transmission of communications through an Electronic System. “ Communications ” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Agent, any Lender or any LC Issuer by means of electronic communications pursuant to this Section, including through an Electronic System.

ARTICLE XIV

COUNTERPARTS; EFFECTIVENESS

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. Subject to the qualifications provided in Article IV, this Agreement shall become effective when it shall have been executed by the Agent, and when the Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the parties hereto (including each Departing Lender), and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of a counterpart to this Agreement by facsimile, emailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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 10.17 OF THIS AGREEMENT) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS, INCLUDING SECTIONS 5-1401 AND 5-1402 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 EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE STATE, COUNTY AND CITY OF NEW YORK AND THE BOROUGH OF MANHATTAN 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. SUBJECT TO THE IMMEDIATELY PRECEDING SENTENCE, 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 USI 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, USI, 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 (other than, solely with respect to the applicable Loan Party, Excluded Rate Management 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 (other than, solely with respect to the applicable Loan Party, Excluded 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, USI, 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:
Name:		Robert Kelderhouse
Title:		Vice President, Treasurer

SIGNATURE PAGE TO