10-K

United States Securities and Exchange Commission
Washington, DC 20549

FORM 10-K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                             to

Commission file number: 0-10653

UNITED STATIONERS INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware	36-3141189
(State or Other Jurisdiction of 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)

Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.10 par value per share	Name of Exchange on which registered: NASDAQ Global Select Market
(Title of Class)

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ý    No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o    No ý

Indicate by check mark whether the 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 the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o    No ý

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 and Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ý    No o

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o    No ý

The aggregate market value of the common stock of United Stationers Inc. held by non-affiliates as of June 30, 2010 was approximately $1.27 billion.

On February 16, 2011, United Stationers Inc. had 23,155,970 shares of common stock outstanding.

Documents Incorporated by Reference:

Certain portions of United Stationers Inc.'s definitive Proxy Statement relating to its 2011 Annual Meeting of Stockholders, to be filed within 120 days after the end of United Stationers Inc.'s fiscal year, are incorporated by reference into Part III.

UNITED STATIONERS INC.
FORM 10-K
For The Year Ended December 31, 2010

TABLE OF CONTENTS

		Page No.
	Part I
Item 1.	Business		1
Item 1A.	Risk Factors		6
Item 1B.	Unresolved Comment Letters		9
Item 2.	Properties		9
Item 3.	Legal Proceedings		10
Item 4.	Submission of Matters to a Vote of Security Holders		10
	Executive Officers of the Registrant		10
	Part II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		13
Item 6.	Selected Financial Data		16
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations		18
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		40
Item 8.	Financial Statements and Supplementary Data		41
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		86
Item 9A.	Controls and Procedures		86
	Part III
Item 10.	Directors, Executive Officers and Corporate Governance		87
Item 11.	Executive Compensation		87
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		87
Item 13.	Certain Relationships and Related Transactions, and Director Independence		88
Item 14.	Principal Accounting Fees and Services		88
	Part IV
Item 15.	Exhibits and Financial Statement Schedules		89
	Signatures		94
	Schedule II—Valuation and Qualifying Accounts		95

PART I

ITEM 1.    BUSINESS.

General

United Stationers Inc. is a leading wholesale distributor of business products, with consolidated net sales of approximately $4.8 billion. United stocks a broad and deep line of approximately 100,000 products, including technology products, traditional office products, office furniture, janitorial and breakroom supplies, and industrial supplies. The Company's network of 64 distribution centers allows it to ship these items to over 25,000 reseller customers, reaching more than 90% of the population of the U.S. and major cities in Mexico on an overnight basis.

Except where otherwise noted, the terms "United" and "the Company" refer to United Stationers Inc. and its consolidated subsidiaries. The parent holding company, United Stationers Inc. (USI), was incorporated in 1981 in Delaware. USI's only direct wholly owned subsidiary—and its principal operating company—is United Stationers Supply Co. (USSC), incorporated in 1922 in Illinois.

Products

United stocks approximately 100,000 stockkeeping units ("SKUs") in these categories:

Technology Products.    The Company is a leading national wholesale distributor of computer supplies and peripherals. It stocks approximately 10,000 items, including imaging supplies, data storage, digital cameras, computer accessories and computer hardware items such as printers and other peripherals. United provides these products to value-added computer resellers, office products dealers, drug stores, grocery chains and e-commerce merchants. Technology products generated about 35% of the Company's 2010 consolidated net sales.

Traditional Office Products.    The Company is one of the largest national wholesale distributors of a broad range of office supplies. It carries about 20,000 brand-name and private label products, such as filing and record storage products, business machines, presentation products, writing instruments, paper products, shipping and mailing supplies, calendars and general office accessories. These products contributed approximately 28% of net sales during the year.

Janitorial and Breakroom Supplies.    United is a leading wholesaler of janitorial and breakroom supplies throughout the nation. The Company holds over 8,000 items in these lines: janitorial and breakroom supplies (cleaners and cleaning accessories), foodservice consumables (such as disposable cups, plates and utensils), safety and security items, and paper and packaging supplies. This product category provided about 23% of the latest year's net sales primarily from Lagasse, Inc. (Lagasse), a wholly owned subsidiary of USSC.

Office Furniture.    United is one of the largest office furniture wholesaler distributors in the nation. It stocks approximately 4,500 products including, desks, filing and storage solutions, seating and systems furniture, along with a variety of products for niche markets such as education, government, healthcare and professional services. Innovative marketing programs and related services help drive this business across multiple customer channels. This product category represented approximately 7% of net sales for the year.

Industrial Supplies.    USSC acquired ORS Nasco Holding, Inc. (ORS Nasco) in December 2007, and as a result, now stocks over 55,000 items including hand and power tools, safety and security supplies, janitorial equipment and supplies, other various industrial MRO (maintenance, repair and operations) items and oil field and welding supplies. In 2010, this product category accounted for roughly 6% of the Company's net sales.

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The remainder of the Company's consolidated net sales came from freight, advertising and software related revenue.

United offers private brand products within each of its product categories to help resellers provide quality value-priced items to their customers. These include Innovera® technology products, Universal® office products, Windsoft® paper products, UniSan® janitorial and sanitation products, Alera® office furniture and Anchor Brand® in the welding, industrial, safety and oil field pipeline categories.

During 2010, private brand products accounted for about 14% of United's net sales.

Customers

United serves a diverse group of over 25,000 customers. They 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. The Company had one customer, Staples, which constituted 10.7% of its 2010 consolidated net sales. No other single customer accounted for more than 10% of 2010 consolidated net sales.

Sales to independent resellers—which include our United Stationers Supply, Lagasse and ORS Nasco resellers, as well as new channel customers—contributed approximately 85% of consolidated net sales. The Company provides these customers with value-added services designed to help them market their products and services while improving operating efficiencies and reducing costs. National accounts comprise about 15% of the Company's 2010 consolidated net sales.

Marketing and Customer Support

United's customers can purchase most of the products the Company distributes at similar prices from many other sources. Many reseller customers purchase their products from more than one source, frequently using "first call" and "second call" distributors. A "first call" distributor typically is a reseller's primary wholesaler and has the first opportunity to fill an order. If the "first call" distributor cannot meet the demand, or do so on a timely basis, the reseller will contact its "second call" distributor.

United's marketing and logistic capabilities differentiate the Company from its competitors by providing exceptional value-added services to resellers:

•

A broad line of products for one-stop shopping with high levels of products in stock, and an average line fill rate better than 97% in 2010;

•

Comprehensive printed product catalogs for easy shopping and reference guides as well as digital catalogs and search capabilities to power e-commerce Web sites;

•

Advanced e-business capabilities including software alternatives to help reseller customers run their businesses and to help resellers and suppliers target profitable growth opportunities;

•

Expanded services offerings labeled Orbit Point which is a new suite of services designed to help resellers pursue, win, and support large, national, regional, and multi-location accounts;

•

Delivery of integrated marketing campaigns that include annual marketing planning, regular and consumer touchpoints, the use of direct mail and emails, customer business reviews and enhanced reseller branding;

•

Extensive promotional materials and marketing programs to increase sales and build loyalty;

•

Efficient order processing, resulting in a 99.6% order accuracy rate for the year;

•

High-quality customer service from several state-of-the-art customer care centers;

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•

National distribution capabilities that enable next- to second-day delivery to the contiguous U.S. and major cities in Mexico, providing a 98% on-time delivery rate in 2010;

•

Training programs designed to help resellers improve their sales and marketing techniques;

•

End-consumer research to help resellers better understand their markets.

United's marketing programs emphasize two other major strategies. First, the Company produces product content that is used to populate an extensive array of print and electronic catalogs for commercial dealers, contract stationers and retail dealers. The printed catalogs usually are customized with each reseller's name, then sold to the resellers who, in turn, distribute them to their customers. The Company markets its broad product offering primarily through the Everything for the Workplace (EFTW) catalog. This is available in both print and electronic versions and can include various selling prices (rather than the manufacturer's suggested retail price). In addition, the Company typically produces a number of promotional catalogs each quarter. United also develops separate monthly, quarterly and semi-annual flyers covering most of its product categories, including its private brand lines that offer a large selection of popular commodity products. United sends out weekly emails as part of its eDeals program to drive sales and promote specific products and solutions. Since catalogs and electronic content provide product exposure to end consumers and generate demand, United tries to maximize their distribution on behalf of its suppliers and customers.

Second, United provides its resellers with a variety of dealer support and marketing services. These programs are designed to help resellers differentiate themselves by making it easier for customers to buy from them, and often allow resellers to reach customers they had not traditionally served.

Resellers can place orders with the Company through a variety of electronic order entry systems or by phone, fax and e-mail. Electronic order entry systems allow resellers to forward their customers' orders directly to United, resulting in the delivery of pre-sold products to the reseller. In 2010, United received approximately 93% of its orders electronically.

Distribution

The Company uses a network of 64 distribution centers to provide about 100,000 items to over 25,000 reseller customers. This network, combined with the Company's depth and breadth of inventory in technology products, traditional office products, office furniture, janitorial and breakroom supplies, and industrial supplies, enables the Company to ship products on an overnight basis to more than 90% of the population of the U.S. and major cities in Mexico. United's domestic operations generated approximately $4.7 billion of its approximately $4.8 billion in 2010 consolidated net sales, with its international operations contributing another $0.1 billion to 2010 net sales.

Distribution centers are supplemented with 30 re-distribution points across the nation to facilitate delivery. United has a dedicated fleet of approximately 550 trucks, most of which are under contract to the Company. This enables United to make direct deliveries to resellers from regional distribution centers and local distribution points.

United's inventory locator system allows it to provide resellers with timely delivery of the products they order. If a reseller asks for an item that is out of stock at the nearest distribution center, the system has the capability to automatically search for the product at other facilities within the shuttle network. When the item is found, the alternate location coordinates shipping with the primary facility. For most resellers, the result is a single on-time delivery of all items. This system gives United added inventory support while minimizing working capital requirements. As a result, the Company can provide higher service levels to its reseller customers, reduce back orders, and minimize time spent searching for substitute merchandise. These factors contribute to a high order fill rate and efficient levels of inventory. To meet its delivery commitments and to maintain high order fill rates, United carries a significant amount of inventory, which contributes to its overall working capital requirements.

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The "Wrap and Label" program is another important service for resellers. It gives resellers the option to receive individually packaged orders ready to be delivered to their end consumers. For example, when a reseller places orders for several individual consumers, United can pick and pack the items separately, placing a label on each package with the consumer's name, ready for delivery to the end consumer by the reseller. Resellers appreciate the "Wrap and Label" program because it eliminates the need to break down bulk shipments and repackage orders before delivering them to consumers.

In addition to providing value-adding programs for resellers, United also remains committed to reducing its operating costs. Its "War on Waste" (WOW) program, which began in 2007, is targeting the removal of $100 million in costs over five years through a combination of new and continuing activities. In addition, WOW includes process improvement and work simplification activities that will help increase efficiency throughout the business and improve customer satisfaction.

Purchasing and Merchandising

As a leading wholesale distributor of business products, United leverages its broad product selection as a key merchandising strategy. The Company orders products from over 1,000 manufacturers. This purchasing volume means United receives substantial supplier allowances and can realize significant economies of scale in its logistics and distribution activities. In 2010, United's largest supplier was Hewlett-Packard Company, which represented approximately 20% of its total purchases.

The Company's Merchandising Department is responsible for selecting merchandise and for managing the entire supplier relationship. Product selection is based on three factors: end-consumer acceptance; anticipated demand for the product; and the manufacturer's total service, price and product quality. As part of its effort to create an integrated supplier approach, United introduced the "Preferred Supplier Program." In exchange for working closely with United to maximize a combined market strategy and operating contribution, as well as demonstrating compliance with United's supply requirements and a proven track record of successful partnership, participating suppliers' products are treated as preferred brands in the Company's marketing efforts.

Competition

There is only one other nationwide broad line office products wholesale distributor in North America. United and this firm compete on the basis of breadth of product lines, availability of products, speed of delivery to resellers, order fill rates, net pricing to resellers, and the quality of marketing and other value-added services.

The Company also competes with specialty distributors of office products, office furniture, technology products, janitorial and breakroom supplies and industrial supplies. These distributors typically offer more limited product lines and compete nationally, regionally or locally. In most cases, competition is based primarily upon net pricing, minimum order quantity, speed of delivery, and value-added marketing and logistics services.

The Company also competes with manufacturers who often sell their products directly to resellers and may offer lower prices. United believes that it provides an attractive alternative to manufacturer direct purchases by offering a combination of value-added services, including 1) a broad line of business products from multiple manufacturers on a "one-stop shop" basis, 2) marketing and catalog programs, 3) same- to second-day delivery, 4) lower minimum order quantities, and 5) Wrap and Label capabilities.

Seasonality

United's sales generally are relatively steady throughout the year. However, sales also reflect seasonal buying patterns for consumers of traditional office products. In particular, the Company's sales of traditional office products usually are higher than average during January, when many businesses begin

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operating under new annual budgets and release previously deferred purchase orders. Janitorial and breakroom supplies sales are somewhat higher in the summer months. Industrial supplies sales are somewhat higher in summer months as well.

Employees

As of February 16, 2011, United employed approximately 5,950 people.

Management believes it has good relations with its associates. Approximately 570 of the shipping, warehouse and maintenance associates at certain of the Company's Baltimore, Los Angeles and New Jersey distribution centers are covered by collective bargaining agreements. The bargaining agreements in the Los Angeles and New Jersey distribution centers are scheduled to expire in 2011, and the bargaining agreement in Baltimore is scheduled to expire in 2012. The Company has not experienced any work stoppages during the past five years.

Availability of the Company's Reports

The Company's principal Web site address is www.unitedstationers.com. This site provides United's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K—as well as amendments and exhibits to those reports filed or furnished under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") for free as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission (SEC). In addition, copies of these filings (excluding exhibits) may be requested at no cost by contacting the Investor Relations Department:

United Stationers Inc.
Attn: Investor Relations Department
One Parkway North Boulevard
Suite 100
Deerfield, IL 60015-2559
Telephone: (847) 627-7000
E-mail: IR@ussco.com

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ITEM 1A.    RISK FACTORS.

Any of the risks described below could have a material adverse effect on the Company's business, financial condition or results of operations. These risks are not the only risks facing United; the Company's business operations could also be materially adversely affected by risks and uncertainties that are not presently known to United or that United currently deems immaterial.

United's operating results depend on the strength of the general economy.

The customers that United serves are affected by changes in economic conditions outside the Company's control, including national, regional and local slowdowns in general economic activity and job markets. Demand for the products and services the Company offers, particularly in office products, technology and furniture, is affected by the number of white collar and other workers employed by the businesses United's customers serve. An interruption of growth in these markets or a general economic downturn, together with the negative effect this has on the number of workers employed, may adversely affect United's business, financial condition and results of operations.

United may not achieve its growth, cost-reduction and margin enhancement goals.

United has set goals to improve its profitability over time by reducing expenses and growing sales to existing and new customers. There can be no assurance that United will achieve its enhanced profitability goals. Factors that could have a significant effect on the Company's efforts to achieve these goals include the following:

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Failure to achieve the Company's growth objectives in its sales channels;

•

Inability to achieve the Company's annual "War on Waste" (WOW) initiatives to reduce expenses and improve productivity and quality;

•

Impact on gross margin from competitive pricing pressures;

•

Failure to maintain or improve the Company's sales mix between lower margin and higher margin products;

•

Inability to pass along cost increases from United's suppliers to its customers;

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Failure to increase sales of United's private brand products; and

•

Failure of customers to adopt the Company's product pricing and marketing programs.

The loss of a significant customer could significantly reduce United's revenues and profitability.

United's top five customers accounted for approximately 26% of the Company's 2010 net sales. The loss of one or more key customers, changes in the sales mix or sales volume to key customers, a significant downturn in the business or financial condition of any of them or the failure of any of them to timely pay all amounts due United could significantly reduce United's sales and profitability.

United's reliance on supplier allowances and promotional incentives could impact profitability.

Supplier allowances and promotional incentives that are often based on volume contribute significantly to United's profitability. If United does not comply with suppliers' terms and conditions, or does not make requisite purchases to achieve certain volume hurdles, United may not earn certain allowances and promotional incentives. In addition, if United's suppliers reduce or otherwise alter their allowances or promotional incentives, United's profit margin for the sale of the products it purchases from those suppliers may be harmed. The loss or diminution of supplier allowances and promotional support could have an adverse effect on the Company's results of operation.

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United relies on independent dealers and distributors for a significant percentage of its net sales.

Sales to independent office product dealers and janitorial and sanitation distributors account for a significant portion of United's net sales. Independent dealers and distributors compete with national retailers that have substantially greater financial resources and technical and marketing capabilities. Over the years, several of the Company's independent dealer and distributor customers have been acquired by national retailers or have ceased operation. If United's customer base of independent dealers and distributors declines, the Company's business and results of operations may be adversely affected.

United operates in a competitive environment.

The Company operates in a competitive environment. Competition is based largely upon service capabilities and price, as the Company's competitors are primarily wholesalers that offer products that are the same as or similar to the products the Company offers to the same customers or potential customers. United also faces competition from some of its own suppliers, which sell their products directly to United's customers. The Company's financial condition and results of operations depend on its ability to compete effectively on price, product selection and availability, marketing support, logistics and other ancillary services.

The loss of key suppliers or supply chain disruptions could decrease United's revenues and profitability.

United believes its ability to offer a combination of well-known brand name products, competitively priced private brand products, and support services is an important factor in attracting and retaining customers. The Company's ability to offer a wide range of products and services is dependent on obtaining adequate product supply and services from manufacturers or other suppliers. United's agreements with its suppliers are generally terminable by either party on limited notice. The loss of, or a substantial decrease in the availability of products or services from key suppliers at competitive prices could cause the Company's revenues and profitability to decrease. In addition, supply interruptions could arise due to transportation disruptions, labor disputes or other factors beyond United's control. Disruptions in United's supply chain could result in a decrease in revenues and profitability.

United's financial condition and results of operation depend on the availability of financing sources to meet its business needs.

The Company depends on various external financing sources to fund its operating, investing, and financing activities. The Company's financing agreements include covenants by the Company to maintain certain financial ratios and comply with other obligations. If the Company violates a covenant or otherwise defaults on its obligations under a financing agreement, the Company's lenders may refuse to extend additional credit, demand repayment of outstanding indebtedness and terminate the financing agreements. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—General" included below under Item 7.

One of the Company's external financing sources is a receivables securitization program that is dependent on lenders' commitments that must be renewed annually. The Company's other primary external financing sources terminate or mature in one to three years. If the Company defaults on its obligations under a financing agreement or is unable to obtain or renew financing sources on commercially reasonable terms, its business and financial condition could be materially adversely affected.

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United must manage inventory effectively in order to maximize supplier allowances while minimizing excess and obsolete inventory.

To maximize supplier allowances and minimize excess and obsolete inventory, United must project end-consumer demand for over 100,000 SKUs in stock. If United underestimates demand for a particular manufacturer's products, the Company will lose sales, reduce customer satisfaction, and earn a lower level of allowances from that manufacturer. If United overestimates demand, it may have to liquidate excess or obsolete inventory at a loss.

United is focusing on increasing its sales of private brand products. These products can present unique inventory challenges. United sources some of its private brand products overseas, resulting in longer order-lead times than for comparable products sourced domestically. These longer lead-times make it more difficult to forecast demand accurately and require larger inventory investments to support high service levels. In addition, United generally does not have the right to return excess inventory of private brand products to the manufacturers.

A significant disruption or failure of the Company's information technology systems or in its design, implementation or support of the information technology systems and e-commerce services it provides to customers could disrupt United's business, result in increased costs and decreased revenues, harm the Company's reputation and expose the Company to liability.

The Company relies on information technology in all aspects of its business, including managing and replenishing inventory, filling and shipping customer orders, and coordinating sales and marketing activities. Several of the Company's software applications are legacy systems which the Company must periodically update, enhance and replace. A significant disruption or failure of the Company's existing information technology systems or in the Company's development and implementation of new systems could put it at a competitive disadvantage and could adversely affect its results of operations.

The Company also develops, licenses and implements business management software and e-commerce services for customers. Defects or errors in the software or e-commerce services the Company provides to customers or failure to adequately protect customer information could result in increased costs, litigation, customer attrition, reduced market acceptance of the Company's goods and services and damage to the Company's reputation.

The Company is subject to costs and risks associated with laws and regulations affecting United's business.

United is subject to a wide range of state and federal laws, including laws regarding labor and employment, wages and hours, product liability, product safety, the storage and transportation of hazardous materials, privacy and data security, imports and exports, and intellectual property. These laws and regulations may change, sometimes significantly, as a result of political or economic events. The complex legal and regulatory environment exposes United to compliance and litigation costs and risks that could materially affect United's operations and financial results.

The security of private information United's customers provide to the Company could be compromised.

Through United's sales and marketing activities, the Company collects and stores personally identifiable information and credit card data that our customers provide when they buy products or services, enroll in promotional programs, or otherwise communicate with United. United also gathers and retains information about its employees in the normal course of business. United uses vendors to assist with certain aspects of United's business and, to enable the vendors to perform services for United, the Company shares some of the information provided by customers and employees. Loss or disclosure of customer or business information by United or its vendors could disrupt the Company's operations and

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expose United to claims from customers, financial institutions, regulators, payment card associations and other persons, any of which could have an adverse effect on the Company's business, financial condition and results of operations. In addition, compliance with more stringent privacy and information security laws and standards may result in significant expense due to increased investment in technology and the development of new operational processes.

United may not be successful in identifying, consummating and integrating future acquisitions.

Historically, part of United's growth and expansion into new product categories or markets has come from targeted acquisitions. Going forward, United may not be able to identify attractive acquisition candidates or complete the acquisition of any identified candidates at favorable prices and upon advantageous terms. Furthermore, competition for attractive acquisition candidates may limit the number of acquisition candidates or increase the overall costs of making acquisitions. Acquisitions involve significant risks and uncertainties, including difficulties integrating acquired business systems and personnel with United's business; the potential loss of key employees, customers or suppliers; the assumption of liabilities and exposure to unforeseen liabilities of acquired companies; the difficulties in achieving target synergies; and the diversion of management attention and resources from existing operations. Difficulties in identifying, completing or integrating acquisitions could impede United's revenues, profitability and net worth.

The Company relies heavily on the ability to recruit, retain and develop high-performing managers and the lack of execution in these areas could harm the Company's ability to carry out its business strategy.

United's ability to implement its business strategy depends largely on the efforts, skills, abilities and judgment of the Company's executive management team. United's success also depends to a significant degree on its ability to recruit and retain sales and marketing, operations and other senior managers. The Company may not be successful in attracting and retaining these employees, which may in turn have an adverse effect on the Company's results of operations and financial condition.

Unexpected events could disrupt normal business operations, which might result in increased costs and decreased revenues.

Unexpected events, such as hurricanes, fire, war, terrorism, and other natural or man-made disruptions, may increase the cost of doing business or otherwise impact United's financial performance. In addition, damage to or loss of use of significant aspects of the Company's infrastructure due to such events could have an adverse affect on the Company's operating results and financial condition.

ITEM 1B.    UNRESOLVED COMMENT LETTERS.

None.

ITEM 2.    PROPERTIES.

The Company considers its properties to be suitable with adequate capacity for their intended uses. The Company evaluates its properties on an ongoing basis to improve efficiency and customer service and leverage potential economies of scale. Substantially all owned facilities are subject to liens under USSC's debt agreements (see the information under the caption "Liquidity and Capital Resources" included below under Item 7). As of December 31, 2010, these properties consisted of the following:

Offices.    The Company leases approximately 205,000 square feet for its corporate headquarters in Deerfield, Illinois. Additionally the Company owns 49,000 square feet of office space in Orchard Park, New York and leases 21,000 square feet of office space in Tulsa, Oklahoma, 20,000 square feet in Muskogee, Oklahoma and 5,700 square feet in Denver, Colorado.

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Distribution Centers.    The Company utilizes 64 distribution centers totaling approximately 12.6 million square feet of warehouse space. Of the 12.6 million square feet of distribution center space, 2.1 million square feet is owned and 10.5 million square feet is leased.

ITEM 3.    LEGAL PROCEEDINGS.

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

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of security holders during the fourth quarter of 2010.

EXECUTIVE OFFICERS OF THE REGISTRANT (as of February 25, 2011)

The executive officers of the Company are as follows:

Name, Age and Position with the Company	Business Experience
Richard W. Gochnauer 61, Chief Executive Officer	Richard W. Gochnauer has served as the Company's Chief Executive Officer since December 2002, having also served as the Company's President from such date until September 2010. He joined the Company as its Chief Operating Officer and as a Director in July 2002. From 1994 until he joined the Company, Mr. Gochnauer held the positions of Vice Chairman and President, International, and President and Chief Operating Officer of Golden State Foods, a privately-held food company that manufactures and distributes food and paper products. Prior to that, he served as Executive Vice President of the Dial Corporation, with responsibility for its household and laundry consumer products businesses.
S. David Bent 50, Senior Vice President and Chief Information Officer	S. David Bent was named as the Company's Senior Vice President, eBusiness Services and Corporate Chief Information officer in July 2009. He joined the Company as its Senior Vice President and Chief Information Officer in May 2003. From August 2000 until such time, Mr. Bent served as the Corporate Vice President and Chief Information Officer of Acterna Corporation, a multi-national telecommunications test equipment and services company, and also served as General Manager of its Software Division from October 2002. Previously, he spent 18 years with the Ford Motor Company. During his Ford tenure, Mr. Bent most recently served during 1999 and 2000 as the Chief Information Officer of Visteon Automotive Systems, a tier one automotive supplier, and from 1998 through 1999 as its Director, Enterprise Processes and Systems.
Eric A. Blanchard 54, Senior Vice President, General Counsel and Secretary	Eric A. Blanchard has served as the Company's Senior Vice President, General Counsel and Secretary since January 2006. From November 2002 until December 2006 he served as the Vice President, General Counsel and Secretary at Tennant Company. Previously Mr. Blanchard was with Dean Foods Company where he held the positions of Chief Operating Officer, Dairy Division from January 2002 to October 2002, Vice President and President, Dairy Division from 1999 to 2002 and General Counsel and Secretary from 1988 to 1999.

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Name, Age and Position with the Company	Business Experience
Timothy P. Connolly 47, President, Operations and Logistics Services	Timothy P. Connolly was named as the Company's President, Operations and Logistics Services in January 2011. Prior to this position he served as Senior Vice President, Operations from December 2006. From February 2006 to December 2006, Mr. Connolly was Vice President, Field Operations Support and Facility Engineering at the Field Support Center. He joined the Company in August 2003 as Region Vice President Operations, Midwest. Before joining the Company, Mr. Connolly was the Regional Vice President, Midwest Region for Cardinal Health where he directed operations, sales, human resources, finance and customer service for one of Cardinal's largest pharmaceutical distribution centers.
Barbara J. Kennedy 44, Senior Vice President, Human Resources	Barbara J. Kennedy has been United Stationers' Senior Vice President, Human Resources since August 2008. Before she joined the Company, Ms. Kennedy held various human resources management positions, serving most recently as Executive Vice President, Human Resources, Safety, Recruiting and Driver Services for Swift Transportation. Prior to joining Swift, she served as Vice President, Human Resources at Barr-Nunn Transportation.
P. Cody Phipps 49, President and Chief Operating Officer	P. Cody Phipps was promoted to President and Chief Operating Officer in September 2010. Prior to that time he served as the Company's President, United Stationers Supply from October 2006 September 2010. He joined the Company in August 2003 as its Senior Vice President, Operations. Prior to joining the Company, Mr. Phipps was a partner at McKinsey & Company, Inc., a global management consulting firm where he led the firm's North American Operations Effectiveness Practice and co-founded and led its Service Strategy and Operations Initiative. Prior to joining McKinsey, Mr. Phipps worked as a consultant with The Information Consulting Group, a systems consulting firm, and as an IBM account marketing representative.
Victoria J. Reich 53, Senior Vice President and Chief Financial Officer	Victoria J. Reich joined the Company in June 2007 as its Senior Vice President and Chief Financial Officer. Prior to joining the Company, Ms. Reich spent ten years with Brunswick Corporation where she most recently was President of Brunswick European Group from August 2003 until June 2006. She served as Brunswick's Senior Vice President and Chief Financial Officer from 2000 to 2003 and as Vice President and Controller from 1996 until 2000. Before joining Brunswick, Ms. Reich spent 17 years at General Electric Company where she held various financial management positions.

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Name, Age and Position with the Company	Business Experience
Todd A. Shelton 44, President, United Stationers Supply	Todd Shelton was appointed President, United Stationers Supply, on September 1, 2010. Prior to his new position, he served as President of Lagasse, Inc., a wholly-owned subsidiary of United Stationers Supply Co. Mr. Shelton previously held the position of Chief Operating Officer of Lagasse following the acquisition of the Sweet Paper Sales Company in 2005. He joined Lagasse in 2001 as Vice President, Finance and has held various leadership roles in sales, customer service, operations, and procurement. Before joining Lagasse, Mr. Shelton was a Partner and Vice President, Marketing at Wes-Pak, Inc., a privately-held manufacturer of retail and medical products. He began his career at Baxter Healthcare with roles in finance, IT, sales and marketing.
Stephen A. Schultz 44, Group President, Lagasse and ORS Nasco	Stephen A. Schultz was appointed to the position of Group President, Lagasse and ORS Nasco in September 2008. Prior to this appointment, he held the position of President, Lagasse, Inc.from August 2001. In October 2003, he assumed the additional position of Senior Vice President, Category Management-Janitorial/Sanitation, of the Company. Mr. Schultz joined Lagasse in early 1999 as Vice President, Marketing and Business Development, and became a Senior Vice President of Lagasse in late 2000. Before joining Lagasse, he served for nearly 10 years in various executive sales and marketing roles for Hospital Specialty Company, a manufacturer and distributor of hygiene products for the institutional janitorial and sanitation industry.

Executive officers are elected by the Board of Directors. Except as required by individual employment agreements between executive officers and the Company, there exists no arrangement or understanding between any executive officer and any other person pursuant to which such executive officer was elected. Each executive officer serves until his or her successor is appointed and qualified or until his or her earlier removal or resignation.

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Common Stock Information

USI's common stock is quoted through the NASDAQ Global Select Market ("NASDAQ") under the symbol USTR. The following table shows the high and low closing sale prices per share for USI's common stock as reported by NASDAQ:

	High		Low
2010
First Quarter	$	61.11	$	53.15
Second Quarter		63.03		51.80
Third Quarter		59.96		44.89
Fourth Quarter		67.22		53.58
2009
First Quarter	$	34.26	$	18.49
Second Quarter		39.00		28.44
Third Quarter		49.25		34.57
Fourth Quarter		58.03		45.04

On February 16, 2011, the closing sale price of Company's common stock as reported by NASDAQ was $68.31 per share. On February 16, 2011, there were approximately 541 holders of record of common stock. A greater number of holders of USI common stock are "street name" or beneficial holders, whose shares are held of record by banks, brokers and other financial institutions.

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Stock Performance Graph

The following graph compares the performance of the Company's common stock over a five-year period with the cumulative total returns of (1) The NASDAQ Stock Market Index (U.S. companies), and (2) a group of companies included within Value Line's Office Equipment Industry Index. The graph assumes $100 was invested on December 31, 2005 in the Company's common stock and in each of the indices and assumes reinvestment of all dividends (if any) at the date of payment. The following stock price performance graph is presented pursuant to SEC rules and is not meant to be an indication of future performance.

	2005		2006		2007		2008		2009		2010
United Stationers (USTR)	$	100.00	$	96.27	$	95.28	$	69.05	$	117.28	$	131.57
NASDAQ (U.S. Companies)	$	100.00	$	109.84	$	119.14	$	57.41	$	82.52	$	97.94
Value Line Office Equipment	$	100.00	$	128.39	$	100.57	$	71.44	$	98.71	$	114.65

Common Stock Repurchases

As of December 31, 2010, the Company had $87.7 million remaining under share repurchase authorizations from its Board of Directors. During 2010, the Company repurchased 2.0 million shares of common stock at an aggregate cost of $113.2 million. The Company did not repurchase any common stock during 2009.

Purchases may be made from time to time in the open market or in privately negotiated transactions. 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.

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Dividends

The Company's policy has been to maintain a balanced approach to capital deployment including investments in the business, acquisitions, and returning capital to shareholders via share repurchases. The Company has not paid cash dividends since 1995. Any payment of dividends will depend upon the Company's consolidated financial position, results of operations and other factors deemed relevant by the Company's Board of Directors. Furthermore, as a holding company, USI's ability to pay cash dividends in the future depends upon the receipt of dividends or other payments from its operating subsidiary, USSC. The Company's debt agreements impose limited restrictions on the payment of dividends and share repurchases. For further information on the Company's debt agreements, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" in Item 7, and Note 9 to the Consolidated Financial Statements included in Item 8 of this Annual Report.

Securities Authorized for Issuance under Equity Compensation Plans

The information required by Item 201(d) of Regulation S-K (Securities Authorized for Issuance under Equity Compensation Plans) is included in Item 12 of this Annual Report.

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ITEM 6.    SELECTED FINANCIAL DATA.

The selected consolidated financial data of the Company for the years ended December 31, 2006 through 2010 have been derived from the Consolidated Financial Statements of the Company, which have been audited by Ernst & Young LLP, an independent registered public accounting firm. The adoption of new accounting pronouncements, changes in certain accounting policies, reclassifications of discontinued operations and certain other reclassifications are reflected in the financial information presented below. The selected consolidated financial data below should be read in conjunction with, and is qualified in its entirety by, Management's Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements of the Company included in Items 7 and 8, respectively, of this Annual Report. Except for per share data, all amounts presented are in thousands:

		Years Ended December 31,(1)
		2010			2009			2008			2007			2006(2)
Income Statement Data:
Net sales		$	4,832,237		$	4,710,291		$	4,986,878		$	4,646,399		$	4,546,914
Cost of goods sold			4,101,682			4,019,650			4,246,199			3,939,684			3,792,833
	Gross profit		730,555			690,641			740,679			706,715			754,081
Operating expenses(3):
	Warehousing, marketing and administrative expenses		520,754			503,013			548,222			504,188			518,175
Operating income			209,801			187,628			192,457			202,527			235,906
Interest expense			(26,229	)		(27,797	)		(28,563	)		(13,109	)		(8,276	)
Interest income			237			474			1,048			1,197			970
Other expense, net(4)			(809	)		(204	)		(8,079	)		(14,595	)		(12,786	)
Income from continuing operations before income taxes			183,000			160,101			156,863			176,020			215,814
Income tax expense			70,243			59,116			58,449			68,825			80,510
Income from continuing operations			112,757			100,985			98,414			107,195			135,304
Loss from discontinued operations, net of tax			—			—			—			—			(3,091	)
Net income		$	112,757		$	100,985		$	98,414		$	107,195		$	132,213
Net income per share—basic:
	Income from continuing operations	$	4.86		$	4.32		$	4.17		$	3.92		$	4.37
	Loss from discontinued operations, net of tax		—			—			—			—			(0.10	)
	Net income per common share—basic	$	4.86		$	4.32		$	4.17		$	3.92		$	4.27
Net income per share—diluted:
	Income from continuing operations	$	4.67		$	4.19		$	4.13		$	3.83		$	4.31
	Loss from discontinued operations, net of tax		—			—			—			—			(0.10	)
	Net income per common share—diluted	$	4.67		$	4.19		$	4.13		$	3.83		$	4.21
Cash dividends declared per share		$	—		$	—		$	—		$	—		$	—
Balance Sheet Data:
Working capital(5)		$	750,653		$	721,503		$	807,631		$	543,258		$	551,556
Total assets(5)			1,908,663			1,808,516			1,881,516			1,765,555			1,560,355
Total debt(6)			441,800			441,800			663,100			451,000			117,300
Total stockholders' equity			759,598			706,713			565,638			574,254			800,940
Statement of Cash Flows Data:
Net cash provided by (used in) operating activities		$	114,823		$	239,395		$	(129,305	)	$	218,054		$	13,994
Net cash used in investing activities			(42,745	)		(14,829	)		(28,366	)		(197,898	)		(18,624	)
Net cash (used in) provided by financing activities			(69,355	)		(216,667	)		146,430			(13,188	)		2,198

(1)

Certain prior period amounts have been reclassified to conform to the current presentation. Such reclassifications were limited to Balance Sheet and Cash Flow Statement presentation and did not impact the Statements of Income. Specifically, the Company reclassified certain offsets to "Accrued Liabilities" related to merchandise return reserves to "Inventory". This reclassification began in the fourth quarter of 2007, with prior periods updated to conform to this presentation. For the year ended December 31, 2006, $7.0 million were reclassified to "Inventory" out of "Accrued Liabilities" with corresponding changes made to the Statement of Cash Flows within "Cash Flows From Operating Activities".

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(2)

In 2006, the Company recorded $60.6 million, or $1.21 per diluted share in favorable benefits from the Company's product content syndication program and certain marketing program changes.

(3)

Includes restructuring, severance and other charges in the following years: 2010—$11.9 million reversal for vacation pay policy change, $8.8 million reversal for Retiree Medical Plan termination, and $9.1 million charge for early retirement/workforce realignment. 2009—$3.4 million severance charge. 2007—$1.4 million charge for the 2006 Workforce Reduction Program. 2006—$6.0 million charge for the 2006 Workforce Reduction Program, partially offset by a $4.1 million reversal of previously established restructuring reserves.

(4)

Primarily represents items in the following years: 2010—an accounting change to bring prior acquisition earn-out liabilities to fair value. 2006 through 2009—a loss on the sale of certain trade accounts receivable through the Company's Prior Receivables Securitization Program. For further information on the Company's Prior Receivables Securitization Program, see Note 10 "Off-Balance Sheet Financing" under Item 8 of this Annual Report.

(5)

In accordance with Generally Accepted Accounting Principles ("GAAP"), total assets exclude $23.0 million in 2008, $248.0 million in 2007, and $225.0 million in 2006 of certain trade accounts receivable sold through the Company's Prior Receivables Securitization Program. For further information on the Company's Prior Receivables Securitization Program, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Off-Balance Sheet Arrangements—Prior Receivables Securitization Program" under Item 7 of this Annual Report.

(6)

Total debt includes current maturities.

FORWARD LOOKING INFORMATION

This Annual Report on Form 10-K 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 above under the heading "Risk Factors."

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

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with both the information at the end of Item 6 of this Annual Report on Form 10-K appearing under the caption, "Forward Looking Information", and the Company's Consolidated Financial Statements and related notes contained in Item 8 of this Annual Report.

Overview and Recent Results

The Company is a leading wholesale distributor of business products, with 2010 net sales of approximately $4.8 billion. The Company sells its products through a national distribution network of 64 distribution centers to over 25,000 resellers, who in turn sell directly to end consumers.

As reported in the Company's press release, dated February 10, 2011, first quarter sales to date were up approximately 3%. Early positive results have been seen from the Company's growth strategies with signs that segments of the economy are gradually improving.

Key Company and Industry Trends

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

•

The Company is developing growth strategies that do not rely exclusively on improvement in the general economy. These strategies include initiatives to penetrate the government and public sector channels, open new channels and new routes to market by continuing to develop new capabilities and services, develop advanced supply chain analysis capabilities to convince resellers and suppliers to leverage the Company's services and distribution network, and provide innovative new services to industrial resellers. The Company is also continuing its efforts to cross sell janitorial and breakroom supplies into other channels as well as advancing e-business capabilities.

•

Sales growth of 2.6% for the year 2010 was largely driven by targeted growth initiatives that overcame lackluster economic conditions. The Company made significant progress on its growth strategies during 2010 including advancing its e-business capabilities, helping suppliers and resellers reduce supply chain costs, expanding its public sector business, adding new channel customers, and leveraging the Company's broad distribution platform to add industrial products to more distribution centers. While there are signs that segments of the economy are gradually improving, the Company's focus remains on growth initiatives that are not totally dependent on an economic recovery.

•

Net income for 2010 was $112.8 million and diluted earnings per share were $4.67 compared to 2009 net income of $101.0 million and diluted earnings per share of $4.19. Included in the 2010 results are a favorable $11.9 million (non-cash/pre-tax) adjustment to reverse vacation pay liabilities, a charge of $9.1 million (pre-tax) related to a voluntary early retirement and workforce realignment program, and an $8.8 million (non-cash/pre-tax) liability reversal for the termination of the post-retirement health care benefit plan. Excluding these non-operating items, adjusted net income for 2010 was $105.6 million and adjusted diluted earnings per share were $4.37. Included in the 2009 results were a $14.0 million favorable negotiated settlement with a service supplier and a $3.4 million pre-tax severance charge. Excluding these non-operating items, 2009 adjusted net income was $94.3 million and adjusted diluted earnings per share were $3.91. Record adjusted diluted earnings per share in 2010 of $4.37 were up 12% versus the adjusted 2009 amount.

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•

Sales for 2010 increased 2.6% to approximately $4.8 billion. Industrial supplies led the growth with an increase of 22.8% over the prior year buoyed by improvement in the manufacturing sector and continued growth from the Company's investments and initiatives. Office products and technology also grew 3.9% and 2.0%, respectively. These favorable items were partially offset by furniture and janitorial/breakroom which declined 2.8% and 1.0%, respectively. Janitorial/breakroom was negatively impacted by difficult prior year flu-related product sales comparisons and the shift of some national account business that is now serviced directly by manufacturers.

•

Gross margin as a percent of sales for 2010 was 15.1% versus 14.7% in 2009. The gross margin rate in 2010 was favorable versus the prior year mainly due to increased supplier allowances resulting from volume growth and program enhancements. The Company's War on Waste (WOW) program also helped to partially offset margin pressures resulting from competitive pricing, lower product inflation, higher LIFO expense, and higher fuel costs. Going forward, gross margins are expected to benefit from sales growth and enhanced marketing programs to earn additional supplier allowances, as well as from WOW savings. These factors should more than counter the negative effects of a competitive pricing environment and higher fuel costs.

•

Operating expenses in 2010 were $520.8 million or 10.8% as a percent of sales for the year compared to $503.0 million or 10.7% in 2009. Excluding the non-operating items previously mentioned, adjusted operating expenses were $532.4 million or 11.0% of sales in 2010 compared to $513.6 million or 10.9% of sales in the prior year. Spending to support strategic initiatives was maintained and certain employee-related costs were reinstated throughout the year. Despite this, overall expenses as a percent of sales remained relatively constant. The Company will continue to target aggressive WOW savings as well as savings in the second half of 2011 from the early retirement and realignment actions.

•

Operating income was $209.8 million or 4.3% of sales in 2010 compared to $187.6 million or 4.0% of sales in the prior year. Excluding the non-operating items noted above, 2010 adjusted operating income was $198.2 million or 4.1% versus $177.0 million or 3.8% in 2009.

•

Operating cash flows for 2010 were $114.8 million versus $239.4 million in 2009. In 2010, inventory investments were made to support sales growth, while the prior-year's cash flow was higher due to a significant reduction in inventory. Cash flow used in investing activities was $42.7 million compared to the prior-year amount of $14.8 million. Included in the current year amount was $15.5 million related to an investment and an acquisition. Capital spending ended 2010 at $27.3 million versus $14.9 million in 2009.

•

During 2010, the Company repurchased 2.0 million shares of common stock for $113.2 million under its publicly-announced share repurchase programs. On October 25, 2010, the Company announced that its Board of Directors authorized the purchase of an additional $100.0 million of the Company's common stock. As of February 16, 2011, the Company had approximately $78.2 million remaining of its existing share repurchase authorizations from the Board of Directors.

•

During the first quarter of 2010, the Company completed the acquisition of all of the capital stock of MBS Dev, Inc. ("MBS Dev"), a software solutions provider to business products resellers, which allows the Company to accelerate e-business development and enable customers and suppliers to leverage the internet. The purchase price included $12 million plus $3 million in deferred payments and an additional potential $3 million earn-out based upon the achievement of certain financial goals. The $3 million in deferred payments are to be paid to the former owners over the course of the next four years, the timing of which is based upon the achievement of certain financial goals. As a result of the acquisition, the Company recorded $14.2 million of goodwill, $3.7 million in intangible assets, and $4.3 million of liabilities, at fair value, to be paid for the deferred payments and the earn-out. At year end 2010, in accordance with accounting guidelines, the Company revalued the earn-out liabilities to $5.1 million based on the fair value of

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each earn-out as of that date and recorded a non-cash, pre-tax charge of $0.8 million in Other Expense, net. Net of cash held by MBS Dev at closing, the initial cash outlay was $10.5 million. In addition, during the second quarter of 2010, the Company invested $5 million to acquire a minority interest in the capital stock of a managed print services and technology solution business.

•

The Company announced two senior management changes during the year. First, Mr. Richard W. Gochnauer will resign from the position of Chief Executive Officer at the Company's annual shareholders' meeting in May 2011. Subsequent to this, Mr. P. Cody Phipps will become Chief Executive Officer of the Company. Mr. Phipps was named President and Chief Operating Officer of the Company in September 2010, and has contributed significantly to United Stationers' success during his seven years with the Company. In addition, Ms. Victoria J. Reich has decided to leave the Company for personal reasons by the end of 2011. Ms. Reich will remain in her role as Senior Vice President and Chief Financial Officer, participate in the identification and recruitment of her successor and provide continued support until the transition is complete.

Critical Accounting Policies, Judgments and Estimates

The Company's significant accounting policies are more fully described in Note 2 of the Consolidated Financial Statements. As described in Note 2, the preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results may differ from those estimates. The Company believes that such differences would have to vary significantly from historical trends to have a material impact on the Company's financial results.

The Company's critical accounting policies are most significant to the Company's financial condition and results of operations and require especially difficult, subjective or complex judgments or estimates by management. In most cases, critical accounting policies require management to make estimates on matters that are uncertain at the time the estimate is made. The basis for the estimates is historical experience, terms of existing contracts, observance of industry trends, information provided by customers or vendors, and information available from other outside sources, as appropriate. These critical accounting policies include the following:

Supplier Allowances

Supplier allowances (fixed and variable) are common practice in the business products industry and have a significant impact on the Company's overall gross margin. Gross margin is determined by, among other items, file margin (determined by reference to invoiced price), as reduced by estimated customer discounts and rebates as discussed below, and increased by estimated supplier allowances and promotional incentives. These allowances and incentives are estimated on an ongoing basis and the potential variation between the actual amount of these margin contribution elements and the Company's estimates of them could be material to its financial results. Reported results include management's current estimate of such allowances and incentives.

In 2010, approximately 18% of the Company's estimated annual supplier allowances and incentives were fixed, which were earned based primarily on supplier participation in specific Company advertising and marketing publications. Fixed allowances and incentives are taken to income through lower cost of goods sold as inventory is sold.

The remaining 82% of the Company's estimated supplier allowances and incentives in 2010 were variable, based solely on the volume and mix of the Company's product purchases from suppliers. These variable allowances are recorded based on the Company's annual inventory purchase volumes

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and product mix and are included in the Company's Consolidated Financial Statements as a reduction to cost of goods sold, thereby reflecting the net inventory purchase cost. Supplier allowances and incentives attributable to unsold inventory are carried as a component of net inventory cost. The potential amount of variable supplier allowances often differs based on purchase volumes by supplier and product category. As a result, changes in the Company's sales volume (which can increase or reduce inventory purchase requirements) and changes in product sales mix (especially because higher-margin products often benefit from higher supplier allowance rates) can create fluctuations in variable supplier allowances.

Customer Rebates

Customer rebates and discounts are common in the business products industry and have a significant impact on the Company's overall sales and gross margin. Such rebates are reported in the Consolidated Financial Statements as a reduction of sales.

Customer rebates include volume rebates, sales growth incentives, advertising allowances, participation in promotions and other miscellaneous discount programs. These rebates are paid to customers monthly, quarterly and/or annually. Volume rebates and growth incentives are based on the Company's annual sales volumes to its customers. The aggregate amount of customer rebates depends on product sales mix and customer mix changes.

Revenue Recognition

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

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

Additional revenue is generated from the sale of software licenses, delivery of subscription services (including the right to use and software maintenance services), and professional services. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fees are fixed and determinable, and collection is considered probable. If collection is not considered probable, the Company recognizes revenue when the fees are collected. If fees are not fixed and determinable, the Company recognizes revenues when the fees become due from the customer.

Accounts Receivable

In the normal course of business, the Company extends credit to customers that satisfy pre-defined credit criteria. Accounts receivable, as shown on the Consolidated Balance Sheets, include such trade accounts receivable and are net of allowances for doubtful accounts and anticipated discounts. To determine an estimate for an allowance for doubtful accounts, the Company makes judgments as to the collectability of accounts receivable based on historical trends and future expectations. This allowance adjusts gross trade accounts receivable downward to its estimated collectible or net realizable value. To determine the appropriate allowance for doubtful accounts, management undertakes a two-step process. First, management reviews specific customer accounts receivable balances and specific customer circumstances to determine whether a further allowance is necessary. As part of this specific-customer analysis, management considers items such as account agings, bankruptcy filings, litigation,

21

government investigations, historical charge-off patterns, accounts receivable concentrations and the current level of receivables compared with historical customer account balances. Second, a set of general allowance percentages are applied to accounts receivable generated as a result of sales. These percentages are based on historical trends for non-specific customer write-offs. Periodically, management reviews these allowance percentages, adjusting for current information and trends.

The primary risks in the methodology used to estimate the allowance for doubtful accounts are its dependence on historical information to predict the collectability of accounts receivable and timeliness of current financial information from customers. To the extent actual collections of accounts receivable differ from historical trends, the allowance for doubtful accounts and related expense for the current period may be overstated or understated.

Goodwill and Intangible Assets

Goodwill is initially recorded based on the premium paid for acquisitions and is subsequently tested for impairment. The Company tests goodwill for impairment annually and whenever events or circumstances indicate that an impairment may have occurred, such as a significant adverse change in the business climate, loss of key personnel or a decision to sell or dispose of a reporting unit. Determining whether an impairment has occurred requires valuation of the respective reporting unit, which the Company estimates using a discounted cash flow method. When available and as appropriate, comparative market multiples are used to corroborate discounted cash flow results. If this analysis indicates goodwill is impaired, an impairment charge would be taken based on the amount of goodwill recorded versus the implied fair value of goodwill computed by independent appraisals. At our annual impairment test date of December 31, 2010, the Company's reporting units are not at risk of failing the first step of the goodwill impairment test prescribed by related accounting guidance.

Intangible assets are initially recorded at their fair market values determined on quoted market prices in active markets, if available, or recognized valuation models. Intangible assets that have finite useful lives are amortized on a straight-line basis over their useful lives. Intangible assets that have indefinite useful lives are not amortized but are tested at least annually for impairment or whenever events or circumstances indicate an impairment may have occurred. See Note 4 to the Consolidated Financial Statements.

Insured Loss Liability Estimates

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

Inventories

Inventory constituting approximately 79% of total inventory as of December 31, 2010 and 2009, has been valued under the last-in, first-out ("LIFO") accounting method. LIFO results in a better matching of costs and revenues. The remaining inventory is valued under the first-in, first-out ("FIFO") accounting method. Inventory valued under the FIFO and LIFO accounting methods is recorded at the lower of cost or market. If the Company had valued its entire inventory under the lower of FIFO cost or market, inventory would have been $84.7 million and $80.9 million higher than reported as of December 31, 2010 and December 31, 2009, respectively. The change in the LIFO reserve since December 31, 2009, resulted in a $3.8 million increase in cost of sales.

22

The Company also records adjustments to inventory for shrinkage. Inventory that is obsolete, damaged, defective or slow moving is recorded at the lower of cost or market. These adjustments are determined using historical trends and are adjusted, if necessary, as new information becomes available. The Company charges certain warehousing and administrative expenses to inventory each period with $29.8 million and $25.3 million remaining in inventory as of December 31, 2010 and December 31, 2009, respectively.

Derivative Financial Instruments

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

All derivatives are recognized on the balance sheet date at their fair value. All derivatives in a net receivable position are included in "Other assets", and those in a net liability position are included in "Other long-term liabilities". The interest rate swaps that the Company has entered into are classified as cash flow hedges in accordance with accounting guidance on derivative instruments and hedging activities as they are hedging a forecasted transaction or the variability of cash flow to be paid by the Company. Changes in the fair value of a derivative that is qualified, designated and highly effective as a cash flow hedge are recorded in other comprehensive income, net of tax, until earnings are affected by the forecasted transaction or the variability of cash flow, and then are reported in current earnings.

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

The Company formally assesses, at both the hedge's inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting changes in cash flow of hedged items. When it is determined that a derivative is not highly effective as a hedge then hedge accounting is discontinued prospectively in accordance with accounting guidance on derivative instruments and hedging activities. At this time, this has not occurred as all cash flow hedges contain no ineffectiveness. See Note 20, "Derivative Financial Instruments", for further detail.

Income Taxes

The Company accounts for income taxes in accordance with accounting guidance on income taxes. The Company estimates actual current tax expense and assesses temporary differences that exist due to differing treatments of items for tax and financial statement purposes. These temporary differences result in the recognition of deferred tax assets and liabilities.

The current and deferred tax balances and income tax expense recognized by the Company are based on management's interpretation of the tax laws of multiple jurisdictions. Income tax expense also reflects the Company's best estimates and assumptions regarding, among other things, the level of future taxable income, interpretation of tax laws, and tax planning. Future changes in tax laws, changes in projected levels of taxable income, and tax planning could impact the effective tax rate and current and deferred tax balances recorded by the Company. Management's estimates as of the date of the Consolidated Financial Statements reflect its best judgment giving consideration to all currently available facts and circumstances. As such, these estimates may require adjustment in the future, as additional facts become known or as circumstances change. Further, in accordance with the accounting guidance on income taxes, the tax effects from uncertain tax positions are recognized in the

23

Consolidated Financial Statements, only if it is more likely than not that the position will be sustained upon examination, based on the technical merits of the position. The Company also accounts for interest and penalties related to uncertain tax positions as a component of income tax expense.

Pension and Postretirement Health Benefits

For the year ending December 31, 2009, the rate of compensation increase was 3.75% prior to March 1, 2009. At that time, the Company froze pension service benefits for employees not covered by collective bargaining agreements. To select the appropriate actuarial assumptions, management relied on current market conditions, historical information and consultation with and input from the Company's outside actuaries. The expected long-term rate of return on plan assets assumption is based on historical returns and the future expectation of returns for each asset category, as well as the target asset allocation of the asset portfolio. There was no rate of compensation increase in 2010.

The following tables summarize the Company's actuarial assumptions for discount rates, expected long-term rates of return on plan assets, and rates of increase in compensation and healthcare costs for the years ended December 31, 2010, 2009 and 2008:

	2010			2009			2008
Pension plan assumptions:
Assumed discount rate		5.75	%		6.25	%		6.25	%
Rate of compensation increase		—			3.75	%		3.75	%
Expected long-term rate of return on plan assets		7.75	%		8.25	%		8.25	%
Postretirement health benefits assumptions:
Assumed average healthcare cost trend		3.00	%		3.00	%		3.00	%
Assumed discount rate		5.75	%		6.25	%		6.25	%

On April 15, 2010, the Company notified the participants that it would terminate its post-retirement health care benefit plan ("Retiree Medical Plan") effective December 31, 2010. The termination eliminated any future obligation of the Company to provide cost sharing benefits to current or future retirees. During the twelve month period ended December 31, 2010, the company recorded a reduction of operating expense (pre-tax) of $8.8 million for the reversal of actuarially-based liabilities resulting from the termination of the Retiree Medical Plan. Costs associated with the Company's Retiree Medical Plan were $0.1 million for each of the years ended 2009 and 2008.

Calculating the Company's obligations and expenses related to its pension and Retiree Medical Plan requires using certain actuarial assumptions. As more fully discussed in Notes 12 and 13 to the Consolidated Financial Statements included in Item 8 of this Annual Report, these actuarial assumptions include discount rates, expected long-term rates of return on plan assets, and rates of increase in compensation and healthcare costs. To select the appropriate actuarial assumptions, management relies on current market trends and historical information. The expected long-term rate of return on plan assets assumption is based on historical returns and the future expectation of returns for each asset category, as well as the target asset allocation of the asset portfolio. Pension expense for 2010 was $2.5 million, compared to $6.3 million in 2009 and $5.6 million in 2008. A one percentage point decrease in the assumed discount rate would have resulted in an increase in pension expense for 2010 of approximately $1.8 million and increased the year-end projected benefit obligation by $21.0 million.

24

Results for the Years Ended December 31, 2010, 2009 and 2008

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

		Years Ended December 31,
		2010			2009			2008
Net sales			100.00	%		100.00	%		100.00	%
Cost of goods sold			84.88			85.34			85.15
Gross margin			15.12			14.66			14.85
Operating expenses:
	Warehousing, marketing and administrative expenses		10.78			10.68			10.99
Operating income			4.34			3.98			3.86
Interest expense, net			0.54			0.58			0.55
Other expense, net			0.01			0.00			0.16
Income from continuing operations before income taxes			3.79			3.40			3.15
Income tax expense			1.46			1.26			1.18
Net income			2.33	%		2.14	%		1.97	%

The above table includes all items that are separately itemized in the tables below for 2010 and 2009. Operating expenses for 2008 included a $5.1 million gain on the sale of distribution centers, $4.7 million gain on sale of former corporate headquarters, and $6.7 million asset impairment charge.

25

Adjusted Operating Income and Diluted Earnings Per Share

The following table presents Adjusted Operating Income, Net Income and Diluted Earnings Per Share for the years ended December 31, 2010 and 2009 (in millions, except share data). The table shows Adjusted Operating Income, Net Income and Diluted Earnings per Share excluding the effects of the vacation pay policy change in 2010, early retirement/workforce realignment in 2010, Retiree Medical Plan termination in 2010, negotiated settlement with a service supplier in 2009, and the first quarter severance charges in 2009 (see "Comparison of Results for the Years Ended December 31, 2010 and 2009" below for more detail). Generally Accepted Accounting Principles require that the effects of these items be included in the Consolidated Statements of Income. The Company believes that excluding these items is an appropriate comparison of its ongoing operating results to last year and that it is helpful to provide readers of its financial statements with a reconciliation of these items to its Consolidated Statements of Income reported in accordance with Generally Accepted Accounting Principles.

		For the Years Ended December 31,
		2010						2009
		Amount			% to Net Sales			Amount			% to Net Sales
Sales		$	4,832.2			100.00	%	$	4,710.3			100.00	%
Gross profit		$	730.6			15.12	%	$	690.6			14.66	%
Operating expenses		$	520.8			10.78	%	$	503.0			10.68	%
	Vacation pay policy change		11.9			0.25	%		—			—
	Early retirement/workforce realignment		(9.1	)		(0.19	)%		—			—
	Retiree medical plan termination		8.8			0.18	%		—			—
	Negotiated settlement with a service supplier		—			—			14.0			0.30	%
	Severance charge		—			—			(3.4	)		(0.08	)%
Adjusted operating expenses		$	532.4			11.02	%	$	513.6			10.90	%
Operating income		$	209.8			4.34	%	$	187.6			3.98	%
	Operating expense items noted above		(11.6	)		(0.24	)%		(10.6	)		(0.22	)%
Adjusted operating income		$	198.2			4.10	%	$	177.0			3.76	%
Net Income		$	112.8					$	101.0
	Operating expense items noted above		(7.2	)					(6.7	)
Adjusted net income		$	105.6					$	94.3
Net income per share—diluted		$	4.67					$	4.19
	Per share operating expense items noted above		(0.30	)					(0.28	)
Adjusted net income per share—diluted		$	4.37					$	3.91
Adjusted net income per diluted share—growth rate over the prior year period			12%
Weighted average number of common shares—diluted			24,143						24,096

26

Comparison of Results for the Years Ended December 31, 2010 and 2009

Net Sales.    Net sales for the year ended December 31, 2010 were approximately $4.8 billion, up 2.6%, compared with $4.7 billion in 2009. The following table shows net sales by product category for 2010 and 2009 (in millions):

	Years Ended December 31,
	2010		2009(1)
Technology products	$	1,666.4	$	1,633.2
Traditional office products (including cut-sheet paper)		1,333.6		1,283.4
Janitorial and breakroom supplies		1,106.5		1,117.7
Office furniture		345.6		355.6
Industrial supplies		282.3		229.8
Freight revenue		83.8		80.3
Other		14.0		10.3
Total net sales	$	4,832.2	$	4,710.3

(1)

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

Sales in the technology products category increased 2.0% in 2010 compared to 2009. This category continues to represent the largest percentage of the Company's consolidated net sales in 2010 accounting for about 35%. Printer imaging growth and double-digit growth in hardware contributed to this sales increase. Overall, gains from growth strategies were partially offset by timing shifts and the Company's decision to exit low-margin business. Technology sales continue to be driven through targeted marketing programs, growth in private brands, expansion of product portfolio, and managed print services.

Sales of traditional office products in 2010 rose 3.9% versus 2009. Traditional office supplies represented approximately 28% of the Company's consolidated net sales for 2010. Cut sheet paper and traditional office products both grew reflecting gains from the Company's strategic growth initiatives including business garnered through supply chain efficiency work with various buying groups and suppliers. These efforts more than offset generally slow market conditions throughout the year.

Sales of janitorial and breakroom supplies declined 1.0% in 2010 as compared to 2009. This category accounted for nearly 23% of the Company's 2010 consolidated net sales. Slowing sales due to lower flu-related product sales and the shift of some volume direct to the manufacturer were partially offset by growth initiatives.

Office furniture sales in 2010 were down 2.8% compared to 2009. Office furniture accounted for approximately 7% of the Company's 2010 consolidated net sales. This category, which typically has higher margins, has been slowly recovering from the recession as consumers put off high dollar discretionary purchases of furniture. Current year growth trends are favorable to the declines seen in 2009 as investments to serve the contract furniture dealer channel are starting to show progress.

Sales of industrial supplies increased 22.8%, reflecting a more favorable economic environment with improvement in the manufacturing sector, continued growth from investments, and strong execution of sales initiatives. This category accounted for 6% of the Company's net sales in 2009.

The remainder of the Company's consolidated net sales came from freight, advertising and software related revenue.

27

Gross Profit and Gross Margin Rate.    Gross profit for 2010 was $730.6 million, compared to $690.6 million in 2009. Gross profit as a percentage of net sales (the gross margin rate) for 2010 was 15.1%, as compared to 14.7% for 2009. The 2010 gross margin rate improved approximately 60 basis points (bps) as a percent of sales due to increased supplier allowances resulting from the achievement of higher rebate rates through volume growth and supplier program enhancements. The Company also leveraged occupancy margin costs which improved 10 bps as sales rose and renegotiated leases brought overall costs down. These items were partially offset by competitive pricing pressures combined with a product mix shift (10 bps) and lower product cost inflation (15 bps). Gross margin also benefited from WOW savings which helped to offset increasing fuel costs.

Operating Expenses.    Operating expenses in 2010 were $520.8 million or 10.8% as a percent of sales for the year compared to $503.0 million or 10.7% in 2009. Excluding the non-operating items previously mentioned, adjusted operating expenses were $532.4 million or 11.0% of sales in 2010 compared to $513.6 million or 10.9% of sales in the prior year. The reinstatement of certain employee-related costs throughout the year added approximately 50 bps to the operating expense ratio. Spending to support strategic initiatives was also maintained which raised employee related costs and headcount. Despite these cost restorations and investments in the business, overall expenses as a percent of sales remained relatively constant. This is due to several factors. First, lower depreciation costs of 10 bps resulted from lower capital spending in the past several years. In addition, bad debt costs declined by 10 bps as the credit environment appeared to be slowly improving and bad debt as a percent of sales returned to more typical, historic levels for the Company. Lastly, rising inventory levels contributed approximately 20 bps improvement in operating expenses as the amount of inventory capitalized was higher than in the prior year. WOW savings also helped to offset the higher variable compensation and spending on growth initiatives.

Interest Expense, net.    Net interest expense for 2010 was $26.0 million, compared with $27.3 million in 2009. Interest expense declined slightly as average outstanding debt declined slightly from 2009.

Other Expense, net.    Other Expense for 2010 was $0.8 million, compared with $0.2 million in 2009. Net Other Expense for 2010 reflected an accounting charge to bring prior acquisition earn-out liabilities to fair value. Net Other Expense for 2009 reflected costs associated with the sale of certain trade accounts receivable through the Company's Prior Receivables Securitization Program. The Prior Receivables Securitization Program was terminated in the first quarter of 2009. This program was replaced with the Current Receivables Securitization Program which qualifies for on-balance sheet treatment meaning that all borrowing costs from the 2009 Receivables Securitization Program are included in Interest Expense, net. There have been no borrowings under the 2009 Receivables Securitization Program because of significantly reduced funding requirements resulting from strong operating cash flow.

Income Taxes.    Income tax expense was $70.2 million in 2010, compared with $59.1 million in 2009. The Company's effective tax rate was 38.4% in 2010, compared to 36.9% in 2009. This effective tax rate increase relates to higher income tax contingencies and the mix of income between jurisdictions and legal entities.

Net Income.    Net income for 2010 was $112.8 million and diluted earnings per share were $4.67 compared to 2009 net income of $101.0 million and diluted earnings per share of $4.19. Included in the 2010 results are a favorable $11.9 million (non-cash/pre-tax) adjustment to reverse vacation pay liabilities, a charge of $9.1 million (pre-tax) related to an early retirement/workforce realignment program, and an $8.8 million (non-cash/pre-tax) liability reversal for the termination of the Retiree Medical Plan. Excluding these non-operating items, adjusted net income for 2010 was $105.6 million and adjusted diluted earnings per share were $4.37. Included in the 2009 results were a $14.0 million favorable negotiated settlement with a service supplier and a $3.4 million pre-tax severance charge. Excluding these non-operating items, 2009 adjusted net income was $94.3 million and adjusted diluted earnings

28

per share were $3.91. Record adjusted diluted earnings per share in 2010 of $4.37 were up 12% versus the adjusted 2009 amount.

Comparison of Results for the Years Ended December 31, 2009 and 2008

Net Sales.    Net sales for the year ended December 31, 2009 were approximately $4.7 billion, down 5.2%, on a workday adjusted basis, compared with $5.0 billion in 2008. The following table shows net sales by product category for 2009 and 2008 (in millions):

	Years Ended December 31,
	2009(1)		2008(1)
Technology products	$	1,633.2	$	1,682.6
Traditional office products (including cut-sheet paper)		1,283.4		1,346.5
Janitorial and breakroom supplies		1,117.7		1,053.4
Office furniture		355.6		504.0
Industrial supplies		229.8		300.9
Freight revenue		80.3		90.9
Other		10.3		8.6
Total net sales	$	4,710.3	$	4,986.9

(1)

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

Sales in the technology products category declined 2.6%, after adjusting for one less selling day, in 2009 compared to 2008. This category continues to represent the largest percentage of the Company's consolidated net sales and accounted for approximately 35% for 2009. Discretionary products in this category experienced a year-over-year decline while consumables were relatively flat to the prior year. Increased penetration and sales of the Company's Innovera private brand products, mainly in imaging and supplies, helped limit the overall decline in this category versus the prior year.

Sales of traditional office products in 2009 fell 4.3% per selling day versus 2008. Traditional office supplies represented approximately 27% of the Company's consolidated net sales for 2009. While the decline can be attributed to reduced sales of durable products, there was 4.4% growth within this category in cut-sheet paper sales, which typically earn a lower margin than other traditional office products sales.

Sales growth in the janitorial and breakroom supplies category remained strong, rising 6.5% in 2009, adjusted for one less sales day, as compared to 2008. This category accounted for nearly 24% of the Company's 2009 consolidated net sales. This growth can be attributed to management's focus on cross-selling and channel development activities, sales to a new major paper and janitorial buying group, and sales of flu-related products.

Office furniture sales in 2009 were down 29.2%, after adjusting for selling days, compared to 2008. Office furniture accounted for approximately 8% of the Company's 2009 consolidated net sales. This category, which typically has higher margins, has been negatively impacted by the recession as consumers put off high dollar discretionary purchases of furniture.

Sales of industrial supplies declined 23.3% per selling day, reflecting the overall decline in the United States manufacturing, pipeline, and commercial construction activity, combined with continued de-stocking in the distributor channel. This category accounted for 5% of the Company's net sales in 2009.

29

The remainder of the Company's consolidated net sales came from freight and advertising revenue.

Gross Profit and Gross Margin Rate.    Gross profit for 2009 was $690.6 million, compared to $740.7 million in 2008. Gross profit as a percentage of net sales (the gross margin rate) for 2009 was 14.7%, as compared to 14.9% for 2008. The 2009 gross margin rate declined 20 basis points (bps) from 2008 due to: a less favorable sales product mix as consumers moved to more value driven and consumable commodities, reducing pricing margin by 20 bps; a 75 bps decline from lower product cost inflation during 2009 and reduced purchasing activity throughout the year, which spurred a 15 bps decline in supplier allowances and purchase discounts. Partially offsetting these declines were a 60 bps favorable LIFO change related to reduced inflation, inventory mix and inventory decrements and a 30 bps improvement in freight related components, driven by cost containment initiatives and lower fuel costs.

Operating Expenses.    Operating expenses were $503.0 million or 10.7% as a percent of sales for the year compared to $548.2 million or 11.0% in 2008. Included in 2009 operating expenses are a $14.0 million gain related to a negotiated settlement with a service supplier and a $3.4 million severance charge. Operating expenses in 2008 include a $9.8 million gain on the sale of three buildings and a $6.7 million asset impairment charge. Excluding these items operating expenses declined 7% and were 10.9% of sales versus 11.1% in the prior year. The decline is due to: reduced salaries and wages as a percent of sales of 5 bps resulting from lower headcount and a temporary wage reduction during the year; lower bad debt costs of 7 bps as the economy began to stabilize and a 25 bps reduction in discretionary expenses, resulting from management efforts to control costs. These improvements were partially offset by increased healthcare costs of 10 bps and 5 bps of expenses related to the Company's continued execution of its plan to expand ORS Nasco's presence to 18 key markets by leveraging existing company distribution centers.

Interest Expense, net.    Net interest expense for 2009 was $27.3 million, compared with $27.5 million in 2008. Interest expense remained relatively flat as borrowings under the Company's Prior Receivables Securitization Program were replaced with debt borrowings which kept the average overall debt levels for 2009 relatively flat for the year versus 2008.

Other Expense, net.    Other Expense for 2009 was $0.2 million, compared with $8.1 million in 2008. Net Other Expense for 2009 and 2008 primarily reflected costs associated with the sale of certain trade accounts receivable through the Company's Prior Receivables Securitization Program. The 2009 decline was due to the termination of the Prior Receivables Securitization Program in the first quarter of 2009. This program was replaced with the 2009 Receivables Securitization Program which qualifies for on-balance sheet treatment meaning that all borrowing costs from the 2009 Receivables Securitization Program are included in Interest Expense, net. There have been no borrowings under the 2009 Receivables Securitization Program because of significantly reduced funding requirements resulting from strong operating cash flow.

Income Taxes.    Income tax expense was $59.1 million in 2009, compared with $58.4 million in 2008. The Company's effective tax rate was 36.9% in 2009, compared to 37.3% in 2008.

Net Income.    Net income for 2009 totaled $101.0 million, or $4.19 per diluted share, compared with net income of $98.4 million, or $4.13 per diluted share for 2008. Adjusting for the impact of the negotiated settlement with a service provider and first quarter 2009 severance charge, 2009 adjusted diluted earnings per share were $3.91. Adjusted 2008 earnings per diluted share were $4.05 after excluding the $9.8 million gain on the sale of two distribution centers and the Company's former corporate headquarters and a pre-tax asset impairment charge of $6.7 million related to capitalized software development costs.

30

Liquidity and Capital Resources

General

USI is a holding company and, as a result, its primary sources of funds are cash generated from the operating activities of its operating subsidiary, USSC, including the sale of certain accounts receivable, and cash from borrowings by USSC. Restrictive covenants in USSC's debt agreements restrict USSC's ability to pay cash dividends and make other distributions to USI. In addition, the right of USI to participate in any distribution of earnings or assets of USSC is subject to the prior claims of the creditors, including trade creditors, of USSC.

The Company's outstanding debt under GAAP, together with funds generated from the sale of accounts receivable under the Company's Current Receivables Securitization Program (as defined below), consisted of the following amounts (in thousands):

	As of December 31, 2010			As of December 31, 2009
2007 Credit Agreement—Revolving Credit Facility	$	100,000		$	100,000
2007 Credit Agreement—Term Loan		200,000			200,000
2007 Master Note Purchase Agreement		135,000			135,000
Industrial development bond, at market-based interest rates, maturing in 2011		6,800			6,800
Debt under GAAP		441,800			441,800
Stockholders' equity		759,598			706,713
Total capitalization	$	1,201,398		$	1,148,513
Debt-to-total capitalization ratio		36.8	%		38.5	%

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Operating cash requirements and capital expenditures are funded from operating cash flow and available financing. Financing available from debt and the sale of accounts receivable as of December 31, 2010, is summarized below (in millions):

Availability
Maximum financing available under:
2007 Credit Agreement—Revolving Credit Facility		$	425.0
2007 Credit Agreement—Term Loan			200.0
2007 Master Note Purchase Agreement			135.0
2009 Receivables Securitization Program(1)			100.0
Industrial Development Bond			6.8
	Maximum financing available			$	866.8
Amounts utilized:
2007 Credit Agreement—Revolving Credit Facility			100.0
2007 Credit Agreement—Term Loan			200.0
2007 Master Note Purchase Agreement			135.0
Receivables Securitization Program			—
Outstanding letters of credit			18.6
Industrial Development Bond			6.8
	Total financing utilized				460.4
	Available financing, before restrictions				406.4
Restrictive covenant limitation					57.6
	Available financing as of December 31, 2010			$	348.8

(1)

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

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

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

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Disclosures About Contractual Obligations

The following table aggregates all contractual obligations that affect financial condition and liquidity as of December 31, 2010 (in thousands):

		Payment due by period
Contractual obligations		2011		2012 & 2013		2014 & 2015		Thereafter		Total
Debt		$	6,800	$	300,000	$	135,000	$	—	$	441,800
Fixed interest payments on long-term debt(1)			19,427		13,821		—		—		33,248
Operating leases			49,973		88,249		58,286		56,909		253,417
Purchase obligations			1,063		701		202		—		1,966
	Total contractual cash obligations	$	77,263	$	402,771	$	193,488	$	56,909	$	730,431

(1)

The Company has entered into several interest rate swap transactions on a portion of its long-term debt. The fixed interest payments noted in the table are based on the notional amounts and fixed rates inherent in the swap transactions and related debt instruments. For more detail see Note 20, "Derivative Financial Instruments", in the Notes to the Consolidated Financial Statements. In addition, as of December 31, 2010 and 2009 the Company has $6.8 million of outstanding debt that is based on variable market rates not subject to the Company's interest rate swap transactions. The projected interest payments on this portion of the Company's outstanding debt are not included in this table. See Note 9, "Long-Term Debt" for further detail.

At December 31, 2010, the Company had a liability for unrecognized tax benefits of $4.5 million as discussed in Note 15, "Income Taxes", and an accrual for the related interest, that are excluded from the Contractual Obligations table. Due to the uncertainties related to these tax matters, the Company is unable to make a reasonably reliable estimate when cash settlement with a taxing authority may occur.

Credit Agreement and Other Debt

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

•

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.

Pursuant to the Receivables Sale Agreement, USSC sells to USFS, on an on-going basis, all the customer accounts receivable and related rights originated by USSC. Pursuant to the Receivables Purchase Agreement, USFS sells to USR, on an on-going basis, all the accounts receivable and related rights purchased from USSC, as well as the accounts receivable and related rights USFS acquired from its then subsidiary USS Receivables Company, Ltd. ("USSRC"), upon the termination of the Prior Program. Pursuant to the Transfer and Administration Agreement, USR then sells the receivables and related rights to Bank of America, as agent on behalf of the Investors. The maximum investment to USR at any one time outstanding under the Current Program cannot exceed $100 million. USFS retains

33

servicing responsibility over the receivables. USR is a wholly-owned, bankruptcy remote special purpose subsidiary of USFS. The assets of USR are not available to satisfy the creditors of any other person, including USFS, USSC or USI, until all amounts outstanding under the facility are repaid and the Current Program has been terminated. The maturity date of the Current Program is November 23, 2013, subject to the extension of the commitments of the Investors under the Current Program, which expire on January 20, 2012.

The receivables sold to Bank of America will remain on USI's Condensed Consolidated Balance Sheet, and amounts advanced to USR by Bank of America or any successor Investor will be recorded as debt on USI's Condensed Consolidated Balance Sheet. The cost of such debt will be recorded as interest expense on USI's income statement. As of December 31, 2010 and 2009, $405.5 million and $445.3 million, respectively, of receivables had been sold to the agent. However, no amounts had been borrowed by USR as of those periods ending December 31, 2010 and 2009.

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

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

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

On December 20, 2007, USSC entered into an interest rate swap transaction (the "December 2007 Swap Transaction") with Key Bank National Association as the counterparty. USSC entered into the December 2007 Swap Transaction to mitigate USSC's floating rate risk on an aggregate of $200 million of LIBOR based interest rate risk. Under the terms of the December 2007 Swap Transaction, USSC is required to make quarterly fixed rate payments to the counterparty calculated based on a notional

34

amount of $200 million at a fixed rate of 4.075%, while the counterparty is obligated to make quarterly floating rate payments to USSC based on the three-month LIBOR on the same referenced notional amount. The December 2007 Swap Transaction has an effective date of December 21, 2007 and a termination date of June 21, 2012.

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

The Company had outstanding letters of credit under the 2007 Credit Agreement of $18.6 million and $17.9 million as of December 31, 2010 and December 31, 2009, respectively.

At December 31, 2010 and 2009 funding levels (including amounts sold under the Current Receivables Securitization Program), a 50 basis point movement in interest rates would not result in a material increase or decrease in annualized interest expense on a pre-tax basis, nor upon cash flows from operations.

As of December 31, 2010 and 2009, the Company had an industrial development bond outstanding with a balance of $6.8 million. This bond is scheduled to mature in December 2011 and carries market-based interest rates.

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

Cash Flows

Cash flows for the Company for the years ended December 31, 2010, 2009 and 2008 are summarized below (in thousands):

	Years Ended December 31,
	2010			2009			2008
Net cash provided by (used in) operating activities	$	114,823		$	239,395		$	(129,305	)
Net cash used in investing activities		(42,745	)		(14,829	)		(28,366	)
Net cash (used in) provided by financing activities		(69,355	)		(216,667	)		146,430

Cash Flows From Operations

Net cash provided by operating activities for the year ended December 31, 2010 totaled $114.8 million, compared with net cash provided by operating activities of $239.4 million in 2009. In 2010, inventory investments were made to support sales growth, while the prior-year's cash flow was higher due to a significant reduction in inventory. These inventory reductions accounted for a cash inflow of approximately $89.8 million in 2009, while the 2010 re-investments led to cash outflows of $92.1 million. This reduction in 2010 operating cash flows versus 2009 was partially offset by an $11.8 million increase in net income and improved receivables collections leading to a cash inflow of $13.9 million in 2010 versus a $31.2 million reduction in 2009 (net $45.1 million favorable change).

Net cash provided by operating activities for the year ended December 31, 2009 totaled $239.4 million, compared with net cash used in operating activities of $129.3 million in 2008. After excluding the impacts of accounts receivable sold under the Receivables Securitization Program (see table below), cash flows provided by operating activities were $262.4 million for 2009 compared to adjusted cash flows provided

35

by operating activities of $95.7 million for 2008. Adjusted operating cash flows for 2009 were favorably impacted by a return of accounts payable balances to more typical levels, as a percentage of inventories, at December 31, 2009. Payables were at $390.9 million at December 31, 2009 up from $341.1 million at December 31, 2008 due to the timing of inventory purchases and investment buys. Favorability was also seen with inventories declining $89.6 million to $590.9 million at December 31, 2009 from $680.5 million at December 31, 2008. These two items combined accounted for approximately $139.4 million of the increase in adjusted operating cash flows compared to 2008.

Internally, the Company views accounts receivable sold through its Prior Receivables Securitization Program (the "Prior Program") and the 2009 Receivables Securitization Program (the "2009 Program"), or collectively, the "Programs", to be a financing mechanism based on the following considerations and reasons:

•

During the first quarter of 2009, the company entered into the 2009 Program that was structured to maintain the related accounts receivable and debt on its balance sheet, with costs of the 2009 Program now included within "Interest Expense, net". In contrast, the Prior Program was structured for off-balance sheet treatment with costs included in "Other Expense, net";

•

The Prior Program historically was the Company's preferred source of floating rate financing, primarily because it had generally carried a lower cost than other traditional borrowings;

•

The Programs' characteristics are similar to those of traditional debt, including being securitized, having an interest component and being viewed as traditional debt by the Programs' financial providers in determining capacity to support and service debt;

•

The terms of the Programs are structured similarly to those in many revolving credit facilities, including provisions addressing maximum commitments, costs of borrowing, financial covenants and events of default;

•

As with debt, the Company elects, in accordance with the terms of the Programs, how much is funded through the Programs at any given time;

•

Provisions of the 2007 Credit Agreement and the 2007 Note Purchase Agreement aggregate true debt (including borrowings under the Credit Facility) together with the balance of accounts receivable sold under the Programs into the concept of "Consolidated Funded Indebtedness." This effectively treats the Programs as debt for purposes of requirements and covenants under those agreements; and

•

For purposes of managing working capital requirements, the Company evaluates working capital before any sale of accounts receivables sold through the Programs to assess accounts receivable requirements and performance, on measures such as days outstanding and working capital efficiency.

36

Net cash provided by operating activities excluding the effects of receivables sold and net cash used in financing activities including the effects of receivables sold for the years ended December 31, 2010, 2009 and 2008 is provided below as an additional liquidity measure (in thousands):

		Years Ended December 31,
		2010			2009			2008
Cash Flows From Operating Activities:
	Net cash provided by (used in) operating activities	$	114,823		$	239,395		$	(129,305	)
	Excluding the change in accounts receivable sold		—			23,000			225,000
	Net cash provided by operating activities excluding the effects of receivables sold	$	114,823		$	262,395		$	95,695
Cash Flows From Financing Activities:
	Net cash (used in) provided by financing activities	$	(69,355	)	$	(216,667	)	$	146,430
	Including the change in accounts receivable sold		—			(23,000	)		(225,000	)
	Net cash (used in) provided by financing activities including the effects of receivables sold	$	(69,355	)	$	(239,667	)	$	(78,570	)

Cash Flows From Investing Activities

Net cash used in investing activities for the years ended December 31, 2010, 2009 and 2008 was $42.7 million, $14.8 million, and $28.4 million, respectively. Gross capital spending for 2010 and 2009 was $27.3 million and $14.9 million, respectively, which was used for various investments in information technology systems, technology hardware, and distribution center equipment including several facility projects. Capital spending rose in 2010 as the economy began to stabilize and the Company made investments in various growth initiatives and other infrastructure projects. Also included in 2010 investing cash flows was $15.5 million related to the acquisition of MBS Dev and an investment in a managed print services and technology solution business. During 2008, the Company used cash for investing activities to acquire Emco Distribution LLC for $15.2 million. Capital spending for 2008 was $31.7 million which was used for various investments in information technology systems, technology hardware, and distribution center equipment including several facility projects. Proceeds from the sales of two distribution centers and the Company's former corporate headquarters were $18.2 million. The Company expects gross capital spending (before the impact of any sales proceeds) for 2011 to be approximately $35 million.

Cash Flows From Financing Activities

The Company's cash flow from financing activities is largely dependent on levels of borrowing under the Company's credit agreements and the acquisition or issuance of treasury stock.

Net cash used in financing activities for 2010 and 2009 totaled $69.4 million and $216.7 million, respectively, compared to a source of cash of $146.4 million in 2008. Adjusted to include the change in accounts receivable sold, as noted above, 2009 and 2008 financing cash flows were a use of cash of $239.7 million and $78.6 million, respectively. The reduction in cash outflows from 2009 to 2010 reflects repayments of borrowings of $244.3 million in 2009 versus no such repayments in 2010 and net proceeds from share-based compensation arrangements of $38.5 million in 2010 compared to $4.8 million in 2009. These favorable items totaling $278.0 million were partially offset by share repurchases of $113.2 million in 2010 while there were no such repurchases in 2009. The change from 2008 to 2009 reflects a $231.4 million change in cash used to reduce net borrowings. This was partially offset by a reduction in share repurchases of $67.5 million from 2008 to 2009.

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Seasonality

The Company experiences seasonality in its working capital needs, with highest requirements in December through February, reflecting a build-up in inventory prior to and during the peak January sales period. See the information under the heading "Seasonality" in Part I, Item 1 of this Annual Report on Form 10-K. The Company believes that its current availability is sufficient to satisfy the seasonal working capital needs for the foreseeable future.

Inflation/Deflation and Changing Prices

The Company maintains substantial inventories to accommodate the prompt service and delivery requirements of its customers. Accordingly, the Company purchases its products on a regular basis in an effort to maintain its inventory at levels that it believes are sufficient to satisfy the anticipated needs of its customers, based upon historical buying practices and market conditions. Although the Company historically has been able to pass through manufacturers' price increases to its customers on a timely basis, competitive conditions will influence how much of future price increases can be passed on to the Company's customers. Conversely, when manufacturers' prices decline, lower sales prices could result in lower margins as the Company sells existing inventory. As a result, changes in the prices paid by the Company for its products could have a material effect on the Company's net sales, gross margins and net income. See the information under the heading "Comparison of Results for the Years Ended December 31, 2010 and 2009" in Part I, Item 7 of this Annual Report or Form 10-K for further analysis on these changes in prices in 2010.

New Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board ("FASB") issued guidance now codified within Accounting Standards Codification ("ASC") Topic 810 "Consolidations", which requires entities to perform an analysis to determine whether the enterprise's variable interest or interests give it a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as one with the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and obligation to absorb losses of the entity that could potentially be significant to the variable interest. The guidance was effective as of the beginning of the annual reporting period commencing after November 15, 2009. The Company adopted these provisions as of January 1, 2010. The adoption of the guidance codified within ASC 810 did not have any effect on the Company's financial position or results of operations.

In October 2009, the FASB issued Accounting Standards Update ("ASU") No. 2009-13, "Multiple-Deliverable Revenue Arrangements" ("ASU 2009-13"). ASU 2009-13 establishes the accounting and reporting guidance for arrangements that include multiple revenue-generating activities, and provides amendments to the criteria for separating deliverables, and measuring and allocating arrangement consideration to one or more units of accounting. The amendments in ASU 2009-13 also establish a hierarchy for determining the selling price of a deliverable. Enhanced disclosures are also required to provide information about a vendor's multiple-deliverable revenue arrangements, including information about the nature and terms of the arrangement, significant deliverables, and the vendor's performance within arrangements. The amendments also require providing information about the significant judgments made and changes to those judgments and about how the application of the relative selling-price method affects the timing or amount of revenue recognition. The amendments in ASU 2009-13 are effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, or January 1, 2011 for the Company. Early application is permitted. The adoption of ASU 2009-13 is not expected to have a material impact on the Company's financial position or results of operations.

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In December 2009, the FASB issued ASU 2009-16, "Accounting for Transfers of Financial Assets". This ASU eliminates the concept of a "qualifying special-purpose entity," clarifies when a transferor of financial assets has surrendered control over the transferred financial assets, defines specific conditions for reporting a transfer of a portion of a financial asset as a sale, requires that a transferor recognize and initially measure at fair value all assets obtained and liabilities incurred as a result of a transfer of financial assets accounted for as a sale, and requires enhanced disclosures to provide financial statement users with greater transparency about a transferor's continuing involvement with transferred financial assets. The adoption of this ASU did not have any impact on the consolidated financial statements.

In January 2010, the FASB issued ASC Topic 820 "Fair Value Measurements and Disclosures", which updated and clarified previously issued guidance to improve disclosures about fair value measurements. These new disclosures include stating separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and the reasons for the transfers. In addition, it states that a reporting entity should present separately information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements using Level 3 inputs. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of ASC Topic 820 did not have an impact on the Company's financial position and/or its results of operations. See Note 21, "Fair Value Measurements", for information and related disclosures regarding the Company's fair value measurements.

In February 2010, the FASB issued ASU 2010-09, "Amendments to Certain Recognition and Disclosure Requirements", ("ASU 2010-09"), which eliminated the requirement under ASC Topic 855, "Subsequent Events" ("ASC 855") for SEC registrants to disclose the date through which they have evaluated subsequent events in the financial statements. The Company adopted the provisions of ASU 2010-09 upon issuance with no material impact to the financial position or results of operations.

In July 2010, the FASB issued ASU 2010-20, "Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses". This Update is intended to provide financial statement users with additional information to assist them in assessing credit risk exposures and the adequacy of the allowance for credit losses. ASU 2010-20 is effective for interim and annual reporting periods ending on and after December 15, 2010. The impact of adoption did not have a significant impact on its consolidated financial statements.

In December 2010, the FASB issued ASU 2010-29, "Business Combinations" (Topic 805). This ASU specifies that if a company presents comparative financial statements, the company should disclose revenue and earnings of the combined entity as though the business combination that occurred during the year had occurred as of the beginning of the comparable prior annual reporting period only. The ASU also expands the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the pro forma revenue and earnings. This ASU is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption of ASU 2010-29 is not expected to have a material impact on the Company's financial position or results of operations.

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ITEM 7A.    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.

Interest Rate Risk

The Company's exposure to interest rate risks is principally limited to the Company's outstanding debt at December 31, 2010 and 2009 of $441.8 million. As of December 31, 2010, 98% of the Company's outstanding debt is priced at variable interest rates based primarily on the applicable bank prime rate, the LIBOR or the applicable commercial paper rates related to the Receivables Securitization Program. While the Company does have $441.8 million of outstanding debt with interest based on variable market rates at December 31, 2010 and 2009, the Company has hedged $435.0 million of this debt with three separate fixed interest rate swaps. See Note 2, "Summary of Significant Accounting Policies", and Note 20, "Derivative Financial Instruments", to the Consolidated Financial Statements. As of December 31, 2010 and 2009, the overall weighted average effective borrowing rate of the Company's debt was 5.0%. At year-end $6.8 million of outstanding debt was based on variable market rates not subject to the Company's interest rate swap transactions. A 50 basis point movement in interest rates would not result in a material increase or decrease in annualized interest expense, on a pre-tax basis, nor upon cash flows from operations.

Foreign Currency Exchange Rate Risk

The Company's foreign currency exchange rate risk is limited principally to the Mexican Peso, as well as product purchases from Asian countries valued and paid in U.S. dollars. Many of the products the Company sells in Mexico are purchased in U.S. dollars, while the sale is invoiced in the local currency. The Company's foreign currency exchange rate risk is not material to its financial position, results of operations and cash flows. The Company has not previously hedged these transactions, but it may enter into hedging transactions in the future.

40

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act to mean a process designed by, or under the supervision of, the Company's principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Consolidated Financial Statements.

Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2010 in relation to the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management's assessment included an evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies and the Company's overall control environment. That assessment was supported by testing and monitoring performed both by the Company's Internal Audit organization and its Finance organization.

Based on that assessment, management concluded that as of December 31, 2010, the Company's internal control over financial reporting was effective. Management reviewed the results of its assessment with the Audit Committee of our Board of Directors.

Ernst & Young LLP, an independent registered public accounting firm, who audited and reported on the Consolidated Financial Statements included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Company's internal control over financial reporting as stated in their report which appears on page 42 of this Annual Report on Form 10-K.

41

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and
Stockholders of United Stationers Inc.

We have audited United Stationers Inc. and subsidiaries' internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). United Stationers Inc. and subsidiaries' management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying report, Management Report of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, United Stationers Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of United Stationers Inc. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2010, and our report dated February 25, 2011, expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Chicago, Illinois
February 25, 2011

42

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of
United Stationers Inc.

We have audited the accompanying consolidated balance sheets of United Stationers Inc. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2010. Our audits also included the financial statement schedule listed in the index at Item 15(a). These consolidated financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of United Stationers Inc. and subsidiaries at December 31, 2010 and 2009, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), United Stationers Inc. and subsidiaries' internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2011 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Chicago, Illinois
February 25, 2011

43

UNITED STATIONERS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)

		Years Ended December 31,
		2010			2009			2008
Net sales		$	4,832,237		$	4,710,291		$	4,986,878
Cost of goods sold			4,101,682			4,019,650			4,246,199
Gross profit			730,555			690,641			740,679
Operating expenses:
	Warehousing, marketing and administrative expenses		520,754			503,013			548,222
Operating income			209,801			187,628			192,457
Interest expense			26,229			27,797			28,563
Interest income			(237	)		(474	)		(1,048	)
Other expense, net			809			204			8,079
Income before income taxes			183,000			160,101			156,863
Income tax expense			70,243			59,116			58,449
Net income		$	112,757		$	100,985		$	98,414
Net income per share—basic:
	Net income per share—basic	$	4.86		$	4.32		$	4.17
	Average number of common shares outstanding—basic		23,188			23,370			23,578
Net income per share—diluted:
	Net income per share—diluted	$	4.67		$	4.19		$	4.13
	Average number of common shares outstanding—diluted		24,143			24,096			23,847

See notes to Consolidated Financial Statements.

44

UNITED STATIONERS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share data)

			As of December 31,
			2010			2009
ASSETS
Current assets:
	Cash and cash equivalents		$	21,301		$	18,555
	Accounts receivable, less allowance for doubtful accounts of $29,079 in 2010 and $35,216 in 2009			628,119			641,317
	Inventories			684,091			590,854
	Other current assets			31,895			33,026
		Total current assets		1,365,406			1,283,752
Property, plant and equipment, at cost:
	Land			12,268			12,259
	Buildings			58,822			58,768
	Fixtures and equipment			280,194			266,924
	Leasehold improvements			23,959			22,994
	Capitalized software costs			66,108			61,389
Total property, plant and equipment				441,351			422,334
	Less—accumulated depreciation and amortization			306,050			287,302
Net property, plant and equipment				135,301			135,032
Intangible assets, net				61,441			62,932
Goodwill				328,581			314,429
Other				17,934			12,371
		Total assets	$	1,908,663		$	1,808,516
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable		$	421,566		$	390,883
	Accrued liabilities			186,387			171,366
	Short-term debt			6,800			—
		Total current liabilities		614,753			562,249
Deferred income taxes				14,053			4,052
Long-term debt				435,000			441,800
Other long-term liabilities				85,259			93,702
		Total liabilities		1,149,065			1,101,803
Stockholders' equity:
	Common stock, $0.10 par value; authorized—100,000,000 shares, issued—37,217,814 in 2010 and 2009			3,722			3,722
	Additional paid-in capital			400,910			387,131
	Treasury stock, at cost—14,123,953 and 13,237,495 shares at December 31, 2010 and 2009, respectively			(772,698	)		(700,294	)
	Retained earnings			1,170,831			1,058,074
	Accumulated other comprehensive loss, net of tax			(43,167	)		(41,920	)
		Total stockholders' equity		759,598			706,713
		Total liabilities and stockholders' equity	$	1,908,663		$	1,808,516

See notes to Consolidated Financial Statements.

45

UNITED STATIONERS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(dollars in thousands, except share data)

		Common Stock				Treasury Stock								Accumulated Other Comprehensive Income (Loss)
												Additional Paid-in Capital					Retained Earnings			Total Stockholders' Equity
		Shares		Amount		Shares			Amount
As of December 31, 2007			37,217,814	$	3,722		(12,645,513	)	$	(650,187	)	$	376,379	$	(14,952	)	$	859,292		$	574,254
Net income			—		—		—			—			—		—			98,414			98,414
Unrealized translation adjustments			—		—		—			—			—		(3,585	)		—			(3,585	)
Minimum pension liability adjustments, net of tax benefits of $17,059			—		—		—			—			—		(27,715	)		—			(27,715	)
Unrealized loss on interest rate swaps, net of tax benefit of $11,800			—		—		—			—			—		(19,172	)		—			(19,172	)
	Comprehensive (loss) income		—		—		—			—			—		(50,472	)		98,414			47,942
Adjustments to apply SFAS No. 158, net of tax benefit of $88			—		—		—			—			—		474			(617	)		(143	)
Acquisition of treasury stock			—		—		(1,233,199	)		(67,477	)		—		—			—			(67,477	)
Stock compensation			—		—		190,869			4,720			6,342		—			—			11,062
As of December 31, 2008			37,217,814	$	3,722		(13,687,843	)	$	(712,944	)	$	382,721	$	(64,950	)	$	957,089		$	565,638
Net income			—		—		—			—			—		—			100,985			100,985
Unrealized translation adjustments			—		—		—			—			—		574			—			574
Minimum pension liability adjustments, net of tax loss of $10,502			—		—		—			—			—		17,135			—			17,135
Unrealized benefit on interest rate swaps, net of tax loss of $3,261			—		—		—			—			—		5,321			—			5,321
	Comprehensive income		—		—		—			—			—		23,030			100,985			124,015
Stock compensation			—		—		450,348			12,650			4,410		—			—			17,060
As of December 31, 2009			37,217,814	$	3,722		(13,237,495	)	$	(700,294	)	$	387,131	$	(41,920	)	$	1,058,074		$	706,713
Net income			—		—		—			—			—		—			112,757			112,757
Unrealized translation adjustments			—		—		—			—			—		994			—			994
Minimum pension liability adjustments, net of tax benefit of $1,690			—		—		—			—			—		(2,770	)		—			(2,770	)
Unrealized benefit on interest rate swaps, net of tax loss of $326			—		—		—			—			—		529			—			529
	Comprehensive (loss) income		—		—		—			—			—		(1,247	)		112,757			111,510
Acquisition of treasury stock			—		—		(2,005,793	)		(116,310	)		—		—			—			(116,310	)
Stock compensation			—		—		1,119,335			43,906			13,779		—			—			57,685
As of December 31, 2010			37,217,814	$	3,722		(14,123,953	)	$	(772,698	)	$	400,910	$	(43,167	)	$	1,170,831		$	759,598

See notes to Consolidated Financial Statements.

46

UNITED STATIONERS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)

				Years Ended December 31,
				2010			2009			2008
Cash Flows From Operating Activities:
	Net income			$	112,757		$	100,985		$	98,414
	Adjustments to reconcile net income to net cash provided by (used in) operating activities:
	Depreciation				31,669			35,797			38,683
	Amortization of intangible assets				5,171			4,950			4,774
	Amortization of capitalized financing costs				735			927			924
	Write-off of capitalized software development costs				—			—			6,735
	Share-based compensation				14,100			12,266			8,971
	Excess tax benefits related to share-based compensation				(5,477	)		(712	)		(72	)
	Loss (gain) on the disposition of property, plant and equipment				117			566			(9,851	)
	Deferred income taxes				12,916			(10,340	)		447
	Changes in operating assets and liabilities, excluding the effects of acquisitions:
		Decrease (increase) in accounts receivable			13,928			(31,175	)		(185,728	)
		(Increase) decrease in inventories			(92,055	)		89,815			39,530
		(Increase) decrease in other assets			(2,593	)		2,106			(14,752	)
		Increase (decrease) in accounts payable			35,384			647			(76,449	)
		(Decrease) increase in checks in-transit			(5,178	)		49,244			(31,566	)
		Increase (decrease) in accrued liabilities			4,550			(18,212	)		(14,137	)
		(Decrease) increase in other liabilities			(11,201	)		2,531			4,772
			Net cash provided by (used in) operating activities		114,823			239,395			(129,305	)
Cash Flows From Investing Activities:
	Capital expenditures				(27,276	)		(14,924	)		(31,713	)
	Proceeds from the disposition of property, plant and equipment				58			95			18,238
	Acquisitions and investment, net of cash acquired				(15,527	)		—			(14,891	)
			Net cash used in investing activities		(42,745	)		(14,829	)		(28,366	)
Cash Flows From Financing Activities:
	Net (repayments) borrowings under Revolving Credit Facility				—			(221,300	)		212,100
	Payment of debt issuance costs				(99	)		(897	)		(256	)
	Net proceeds from the exercise of stock options				38,450			4,818			2,019
	Acquisition of treasury stock, at cost				(113,183	)		—			(67,505	)
	Excess tax benefits related to share-based compensation				5,477			712			72
			Net cash (used in) provided by financing activities		(69,355	)		(216,667	)		146,430
Effect of exchange rate changes on cash and cash equivalents					23			(6	)		(54	)
Net change in cash and cash equivalents					2,746			7,893			(11,295	)
Cash and cash equivalents, beginning of period					18,555			10,662			21,957
Cash and cash equivalents, end of period				$	21,301		$	18,555		$	10,662

See notes to Consolidated Financial Statements.

47

UNITED STATIONERS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying 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 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 national wholesale distributor of business products, with net sales of approximately $4.8 billion for the year ended December 31, 2010. The Company stocks about 100,000 items from over 1,000 manufacturers. These items include a broad spectrum of technology products, traditional office products, office furniture, janitorial and breakroom supplies, and industrial supplies. In addition, the Company also offers private brand products. The Company sells its products through a national distribution network of 64 distribution centers to its over 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.

Acquisition and Investment

During the first quarter of 2010, the Company completed the acquisition of all of the capital stock of MBS Dev, Inc. ("MBS Dev"), a software solutions provider to business products resellers, which allows the Company to accelerate e-business development and enable customers and suppliers to utilize the internet. The purchase price included $12 million plus $3 million in deferred payments and an additional potential $3 million earn-out based upon the achievement of certain financial goals. The $3 million in deferred payments are to be paid to the former owners over the course of the next four years, the timing of which is based upon the achievement of certain financial goals. As a result of the acquisition, the Company recorded $14.2 million of goodwill, $3.7 million in intangible assets, and $4.3 million of liabilities, at fair value, related to the deferred payments and the earn-out. At year end 2010, in accordance with accounting guidelines, the Company revalued the earn-out liabilities to $5.1 million based on the fair value of each earn-out as of that date and recorded a non-cash, pre-tax charge of $0.8 million in Other Expense, net. Net of cash held by MBS Dev at closing, the initial cash outlay was $10.5 million.

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

Reclassifications

Certain prior period amounts have been reclassified to conform to the current presentation. Such reclassifications were limited to Balance Sheet and Cash Flow Statement presentation and did not impact the Statements of Income.

The Company reclassified certain software costs related to ORS Nasco acquisition in 2008 from "Fixtures and equipment" to "Capitalized software costs". The reclassification began in the fourth quarter of 2010, with prior periods updated to conform to this presentation. For the year ended December 31, 2009, $5.5 million was reclassified to "Capitalized software costs" out of "Fixtures and equipment".

48

UNITED STATIONERS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies

Principles of Consolidation

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

Use of Estimates

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

Various assumptions and other factors underlie the determination of significant accounting estimates. The process of determining significant estimates is fact specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and in some cases, actuarial techniques. The Company periodically reevaluates these significant factors and makes adjustments where facts and circumstances dictate.

Supplier Allowances

Supplier allowances (fixed or variable) are common practice in the business products industry and have a significant impact on the Company's overall gross margin. Gross margin is determined by, among other items, file margin (determined by reference to invoiced price), as reduced by customer discounts and rebates as discussed below, and increased by supplier allowances and promotional incentives. Receivables related to supplier allowances totaled $80.8 million and $78.2 million as of December 31, 2010 and 2009, respectively. These receivables are included in "Accounts receivable" in the Consolidated Balance Sheets.

In 2010, approximately 18% of the Company's annual supplier allowances and incentives were fixed, which are earned based primarily on supplier participation in specific Company advertising and marketing publications. Fixed allowances and incentives are taken to income through lower cost of goods sold as inventory is sold.

The remaining 82% of the Company's annual supplier allowances and incentives in 2010 were variable, based solely on the volume and mix of the Company's product purchases from suppliers. These variable allowances are recorded based on the Company's annual inventory purchase volumes and product mix and are included in the Company's Consolidated Financial Statements as a reduction to cost of goods sold, thereby reflecting the net inventory purchase cost. Supplier allowances and incentives attributable to unsold inventory are carried as a component of net inventory cost. The potential amount of variable supplier allowances often differs based on purchase volumes by supplier and product category. As a result, changes in the Company's sales volume (which can increase or reduce inventory purchase requirements) and changes in product sales mix (especially because higher-margin products often benefit from higher supplier allowance rates) can create fluctuations in variable supplier allowances.

49

UNITED STATIONERS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

Customer Rebates

Customer rebates and discounts are common practice in the business products industry and have a significant impact on the Company's overall sales and gross margin. Such rebates are reported in the Consolidated Financial Statements as a reduction of sales. Customer rebates of $56.1 million and $59.5 million as of December 31, 2010 and 2009, respectively, are included as a component of "Accrued liabilities" in the Consolidated Balance Sheets.

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

Revenue Recognition

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

Shipping and handling costs billed to customers are treated as revenues and recognized at the time title to the product has transferred to the customer. Freight costs are included in the Company's Consolidated Financial Statements as a component of cost of goods sold and not netted against shipping and handling revenues. Net sales do not include sales tax charged to customers.

Additional revenue is generated from the sale of software licenses, delivery of subscription services (including the right to use and software maintenance services), and professional services. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fees are fixed and determinable, and collection is considered probable. If collection is not considered probable, the Company recognizes revenue when the fees are collected. If fees are not fixed and determinable, the Company recognizes revenues when the fees become due from the customer.

Share-Based Compensation

At December 31, 2010, the Company had two active share-based employee compensation plans covering key associates and/or non-employee directors of the Company. See Note 3 to the Consolidated Financial Statements.

Accounts Receivable

In the normal course of business, the Company extends credit to customers that satisfy pre-defined credit criteria. Accounts receivable, as shown on the Consolidated Balance Sheets, include such trade accounts receivable and are net of allowances for doubtful accounts and anticipated discounts. The Company makes judgments as to the collectability of trade accounts receivable based on historical

50

UNITED STATIONERS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

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

Goodwill and Intangible Assets

Goodwill is initially recorded based on the premium paid for acquisitions and is subsequently tested for impairment. The Company tests goodwill for impairment annually and whenever events or circumstances indicate that an impairment may have occurred, such as a significant adverse change in the business climate, loss of key personnel or a decision to sell or dispose of a reporting unit. Determining whether an impairment has occurred requires valuation of the respective reporting unit, which the Company estimates using a discounted cash flow method. When available and as appropriate, comparative market multiples are used to corroborate discounted cash flow results. If this analysis indicates goodwill is impaired, an impairment charge would be taken based on the amount of goodwill recorded versus the implied fair value of goodwill computed by independent appraisals.

Intangible assets are initially recorded at their fair market values determined on quoted market prices in active markets, if available, or recognized valuation models. Intangible assets that have finite useful lives are amortized on a straight-line basis over their useful lives. Intangible assets that have indefinite useful lives are not amortized but are tested at least annually for impairment or whenever events or circumstances indicate an impairment may have occurred. See Note 4 to the Consolidated Financial Statements.

Insured Loss Liability Estimates

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

Leases

The Company leases real estate and personal property under operating leases. Certain operating leases include incentives from landlords including, landlord "build-out" allowances, rent escalation clauses and rent holidays or periods in which rent is not payable for a certain amount of time. The Company accounts for landlord "build-out" allowances as deferred rent at the time of possession and amortizes this deferred rent on a straight-line basis over the term of the lease. The Company also recognizes leasehold improvements associated with the "build-out" allowances and amortizes these improvements over the shorter of (1) the term of the lease or (2) the expected life of the respective improvements.

51

UNITED STATIONERS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

The Company accounts for rent escalation and rent holidays as deferred rent at the time of possession and amortizes this deferred rent on a straight-line basis over the term of the lease. As of December 31, 2010, the Company is not a party to any capital leases.

Inventories

Inventory constituting approximately 79% of total inventory as of December 31, 2010 and 2009, has been valued under the last-in, first-out ("LIFO") accounting method. LIFO results in a better matching of costs and revenues. The remaining inventory is valued under the first-in, first-out ("FIFO") accounting method. Inventory valued under the FIFO and LIFO accounting methods is recorded at the lower of cost or market. If the Company had valued its entire inventory under the lower of FIFO cost or market, inventory would have been $84.7 million and $80.9 million higher than reported as of December 31, 2010 and December 31, 2009, respectively. The annual change in the LIFO reserve as of December 31, 2010, 2009 and 2008, resulted in a $3.8 million increase, a $3.8 million reduction, and a $24.3 million increase, respectively, in cost of sales. During 2009 and 2008, inventory quantities for the portion of inventory accounted for under the LIFO accounting method were reduced. These reductions resulted in liquidations of LIFO inventory quantities carried at lower costs prevailing in years prior to 2009 and 2008, respectively, as compared with the cost of purchases in each of those years. In 2009, these liquidations resulted in LIFO income of $18.6 million partially offset by LIFO expense of $14.8 million related to 2009 inflation. In 2008, these liquidations resulted in LIFO income of $5.4 million partially offset by $29.7 million related to 2008 inflation.

The Company also records adjustments to inventory for shrinkage. Inventory that is obsolete, damaged, defective or slow moving is recorded at the lower of cost or market. These adjustments are determined using historical trends and are adjusted, if necessary, as new information becomes available. The Company charges certain warehousing and administrative expenses to inventory each period with $29.8 million and $25.3 million remaining in inventory as of December 31, 2010 and December 31, 2009, respectively.

Pension and Postretirement Health Benefits

The Company implemented a plan to freeze pension service benefits for employees not covered by collective bargaining agreements. The plan freeze was put in place effective March 1, 2009.

On April 15, 2010, the Company notified the participants that it would terminate the Retiree Medical Plan effective December 31, 2010. The termination eliminated any future obligation of the Company to provide cost sharing benefits to current or future retirees. During the twelve month period ended December 31, 2010, the company recorded a pre-tax gain of $8.8 million for the reversal of actuarially-based liabilities resulting from the amendment of the Retiree Medical Plan. Costs associated with the Company's Retiree Medical Plan were $0.1 million for each of the years ended 2009 and 2008.

The Company adopted the recognition and related disclosure provisions of Financial Accounting Standards Board ("FASB") accounting guidance related to employers' accounting for defined benefit pension and other postretirement plans on December 31, 2006 for its pension and Retiree Medical Plan. The Company has adopted the measurement date provisions of this accounting guidance for the fiscal year ending December 31, 2008, in accordance with the statement. This adoption measures the plan assets and benefit obligations as of the Company's fiscal year end.

52

UNITED STATIONERS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

Calculating the Company's obligations and expenses related to its pension and Retiree Medical Plan requires selection and use of certain actuarial assumptions. As more fully discussed in Notes 12 and 13 to the Consolidated Financial Statements, these actuarial assumptions include discount rates, expected long-term rates of return on plan assets, and rates of increase in compensation and healthcare costs. To select the appropriate actuarial assumptions, management relies on current market conditions and historical information. Pension expense for 2010 was $2.5 million, compared to $6.3 million and $5.6 million in 2009 and 2008, respectively.

Cash Equivalents

An unfunded check balance (payments in-transit) exists for the Company's primary disbursement accounts. Under the Company's cash management system, the Company utilizes available borrowings, on an as-needed basis, to fund the clearing of checks as they are presented for payment. As of December 31, 2010, and 2009, outstanding checks totaling $83.3 million and $88.4 million, respectively, were included in "Accounts payable" in the Consolidated Balance Sheets.

All highly liquid debt instruments with an original maturity of three months or less are considered cash equivalents. Cash equivalents are stated at cost, which approximates market value.

		As of December 31,
		2010		2009
Cash			14,301	$	10,655
Short-term investments			7,000		7,900
	Total cash and cash equivalents	$	21,301	$	18,555

Property, Plant and Equipment

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

Software Capitalization

The Company capitalizes internal use software development costs in accordance with accounting guidance on accounting for costs of computer software developed or obtained for internal use. Amortization is recorded on a straight-line basis over the estimated useful life of the software, generally

53

UNITED STATIONERS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

not to exceed ten years. Capitalized software is included in "Property, plant and equipment, at cost" on the Consolidated Balance Sheet. The total costs are as follows (in thousands):

		As of December 31,
		2010			2009
Capitalized software development costs		$	66,108		$	61,389
Write-off of capitalized software development costs			—			(271	)
Accumulated amortization			(47,770	)		(44,996	)
	Net capitalized software development costs	$	18,338		$	16,122

Derivative Financial Instruments

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

All derivatives are recognized on the balance sheet date at their fair value. All derivatives in a net receivable position are included in "Other assets", and those in a net liability position are included in "Other long-term liabilities". The interest rate swaps that the Company has entered into are classified as cash flow hedges in accordance with accounting guidance on derivative instruments and hedging activities as they are hedging a forecasted transaction or the variability of cash flow to be paid by the Company. Changes in the fair value of a derivative that is qualified, designated and highly effective as a cash flow hedge are recorded in other comprehensive income, net of tax, until earnings are affected by the forecasted transaction or the variability of cash flow, and then are reported in current earnings.

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

The Company formally assesses, at both the hedge's inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting changes in cash flow of hedged items. When it is determined that a derivative is not highly effective as a hedge then hedge accounting is discontinued prospectively in accordance with accounting guidance on derivative instruments and hedging activities. At this time, this has not occurred as all cash flow hedges contain no ineffectiveness. See Note 20, "Derivative Financial Instruments", for further detail.

Income Taxes

The Company accounts for income taxes using the liability method in accordance with the accounting guidance for income taxes. The Company estimates actual current tax expense and assesses temporary differences that exist due to differing treatments of items for tax and financial statement purposes. These temporary differences result in the recognition of deferred tax assets and liabilities. A provision has not been made for deferred U.S. income taxes on the undistributed earnings of the Company's foreign

54

UNITED STATIONERS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

subsidiaries as these earnings have historically been permanently invested. It is not practicable to determine the amount of unrecognized deferred tax liability for such unremitted foreign earnings.

The current and deferred tax balances and income tax expense recognized by the Company are based on management's interpretation of the tax laws of multiple jurisdictions. Income tax expense also reflects the Company's best estimates and assumptions regarding, among other things, the level of future taxable income, interpretation of tax laws, and tax planning. Future changes in tax laws, changes in projected levels of taxable income, and tax planning could impact the effective tax rate and current and deferred tax balances recorded by the Company. Management's estimates as of the date of the Consolidated Financial Statements reflect its best judgment giving consideration to all currently available facts and circumstances. As such, these estimates may require adjustment in the future, as additional facts become known or as circumstances change. Further, in accordance with the accounting guidance on income taxes, the tax effects from uncertain tax positions are recognized in the Consolidated Financial Statements, only if it is more likely than not that the position will be sustained upon examination, based on the technical merits of the position. The Company accounts for interest and penalties related to uncertain tax positions as a component of income tax expense.

Foreign Currency Translation

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

New Accounting Pronouncements

In June 2009, the FASB issued guidance now codified within ASC Topic 810, "Consolidations", which requires entities to perform an analysis to determine whether the enterprise's variable interest or interests give it a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as one with the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and obligation to absorb losses of the entity that could potentially be significant to the variable interest. The guidance was effective as of the beginning of the annual reporting period commencing after November 15, 2009. The Company adopted these provisions as of January 1, 2010. The adoption of the guidance codified within ASC 810 did not have any effect on the Company's financial position or results of operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

In October 2009, the FASB issued ASU 2009-13, "Multiple-Deliverable Revenue Arrangements". ASU 2009-13 establishes the accounting and reporting guidance for arrangements that include multiple revenue-generating activities, and provides amendments to the criteria for separating deliverables, and measuring and allocating arrangement consideration to one or more units of accounting. The amendments in ASU 2009-13 also establish a hierarchy for determining the selling price of a deliverable. Enhanced disclosures are also required to provide information about a vendor's multiple-deliverable revenue arrangements, including information about the nature and terms of the arrangement, significant deliverables, and the vendor's performance within arrangements. The amendments also require providing information about the significant judgments made and changes to those judgments and about how the application of the relative selling-price method affects the timing or amount of revenue recognition. The amendments in ASU 2009-13 are effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, or January 1, 2011 for the Company. Early application is permitted. The adoption of ASU 2009-13 is not expected to have a material impact on the Company's financial position or results of operations.

In December 2009, the FASB issued ASU 2009-16, "Accounting for Transfers of Financial Assets". This ASU eliminates the concept of a "qualifying special-purpose entity," clarifies when a transferor of financial assets has surrendered control over the transferred financial assets, defines specific conditions for reporting a transfer of a portion of a financial asset as a sale, requires that a transferor recognize and initially measure at fair value all assets obtained and liabilities incurred as a result of a transfer of financial assets accounted for as a sale, and requires enhanced disclosures to provide financial statement users with greater transparency about a transferor's continuing involvement with transferred financial assets. The adoption of this ASU did not have any impact on the consolidated financial statements.

In January 2010, the FASB issued ASC Topic 820 "Fair Value Measurements and Disclosures", which updated and clarified previously issued guidance to improve disclosures about fair value measurements. These new disclosures include stating separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and the reasons for the transfers. In addition, it states that a reporting entity should present separately information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements using Level 3 inputs. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of ASC Topic 820 did not have an impact on the Company's financial position and/or its results of operations. See Note 21, "Fair Value Measurements", for information and related disclosures regarding the Company's fair value measurements.

In February 2010, the FASB issued ASU 2010-09, "Amendments to Certain Recognition and Disclosure Requirements", ("ASU 2010-09"), which eliminated the requirement under ASC Topic 855, "Subsequent Events" ("ASC 855") for SEC registrants to disclose the date through which they have evaluated subsequent events in the financial statements. The Company adopted the provisions of ASU 2010-09 upon issuance with no material impact to the financial position or results of operations.

In July 2010, the FASB issued ASU 2010-20, "Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses." This Update is intended to provide financial statement users with additional information to assist them in assessing credit risk exposures and the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

adequacy of the allowance for credit losses. ASU 2010-20 is effective for interim and annual reporting periods ending on and after December 15, 2010. The impact of adoption did not have a significant impact on its consolidated financial statements.

In December 2010, the FASB issued ASU 2010-29, "Business Combinations" (Topic 805). This ASU specifies that if a company presents comparative financial statements, the company should disclose revenue and earnings of the combined entity as though the business combination that occurred during the year had occurred as of the beginning of the comparable prior annual reporting period only. The ASU also expands the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the pro forma revenue and earnings. This ASU is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption of ASU 2010-29 is not expected to have a material impact on the Company's financial position or results of operations.

3. Share-Based Compensation

Overview

As of December 31, 2010, the Company has two active equity compensation plans. A description of these plans is as follows:

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

In March 2004, the Company's Board of Directors adopted the LTIP to, among other things, attract and retain managerial talent, further align the interest of key associates to those of the Company's shareholders and provide competitive compensation to key associates. Award vehicles include stock options, stock appreciation rights, full value awards, cash incentive awards and performance-based awards. Key associates and non-employee directors of the Company are eligible to become participants in the LTIP, except that non-employee directors may not be granted incentive stock options. During 2010, the Company granted 151,837 shares of restricted stock and 124,816 restricted stock units (RSUs) under the LTIP. The Company granted no stock options under the LTIP during 2010.

Nonemployee Directors' Deferred Stock Compensation Plan

Pursuant to the United Stationers Inc. Nonemployee Directors' Deferred Stock Compensation Plan, non-employee directors may defer receipt of all or a portion of their retainer and meeting fees. Fees deferred are credited quarterly to each participating director in the form of stock units, based on the fair market value of the Company's common stock on the quarterly deferral date. Each stock unit account generally is distributed and settled in whole shares of the Company's common stock on a one-for-one basis, with a cash-out of any fractional stock unit interests, after the participant ceases to serve as a Company director. For the years ended December 31, 2010, 2009 and 2008, the Company recorded compensation expense of $0.1 million, $0.1 million, and $0.3 million, respectively. As of December 31, 2010, 2009 and 2008, the accumulated number of stock units outstanding under this plan was 41,927; 39,568; and 46,203; respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Share-Based Compensation (Continued)

Accounting For Share-Based Compensation

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

		Year Ended December 31,
		2010			2009			2008
Numerator:
Pre-tax expense		$	14,100		$	12,266		$	8,971
Tax effect			(5,412	)		(4,529	)		(3,343	)
After tax expense			8,688			7,737			5,628
Denominator:
Denominator for basic shares—Weighted average shares			23,188			23,370			23,578
Denominator for diluted shares—Adjusted weighted average shares and the effect of dilutive securities			24,143			24,096			23,847
Net expense per share:
	Net expense per share—basic	$	0.37		$	0.33		$	0.24
	Net expense per share—diluted	$	0.36		$	0.32		$	0.24

The following tables summarize the intrinsic value of options outstanding, exercisable, and exercised for the applicable periods listed below:

Intrinsic Value of Options
(in thousands of dollars)

	Outstanding		Exercisable
As of December 31, 2010	$	19,937	$	19,937
As of December 31, 2009		29,534		29,510
As of December 31, 2008		1,926		1,926

Intrinsic Value of Options Exercised
(in thousands of dollars)

For the year ended
December 31, 2010	$	21,347
December 31, 2009		1,862
December 31, 2008		1,301

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Share-Based Compensation (Continued)

The following tables summarize the intrinsic value of restricted shares outstanding and vested for the applicable periods listed below:

Intrinsic Value of Restricted Shares
(in thousands of dollars)

Outstanding
As of December 31, 2010	$	49,856
As of December 31, 2009		40,090
As of December 31, 2008		8,609

Intrinsic Value of Restricted Shares Vested
(in thousands of dollars)

For the year ended
December 31, 2010	$	9,079
December 31, 2009		3,628
December 31, 2008		1,617

As of December 31, 2010, there was $21.8 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted. This cost is expected to be recognized over a weighted-average period of 1.8 years.

Accounting guidance on share-based payments requires that cash flows resulting from the tax benefits from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) be classified as financing cash flows. For the years ended December 31, 2010, 2009 and 2008, respectively, the $5.5 million, $0.7 million and $0.1 million excess tax benefits classified as financing cash inflows on the Consolidated Statement of Cash Flows would have been classified as operating cash inflows if the Company had not adopted this guidance on share-based payments.

Stock Options

The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model that uses various assumptions including the expected stock price volatility, risk-free interest rate, and expected life of the option.

Stock options generally vest in annual increments over three years and have a term of 10 years. Compensation costs for all stock options are recognized, net of estimated forfeitures, on a straight-line basis as a single award typically over the vesting period. The Company estimates expected volatility based on historical volatility of the price of its common stock. The Company estimates the expected term of share-based awards by using historical data relating to option exercises and employee terminations to estimate the period of time that options granted are expected to be outstanding. The interest rate for periods during the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. As of December 31, 2010, there was no unrecognized compensation cost related to stock option awards granted. There were no stock options granted during 2010, 2009, or 2008.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Share-Based Compensation (Continued)

The following table summarizes the transactions, excluding restricted stock, under the Company's equity compensation plans for the last three years:

	2010			Weighted Average Exercise Price		2009			Weighted Average Exercise Price		2008			Weighted Average Exercise Price
Options outstanding—January 1		2,384,224		$	45.01		2,614,005		$	44.63		2,827,582		$	44.45
Granted		—			—		—			—		—			—
Exercised		(1,099,965	)		41.08		(161,810	)		37.89		(94,135	)		34.17
Cancelled		(2,405	)		59.02		(67,971	)		47.38		(119,442	)		48.51
Options outstanding—December 31		1,281,854		$	48.35		2,384,224		$	45.01		2,614,005		$	44.63
Number of options exercisable		1,281,854		$	48.35		2,246,741		$	44.11		2,116,871		$	42.47

The following table summarizes outstanding and exercisable options granted under the Company's equity compensation plans as of December 31, 2010:

Exercise Prices	Outstanding		Remaining Contractual Life (Years)		Exercisable
20.01—25.00		19,000		1.6		19,000
25.01—30.00		30,233		1.6		30,233
30.01—35.00		15,267		0.6		15,267
35.01—40.00		118,468		2.6		118,468
40.01—45.00		118,010		3.7		118,010
45.01—50.00		591,892		5.2		591,892
50.01—55.00		—		—		—
55.01—60.00		337,861		6.7		337,861
60.01—65.00		—		—		—
65.01—70.00		51,123		6.6		51,123
Total		1,281,854		5.1		1,281,854

Restricted Stock and Restricted Stock Units

The Company granted 151,837 shares of restricted stock and 124,816 restricted stock units ("RSU"s) during 2010. During 2009, the Company granted 320,017 shares of restricted stock and 226,087 RSUs. During 2008, the Company granted 147,448 shares of restricted stock and 44,173 RSUs. The restricted stock granted in each period vests in three equal annual installments on the anniversaries of the date of the grant. The RSUs granted in 2010 vest in three annual installments on the appropriate calendar year ends, to the extent earned based on the Company's cumulative economic profit performance against target economic profit goals. The RSUs granted in 2009 vest on December 31, 2012 to the extent earned based on the Company's cumulative economic profit performance against target economic profit goals. Included in the 2010, 2009 and 2008 grants were 148,748; 366,193; and 88,316 restricted stock and RSUs granted to employees who were not executive officers, as of December 31, 2010, 2009 and 2008, respectively. In addition, there were 22,088; 19,613; and 20,173 RSUs granted to non-employee directors during the years ended December 31, 2010, 2009 and 2008, respectively. For the years ended December 31, 2010, 2009 and 2008, respectively, there were also 105,817; 160,298; and 83,132

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

3. Share-Based Compensation (Continued)

restricted stock and RSUs granted to executive officers. This restricted stock granted to executive officers vests with respect to each officer in annual increments over three years provided that the following conditions are satisfied: (1) the officer is still employed as of the anniversary date of the grant; and (2) the Company's cumulative diluted earnings per share for the four calendar quarters immediately preceding the vesting date exceed $1.00 per diluted share as defined in the officers' restricted stock agreement. As of December 31, 2010, there was $21.8 million of total unrecognized compensation cost related to non-vested restricted stock and RSUs granted. A summary of the status of the Company's restricted stock and RSU grants and changes during the last three years is as follows:

Restricted Stock and RSUs		2010			Weighted Average Grant Date Fair Value		2009			Weighted Average Grant Date Fair Value		2008			Weighted Average Grant Date Fair Value
Nonvested—January 1			704,810			36.41		257,054		$	52.74		125,865		$	58.79
	Granted		276,653			52.71		546,104			31.96		191,621			49.88
	Vested		(184,218	)		45.65		(80,711	)		52.77		(32,612	)		59.02
	Cancelled		(15,932	)		42.73		(17,637	)		40.51		(27,820	)		53.08
Nonvested—December 31			781,313			40.26		704,810		$	36.41		257,054		$	52.74

4. Goodwill and Intangible Assets

Accounting guidance on goodwill and intangible assets requires that goodwill be tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company performs an annual impairment test on goodwill and intangible assets with indefinite lives at December 31st of each year. Based on this latest test, the Company concluded that the fair value of each of the reporting units was in excess of the carrying value as of December 31, 2010.

As of December 31, 2010 and 2009, the Company's Consolidated Balance Sheets reflected $328.6 million and $314.4 million of goodwill, respectively. As of December 31, 2010 and 2009, the Company had $61.4 million and $62.9 million in net intangible assets. Net intangible assets as of December 31, 2010 consist primarily of customer listings and non-compete agreements purchased as part of the Sweet Paper acquisition, ORS Nasco acquisition, MBS Dev acquisition and the Emco Distribution acquisition. The Company has no intention to renew or extend the terms of acquired intangible assets and accordingly, did not incur any related costs during 2010 or 2009. Amortization of intangible assets purchased as part of these acquisitions totaled $5.2 million, $5.0 million, and $4.8 million for the years ended December 31, 2010, 2009, and 2008, respectively. Accumulated amortization of intangible assets as of December 31, 2010 and 2009 totaled $21.5 million and $16.4 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. Goodwill and Intangible Assets (Continued)

The following table summarizes the intangible assets of the Company by major class of intangible assets and the cost, accumulated amortization, net carrying amount, and weighted average life, if applicable (in thousands):

	December 31, 2010									December 31, 2009
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life (years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life (years)
Intangible assets subject to amortization
Customer Relationships and other intangibles	$	65,890	$	(20,049	)	$	45,841		14	$	62,360	$	(15,003	)	$	47,357		14
Non-compete agreements		4,100		(1,500	)		2,600		4		3,950		(1,375	)		2,575		4
Total										$	66,310	$	(16,378	)	$	49,932
Intangible assets not subject to amortization
Trademarks	$	13,000		—		$	13,000		n/a	$	13,000		—		$	13,000		n/a
Total	$	82,990	$	(21,549	)	$	61,441			$	79,310	$	(16,378	)	$	62,932

The following table summarizes the amortization expense expected to be incurred over the next five years on intangible assets from acquisitions completed as of December 31, 2010 (in thousands):

Year	Amounts
2011	$	5,121
2012		4,985
2013		4,985
2014		4,985
2015		4,911

5. Severance and Restructuring Charges

On December 31, 2010, the Company approved an early retirement program for eligible employees and a focused workforce realignment to align resources with strategic initiatives. The Company recorded a pre-tax charge of $9.1 million in the fourth quarter of 2010 for estimated severance pay, benefits and outplacement costs related to these two programs. This charge is included in "Warehousing, marketing and administrative expenses" on the Company's Statements of Income. There were no cash outlays associated with this severance charge in 2010. As of December 31, 2010, the Company had accrued liabilities for the 2010 Early Retirement/Workforce Realignment of $9.1 million.

On January 27, 2009, the Company announced a plan to eliminate staff positions through an involuntary separation plan. The severance charge included workforce reductions of 250 associates. The Company recorded a pre-tax charge of $3.4 million in the first quarter of 2009 for estimated severance pay and benefits, and outplacement costs. This charge is included in "Warehousing, marketing and administrative expenses" on the Company's Statements of Income. Cash outlays associated with the severance charge in 2009 totaled $2.9 million.

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6. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss as of December 31, 2010, 2009 and 2008 included the following (in thousands):

	As of December 31,
	2010			2009			2008
Unrealized currency translation adjustments	$	(5,184	)	$	(6,178	)	$	(6,752	)
Unrealized loss on interest rate swaps, net of tax		(15,621	)		(16,150	)		(21,471	)
Minimum pension liability adjustments, net of tax		(22,362	)		(19,592	)		(36,727	)
Total accumulated other comprehensive loss	$	(43,167	)	$	(41,920	)	$	(64,950	)

7. 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. Stock options to purchase 0.4 million, 1.9 million, and 1.6 million shares of common stock were outstanding at December 31, 2010, 2009, and 2008, respectively, but were not included in the computation of diluted earnings per share because the options' exercise prices were greater than the average market price of the common shares and, therefore, the effect would be antidilutive. The amount of antidilutive options in prior years is not material. The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

			Years Ended December 31,
			2010		2009		2008
Numerator:
	Net income		$	112,757	$	100,985	$	98,414
Denominator:
	Denominator for basic earnings per share—Weighted average shares			23,188		23,370		23,578
	Effect of dilutive securities:
		Employee stock options		955		726		269
	Denominator for diluted earnings per share—Adjusted weighted average shares and the effect of dilutive securities			24,143		24,096		23,847
	Net income per common share:
		Net income per share—basic	$	4.86	$	4.32	$	4.17
		Net income per share—assuming dilution	$	4.67	$	4.19	$	4.13

Common Stock Repurchases

As of December 31, 2010, the Company had Board authorization to repurchase $87.7 million of USI common stock. In 2010, the Company repurchased 1,957,893 shares of USI's common stock at an aggregate cost of $113.2 million. There were no repurchases of the Company's shares in 2009. In 2008, the Company repurchased 1,233,832 shares of USI's common stock at an aggregate cost of $67.5 million. 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

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7. Earnings Per Share (Continued)

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 2010, 2009 and 2008, the Company reissued 1,119,335; 450,348; and 190,869 shares, respectively, of treasury stock to fulfill its obligations under its equity incentive plans.

8. Segment Information

Accounting guidance on segments of an enterprise requires companies to report financial and descriptive information about their reportable operating segments, including segment profit or loss, certain specific revenue and expense items, and segment assets, as well as information about the revenues derived from the Company's products and services, the countries in which the Company earns revenues and holds assets, and major customers. This statement also requires companies that have a single reportable segment to disclose information about products and services, information about geographic areas, and information about major customers. This statement requires the use of the management approach to determine the information to be reported. The management approach is based on the way management organizes the enterprise to assess performance and make operating decisions regarding the allocation of resources. The accounting guidance on segments of an enterprise permits the aggregation, based on specific criteria, of several operating segments into one reportable operating segment. Management has chosen to aggregate its operating segments and report segment information as one reportable segment. A discussion of the factors relied upon and processes undertaken by management in determining that the Company meets the aggregation criteria is provided below, followed by the required disclosure regarding the Company's single reportable segment.

Management defines operating segments as individual operations that the Chief Operating Decision Maker ("CODM") (in the Company's case, the Chief Executive Officer) reviews for the purpose of assessing performance and making operating decisions. When evaluating operating segments, management considers whether:

•

The component engages in business activities from which it may earn revenues and incur expenses;

•

The operating results of the component are regularly reviewed by the enterprise's CODM;

•

Discrete financial information is available about the component; and

•

Other factors are present, such as management structure, presentation of information to the Board of Directors and the nature of the business activity of each component.

Based on the factors referenced above, management has determined that the Company has three operating segments, USSC (referred to by the Company as "Supply"), the first-tier operating subsidiary of USI; Lagasse and ORS Nasco. Supply also includes operations in Mexico conducted through a USSC subsidiary, as well as Azerty, which has been consolidated into Supply.

Management has also concluded that the Company's three operating segments meet all of the aggregation criteria required by the accounting guidance. Such determination is based on company-wide similarities in (1) the nature of products and/or services provided, (2) customers served, (3) production processes and/or distribution methods used, (4) economic characteristics including gross margins and operating expenses and (5) regulatory environment. Management further believes aggregate presentation provides more useful information to the financial statement user and is, therefore, consistent with the principles and objectives of the FASB-issued accounting guidance.

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8. Segment Information (Continued)

The following discussion sets forth the required disclosure regarding single reportable segment information:

The Company operates as a single reportable segment as a leading wholesale distributor of business products, with 2010 net sales of approximately $4.8 billion—including foreign operations in Mexico. For the years ended December 31, 2010, 2009 and 2008, the Company's net sales from foreign operations in Mexico totaled $101.0 million, $92.3 million and $96.0 million, respectively. The Company stocks about 100,000 items from over 1,000 manufacturers. This includes a broad spectrum of manufacturers' brand and private brand office products, computer supplies, office furniture, business machines, presentation products, janitorial and breakroom supplies and industrial supplies. The Company primarily serves commercial and contract office products dealers and other independent distributors. The Company sells its products through a national distribution network to over 25,000 resellers, who in turn sell directly to end-consumers. These products are distributed through the Company's network of 64 distribution centers. As of December 31, 2010, 2009, and 2008, long-lived assets of the Company's foreign operations in Mexico totaled $4.7 million in each year.

The Company's product offerings, comprised of about 100,000 SKUs, may be divided into the following primary categories: (i) traditional office products, which include writing instruments, paper products, organizers and calendars and various office accessories; (ii) technology products such as computer supplies and peripherals; (iii) office furniture, such as desks, filing and storage solutions, seating and systems furniture, along with a variety of products for niche markets such as education government, healthcare and professional services; (iv) janitorial and breakroom supplies, which includes janitorial and breakroom supplies, foodservice consumables, safety and security items, and paper and packaging supplies; and (v) industrial supplies which includes hand and power tools, safety and security supplies, janitorial equipment and supplies and welding products. In 2010, the Company's largest supplier was Hewlett-Packard Company, which represented approximately 20% of its total purchases. No other supplier accounted for more than 5% of the Company's total purchases.

The Company's customers include independent office products dealers and contract stationers, office products mega-dealers, office products superstores, computer products resellers, office furniture dealers, mass merchandisers, mail order companies, sanitary supply distributors, drug and grocery store chains, e-commerce dealers and other independent distributors. The Company had one customer, Staples, which constituted 10.7% of its 2010 consolidated net sales. No other single customer

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8. Segment Information (Continued)

accounted for more than 10% of the 2010 consolidated net sales. The following table shows net sales by product category for 2010, 2009 and 2008 (in millions):

	Years Ended December 31,
	2010		2009(1)		2008(1)
Technology products	$	1,666.4	$	1,633.2	$	1,682.6
Traditional office products		1,333.6		1,283.4		1,346.5
Janitorial and breakroom supplies		1,106.5		1,117.7		1,053.4
Office furniture		345.6		355.6		504.0
Industrial supplies		282.3		229.8		300.9
Freight revenue		83.8		80.3		90.9
Other		14.0		10.3		8.6
Total net sales	$	4,832.2	$	4,710.3	$	4,986.9

(1)

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

9. Long-Term Debt

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

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

		As of December 31,
		2010		2009
2007 Credit Agreement—Revolving Credit Facility		$	100,000	$	100,000
2007 Credit Agreement—Term Loan			200,000		200,000
2007 Master Note Purchase Agreement			135,000		135,000
Industrial development bond, maturing in 2011			—		6,800
	Total	$	435,000	$	441,800

As of December 31, 2010 and 2009, 98% of the Company's outstanding debt is priced at variable interest rates based primarily on the applicable bank prime rate, the London InterBank Offered Rate ("LIBOR") or the applicable commercial paper rates related to the Current Receivables Securitization Program. While the Company had primarily all of its outstanding debt based on LIBOR at December 31, 2010 and 2009, the Company had hedged $435.0 million of this debt with three separate interest rate swaps further discussed in Note 2, "Summary of Significant Accounting Policies", and Note 20, "Derivative Financial Instruments", to the Consolidated Financial Statements. As of December 31, 2010 and 2009, the overall weighted average effective borrowing rate of the Company's debt was 5.0%. At year-end funding levels based on $6.8 million, a 50 basis point movement in interest rates would not result in a material increase or decrease in annualized interest expense, on a pre-tax basis, nor upon cash flows from operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Long-Term Debt (Continued)

Current Receivables Securitization Program

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

•

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.

Pursuant to the Receivables Sale Agreement, USSC sells to USFS, on an on-going basis, all the customer accounts receivable and related rights originated by USSC. Pursuant to the Receivables Purchase Agreement, USFS sells to USR, on an on-going basis, all the accounts receivable and related rights purchased from USSC, as well as the accounts receivable and related rights USFS acquired from its then subsidiary, USSRC, upon the termination of the Prior Program. Pursuant to the Transfer and Administration Agreement, USR then sells the receivables and related rights to Bank of America, as agent on behalf of the Investors. The maximum investment to USR at any one time outstanding under the Current Program cannot exceed $100 million. USFS retains servicing responsibility over the receivables. USR is a wholly-owned, bankruptcy remote special purpose subsidiary of USFS. The assets of USR are not available to satisfy the creditors of any other person, including USFS, USSC or USI, until all amounts outstanding under the facility are repaid and the Current Program has been terminated. The maturity date of the Current Program is November 23, 2013, subject to the extension of the commitments of the Investors under the Current Program, which expire on January 20, 2012.

The receivables sold to Bank of America will remain on USI's Condensed Consolidated Balance Sheet, and amounts advanced to USR by Bank of America or any successor Investor will be recorded as debt on USI's Condensed Consolidated Balance Sheet. The cost of such debt will be recorded as interest expense on USI's income statement. As of December 31, 2010 and 2009, $405.5 million and $445.3 million, respectively, of receivables had been sold to the agent. However, no amounts had been borrowed by USR as of those periods.

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

Credit Agreement and Other Debt

On July 5, 2007, USI and USSC entered into a Second Amended and Restated Five-Year Revolving Credit Agreement with PNC Bank, National Association and U.S. Bank National Association, as Syndication Agents, KeyBank National Association and LaSalle Bank, National Association, as

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UNITED STATIONERS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Long-Term Debt (Continued)

Documentation Agents, and JPMorgan Chase Bank, National Association, as Agent (as amended on December 21, 2007, the "2007 Credit Agreement"). The 2007 Credit Agreement provides a Revolving Credit Facility with a committed principal amount of $425 million and a Term Loan in the principal amount of $200 million. Interest on both the Revolving Credit Facility and the Term Loan is based on the three-month LIBOR plus an interest margin based upon the Company's debt to EBITDA ratio (or "Leverage Ratio", as defined in the 2007 Credit Agreement). The 2007 Credit Agreement prohibits the Company from exceeding a Leverage Ratio of 3.25 to 1.00 and imposes other restrictions on the Company's ability to incur additional debt. The Revolving Credit Facility expires on July 5, 2012, which is also the maturity date of the Term Loan.

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

USSC has entered into several interest rate swap transactions to mitigate its floating rate risk on a portion of its total long-term debt. See Note 20, "Derivative Financial Instruments", for further detail on these swap transactions and their accounting treatment.

The 2007 Credit Agreement also provides for the issuance of letters of credit in an aggregate amount of up to a sublimit of $90 million and provides a sublimit for swingline loans in an aggregate outstanding principal amount not to exceed $30 million at any one time. These amounts, as sublimits, do not increase the maximum aggregate principal amount, and any undrawn issued letters of credit and all outstanding swingline loans under the facility reduce the remaining availability under the 2007 Credit Agreement.

The Company had outstanding letters of credit under the 2007 Credit Agreement of $18.6 million and $17.9 million as of December 31, 2010 and December 31, 2009, respectively. Approximately $7.0 million of these letters of credit were used to guarantee the industrial development bond.

As of December 31, 2010 and 2009, the Company had an industrial development bond outstanding with a balance of $6.8 million. This bond is scheduled to mature in 2011 and carries market-based interest rates.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Long-Term Debt (Continued)

Debt maturities as of December 31, 2010, were as follows (in thousands):

Year	Amount
2011	$	6,800
2012		300,000
2013		—
2014		135,000
Later years		—
Total	$	441,800

10. Off-Balance Sheet Financing

General

On March 28, 2003, USSC entered into a third-party receivables securitization program with JP Morgan Chase Bank, as trustee (the "Prior Receivables Securitization Program" or the "Prior Program"). On March 2, 2009, in preparation for entering into a new securitization program (see Note 9, "Debt" for more information on the new program), USI's subsidiaries USFS and USSRC terminated the Prior Program. The Prior Program typically had been the Company's preferred source of floating rate financing, primarily because it generally carried a lower cost than other traditional borrowings.

Under the Prior Program, USSC sold, on a revolving basis, its eligible trade accounts receivable (except for certain excluded accounts receivable, which initially included all accounts receivable of Lagasse, Inc. and foreign operations) to USSRC. USSRC, in turn, ultimately transferred the eligible trade accounts receivable to a trust. The trust then sold investment certificates, which represented an undivided interest in the pool of accounts receivable owned by the trust, to third-party investors. Affiliates of J.P. Morgan Chase Bank, PNC Bank and Fifth Third Bank acted as funding agents. The funding agents, or their affiliates, provided standby liquidity funding to support the sale of the accounts receivable by USSRC under 364-day liquidity facilities. The Prior Program was accounted for as a sale in accordance with FASB accounting guidance on the accounting for transfers and servicing of financial assets and extinguishments of liabilities. Trade accounts receivable sold under the Prior Program were excluded from accounts receivable in the Consolidated Financial Statements.

The Company recognized certain costs and/or losses related to the Prior Program. Costs related to the Prior Program varied on a daily basis and generally were related to certain short-term interest rates. The annual interest rate on the certificates issued under the Prior Program for the first two months of 2009 ranged between 0.6% and 2.3%. In addition to the interest on the certificates, the Company paid certain bank fees related to the program. Losses recognized on the sale of accounts receivable, which represented the interest and bank fees that were the financial cost of funding under the Prior Program including amortization of previously capitalized bank fees and excluding servicing revenues, totaled $8.1 million for 2008. Proceeds from the collections under the Prior Program for 2009 totaled $0.6 billion. All costs and/or losses related to the Prior Program are included in the Condensed Consolidated Statements of Income under the caption "Other Expense, net."

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Off-Balance Sheet Financing (Continued)

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

11. Leases, Contractual Obligations and Contingencies

The Company has entered into non-cancelable long-term leases for certain property and equipment. Future minimum lease payments under operating leases in effect as of December 31, 2010 having initial or remaining non-cancelable lease terms in excess of one year are as follows (in thousands):

Year	Operating Leases(1)
2011	$	49,973
2012		48,278
2013		39,971
2014		31,870
2015		26,416
Later years		56,909
Total required lease payments	$	253,417

(1)

Operating leases are net of immaterial sublease income.

Operating lease expense was approximately $50.8 million, $52.5 million, and $53.5 million in 2010, 2009, and 2008, respectively.

12. Pension Plans and Defined Contribution Plan

Pension Plans

As of December 31, 2010, the Company has pension plans covering approximately 3,300 of its active associates. Non-contributory plans covering non-union associates provide pension benefits that are based on years of credited service and a percentage of annual compensation. Non-contributory plans covering union members generally provide benefits of stated amounts based on years of service. The Company funds the plans in accordance with all applicable laws and regulations. The Company uses December 31 as its measurement date to determine its pension obligations. The non-union plans have been closed to new associates beginning January 1, 2008. In addition, effective January 1, 2008, in accordance with new measurement provisions required by applicable accounting guidance (see Note 2 for "New Accounting Pronouncements"), the Company changed its measurement date to determine its pension obligations to its fiscal year end.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Pension Plans and Defined Contribution Plan (Continued)

Change in Projected Benefit Obligation

The following table sets forth the plans' changes in Projected Benefit Obligation for the years ended December 31, 2010 and 2009 (in thousands):

	2010			2009
Benefit obligation at beginning of year	$	136,159		$	142,855
Service cost—benefit earned during the period		867			1,568
Interest cost on projected benefit obligation		8,221			8,091
Union plan amendments		—			615
Actuarial loss (gain)		9,015			(2,643	)
Decrease in benefit obligation due to plan freeze		—			(11,798	)
Benefits paid		(3,125	)		(2,529	)
Benefit obligation at end of year	$	151,137		$	136,159

The accumulated benefit obligation for the plan as of December 31, 2010 and 2009 totaled $151.1 million and $136.2 million, respectively.

Plan Assets and Investment Policies and Strategies

The following table sets forth the change in the plans' assets for the years ended December 31, 2010 and 2009 (in thousands):

	2010			2009
Fair value of plan assets at beginning of year	$	102,452		$	83,672
Actual return on plan assets		15,721			17,509
Company contributions		8,700			3,800
Benefits paid		(3,125	)		(2,529	)
Fair value of plan assets at end of year	$	123,748		$	102,452

The Company's pension plan investment allocations, as a percentage of the fair value of total plan assets, as of December 31, 2010 and 2009, by asset category are as follows:

Asset Category	2010			2009
Cash		1.6	%		1.8	%
Equity securities		82.0	%		77.2	%
Fixed income		16.4	%		21.0	%
Total		100.0	%		100.0	%

The investment policies and strategies for the Company's pension plan assets are established with the goals of generating above-average investment returns over time, while containing risks within acceptable levels and providing adequate liquidity for the payment of plan obligations. The Company recognizes that there typically are tradeoffs among these objectives, and strives to minimize risk associated with a given expected return.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Pension Plans and Defined Contribution Plan (Continued)

The Company's defined benefit plan assets are measured at fair value on a recurring basis and are invested primarily in a diversified mix of fixed income investments and equity securities. The Company establishes target ranges for investment allocation and sets specific allocations. The target allocations for plan assets are 82 percent equity securities and 18 percent corporate bonds and U.S. Treasuries. Equity securities include investments in large cap and small cap corporations located in the U.S. and a mix of both international and emerging market corporations fixed income securities include investment grade bonds and U.S. treasuries. Other types of investments include commodity futures and Real Estate Investment Trusts (REITs).

The fair values of the Company's pension plan assets at December 31, 2010 and 2009 by asset category are as follows:

Fair Value Measurements at
December 31, 2010 (in thousands)

Asset Category			Total		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash			$	844	$	844
Equity Securities
	U.S. Large Cap	(a)		35,462		35,462
	International Large Core	(b)		28,080		28,080
	Emerging Markets	(c)		10,136		10,136
	U.S. Small Value Fund	(d)		6,460				6,460
	U.S. Small Growth Fund	(e)		6,707		6,707
	Domestic Real Estate	(f)		4,916		4,916
Fixed Income
	U.S. Fixed Income	(g)		20,424		20,424
	Commodities/U.S. Fixed income	(h)		10,719		10,719
Total			$	123,748	$	117,288		6,460	$	—

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Pension Plans and Defined Contribution Plan (Continued)

Fair Value Measurements at
December 31, 2009 (in thousands)

Asset Category			Total		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash			$	288	$	288
Equity Securities
	U.S. Large Cap	(a)		29,881		29,881
	International Large Core	(b)		22,702		22,702
	Emerging Markets	(c)		8,326		8,326
	U.S. Small Value Fund	(d)		5,281				5,281
	U.S. Small Growth Fund	(e)		5,100		5,100
	Domestic Real Estate	(f)		4,423		4,423
Fixed Income
	U.S. Fixed Income	(g)		17,828		17,828
	Commodities/U.S. Fixed income	(h)		8,623		8,623
Total			$	102,452	$	97,171	$	5,281	$	—

(a)

A separately managed, diversified portfolio consisting of publically traded large cap stocks. The portfolio is predominately comprised of U.S. companies but may also hold international company stock.

(b)

A daily valued mutual fund investment. The fund invests in publically traded companies domiciled outside the U.S. and includes companies located in emerging market countries.

(c)

A daily valued mutual fund investment. The fund invests in publically traded companies domiciled in emerging market countries.

(d)

A daily valued commingled fund investment. The fund invests in publically traded, small capitalization companies that are considered value in style. The majority of holdings are domiciled in the U.S. though the fund may hold international stocks. The fund allows for monthly liquidity.

(e)

A daily valued mutual fund investment. The fund invests in publically traded, small capitalization companies that are considered growth in style. The majority of holdings are domiciled in the U.S. though the fund may hold international stocks.

(f)

A daily valued mutual fund investment. The fund invests in publically traded Real Estate Investment Trusts. This is an index mutual fund that tracks the Morgan Stanley REIT Index. The fund normally invests at least 98% of assets that are included in the Morgan Stanley REIT Index.

(g)

A separately managed fixed income portfolio utilized to match the duration of the Plan's liabilities. This liability driven investment portfolio is comprised of Treasury securities including STRIPS and zero coupon bonds as well as high quality corporate bonds.

(h)

A daily valued mutual fund investment. This fund combines a commodities position, typically through swap agreements, with a portfolio of inflation indexed bonds and other fixed income securities. The commodities position is constructed to track the performance of the Dow Jones UBS Commodity Index.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Pension Plans and Defined Contribution Plan (Continued)

Plan Funded Status

The following table sets forth the plans' funded status as of December 31, 2010 and 2009 (in thousands):

	2010			2009
Funded status of the plan	$	(27,389	)	$	(33,707	)
Unrecognized prior service cost		1,242			1,378
Unrecognized net actuarial loss		34,698			34,670
Net amount recognized	$	8,551		$	2,341

Amounts Recognized in Consolidated Balance Sheet

	2010			2009
Accrued benefit liability	$	(27,389	)	$	(33,707	)
Accumulated other comprehensive income		35,940			36,048
Net amount recognized	$	8,551		$	2,341

Components of Net Periodic Benefit Cost

Net periodic pension cost for the years ended December 31, 2010, 2009 and 2008 for pension and supplemental benefit plans includes the following components (in thousands):

	2010			2009			2008
Service cost—benefit earned during the period	$	867		$	1,568		$	5,892
Interest cost on projected benefit obligation		8,221			8,091			7,729
Expected return on plan assets		(8,635	)		(6,871	)		(8,790	)
Amortization of prior service cost		135			113			205
Amortization of actuarial loss		1,902			3,198			594
Curtailment loss		—			182			—
Net periodic pension cost	$	2,490		$	6,281		$	5,630

The estimated net actuarial loss and prior service cost that will be amortized from accumulated other comprehensive loss into the net periodic benefit cost during 2011 are approximately $1.9 million and $0.1 million, respectively.

Assumptions Used

The following tables summarize the Company's actuarial assumptions for discount rates, expected long-term rates of return on plan assets, and rates of increase in compensation and healthcare costs for the years ended December 31, 2010, 2009 and 2008:

	2010			2009			2008
Pension plan assumptions:
Assumed discount rate		5.75	%		6.25	%		6.25	%
Rate of compensation increase		—			3.75	%		3.75	%
Expected long-term rate of return on plan assets		7.75	%		8.25	%		8.25	%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Pension Plans and Defined Contribution Plan (Continued)

For the year ending December 31, 2009, the rate of compensation increase was 3.75% prior to March 1, 2009 when the Company froze pension service benefits for employees not covered by collective bargaining agreements. To select the appropriate actuarial assumptions, management relied on current market conditions, historical information and consultation with and input from the Company's outside actuaries. The expected long-term rate of return on plan assets assumption is based on historical returns and the future expectation of returns for each asset category, as well as the target asset allocation of the asset portfolio. There was no rate of compensation increase in 2010. The change in the assumed discount rate in 2008 did not have a material impact on the Company's net periodic pension cost.

Contributions

The May 15, 2011 contribution amount has not yet been determined.

Estimated Future Benefit Payments

The estimated future benefit payments under the Company's pension plans are as follows (in thousands):

	Amounts
2011	$	5,129
2012		6,102
2013		5,764
2014		6,429
2015		7,952
2016-2020		44,220

Defined Contribution Plan

The Company has a defined contribution plan. Salaried associates and non-union hourly paid associates are eligible to participate after completing six consecutive months of employment. The plan permits associates to have contributions made as 401(k) salary deferrals on their behalf, or as voluntary after-tax contributions, and provides for Company contributions, or contributions matching associates' salary deferral contributions, at the discretion of the Board of Directors. Company contributions to match associates' contributions were approximately $4.7 million, $2.8 million and $5.1 million in 2010, 2009 and 2008, respectively. Effective May 1, 2009 through December 31, 2009, the Company temporarily suspended the matching of employee contributions to the Plan for all exempt associates, which was reinstated beginning January 1, 2010 at a reduced matching percentage. Effective December 31, 2010, the Company made a discretionary contribution to reinstate the full matching percentage for exempt employee contributions.

13. Postretirement Health Benefits

On April 15, 2010, the Company notified the participants that it would terminate the Retiree Medical Plan effective December 31, 2010. The termination of the Retiree Medical plan eliminated any future obligation of the Company to provide cost sharing benefits to current or future retirees. During the twelve month period ended December 31, 2010, the Company recorded a pre-tax gain of $8.8 million for the reversal of actuarially-based liabilities resulting from the amendment of the Retiree Medical Plan. Costs associated with the Company's Retiree Medical Plan were $0.1 million for each of the years ended 2009 and 2008.

The plan was unfunded and provided healthcare benefits to substantially all retired non-union associates and their dependents. Eligibility requirements were based on the individual's age (minimum age of 55), years of service and hire date. The benefits were subject to retiree contributions, deductible, co-payment provision and other limitations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. Postretirement Health Benefits (Continued)

Accrued Postretirement Benefit Obligation

The following table provides the plan's change in Accrued Postretirement Benefit Obligation ("APBO") for the years ended December 31, 2010 and 2009 (in thousands):

	2010			2009
Benefit obligation at beginning of year	$	4,243		$	3,910
Service cost—benefit earned during the period		23			224
Interest cost on projected benefit obligation		91			220
Plan participants' contributions		296			293
Actuarial gain		881			—
Retiree medical plan termination		(5,118	)		—
Benefits paid		(343	)		(404	)
Benefit obligation at end of year	$	73		$	4,243

The balance of $73 thousand represents remaining runout claims not paid by December 31, 2010.

Plan Assets and Investment Policies and Strategies

The Company did not fund its postretirement healthcare plan (see "Plan Funded Status" below). Accordingly, as of December 31, 2010 and 2009, the postretirement healthcare plan held no assets. The following table provides the change in plan assets for the years ended December 31, 2010 and 2009 (in thousands):

	2010			2009
Fair value of plan assets at beginning of year	$	—		$	—
Company contributions		47			111
Plan participants' contributions		296			293
Benefits paid		(343	)		(404	)
Fair value of plan assets at end of year	$	—		$	—

Plan Funded Status

The Company's postretirement healthcare plan was unfunded. The following table sets forth the plans' funded status as of December 31, 2010 and 2009 (in thousands):

	2010			2009
Funded status of the plan	$	(73	)	$	(4,243	)
Amount recognized in accumulated other comprehensive income		—			(4,552	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. Postretirement Health Benefits (Continued)

Components of Net Periodic Postretirement Benefit Cost

The costs of postretirement healthcare benefits for the years ended December 31, 2010, 2009 and 2008 were as follows (in thousands):

	2010			2009			2008
Service cost—benefit earned during the period	$	23		$	224		$	207
Interest cost on projected benefit obligation		91			220			211
Retiree medical plan termination		(5,118	)		—			—
Recognized actuarial gain		(70	)		(321	)		(366	)
Settlement of prior unrecognized gain		(3,683	)		—			—
Net periodic postretirement benefit (income) cost	$	(8,757	)	$	123		$	52

Assumptions Used

The weighted-average assumptions used in accounting for the Company's Retiree Medical Plan for the three years presented are set forth below:

	2010			2009			2008
Assumed average healthcare cost trend		3.00	%		3.00	%		3.00	%
Assumed discount rate		5.75	%		6.25	%		6.25	%

14. Preferred Stock

USI's authorized capital shares include 15 million shares of preferred stock. The rights and preferences of preferred stock are established by USI's Board of Directors upon issuance. As of December 31, 2010 and 2009, USI had no preferred stock outstanding and all 15 million shares are classified as undesignated preferred stock.

15. Income Taxes

The provision for income taxes consisted of the following (in thousands):

			Years Ended December 31,
			2010		2009			2008
Currently Payable
	Federal		$	50,273	$	61,989		$	51,725
	State			7,054		7,467			6,277
		Total currently payable		57,327		69,456			58,002
Deferred, net—
	Federal			11,271		(9,096	)		(215	)
	State			1,645		(1,244	)		662
		Total deferred, net		12,916		(10,340	)		447
Provision for income taxes			$	70,243	$	59,116		$	58,449

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Income Taxes (Continued)

The Company's effective income tax rates for the years ended December 31, 2010, 2009 and 2008 varied from the statutory federal income tax rate as set forth in the following table (in thousands):

	Years Ended December 31,
	2010						2009						2008
	Amount			% of Pre-tax Income			Amount			% of Pre-tax Income			Amount			% of Pre-tax Income
Tax provision based on the federal statutory rate	$	64,048			35.0	%	$	56,035			35.0	%	$	54,902			35.0	%
State and local income taxes—net of federal income tax benefit		5,655			3.1	%		4,045			2.5	%		4,510			2.9	%
Change in tax reserves and accrual adjustments		(74	)		(0.0	)%		272			0.2	%		6			0.0	%
Non-deductible and other		614			0.3	%		(1,236	)		(0.8	)%		(969	)		(0.6	)%
Provision for income taxes	$	70,243			38.4	%	$	59,116			36.9	%	$	58,449			37.3	%

The deferred tax assets and liabilities resulted from temporary differences in the recognition of certain items for financial and tax accounting purposes. The sources of these differences and the related tax effects were as follows (in thousands):

	As of December 31,
	2010				2009
	Assets		Liabilities		Assets		Liabilities
Accrued expenses	$	4,839	$	—	$	15,493	$	—
Allowance for doubtful accounts		10,749		—		13,167		—
Depreciation and amortization		—		25,865		—		22,573
Intangibles arising from acquisitions		—		19,550		—		18,903
Inventory reserves and adjustments		—		22,374		—		21,014
Pension and post-retirement		14,059		—		12,347		—
Interest swap		9,607		—		9,907		—
Share-based compensation		8,591		—		9,873		—
Restructuring costs		3,900		—		688		—
Other		88		—		26		—
Total	$	51,833	$	67,789	$	61,501	$	62,490

In the Consolidated Balance Sheets, these deferred assets and liabilities were classified on a net basis as current and non-current, based on the classification of the related asset or liability or the expected reversal date of the temporary difference.

Accounting for Uncertainty in Income Taxes

At December 31, 2010, the gross unrecognized tax benefits decreased to $4.5 million. At December 31, 2009 and 2008, the Company had $5.0 million and $8.0 million, respectively, in gross unrecognized tax

78

UNITED STATIONERS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Income Taxes (Continued)

benefits. The following table shows the changes in gross unrecognized tax benefits, for the years ended December 31, 2010, 2009 and 2008 (in thousands):

	2010			2009			2008
Beginning Balance, January 1	$	5,036		$	8,000		$	9,191
Additions based on tax provisions taken during a prior period		208			352			30
Reductions based on tax provisions taken during a prior period		(17	)		(1,383	)		(418	)
Additions based on tax provisions taken during the current period		359			521			503
Reductions related to settlement of tax matters		(377	)		(1,137	)		—
Reductions related to lapses of applicable statutes of limitation		(709	)		(1,317	)		(1,306	)
Ending Balance, December 31	$	4,500		$	5,036		$	8,000

At December 31, 2010, 2009 and 2008, $4.5 million, $5.0 million and $8.0 million, respectively, of these gross unrecognized tax benefits would, if recognized, decrease the Company's effective tax rate.

The Company recognizes net interest and penalties related to unrecognized tax benefits in income tax expense. The gross amount of interest and penalties reflected in the Consolidated Statement of Income for the years ended December 31, 2010, 2009 and 2008 were income of $0.1 million and $0.7 million and expense of $0.2 million, respectively. The Consolidated Balance Sheets at December 31, 2010 and 2009 include $1.0 and $1.1 million, respectively, accrued for the potential payment of interest and penalties.

As of December 31, 2010, the Company's U.S. Federal income tax returns for 2007 and subsequent years remain subject to examination by tax authorities. In addition, the Company's state income tax returns for the 2001 and subsequent tax years remain subject to examinations by state and local income tax authorities. Although the Company is not currently under examination by the IRS, a number of state and local examinations are currently ongoing. Due to the potential for resolution of ongoing examinations and the expiration of various statutes of limitation, it is reasonably possible that the Company's gross unrecognized tax benefits balance may change within the next twelve months by a range of zero to $2.4 million.

79

UNITED STATIONERS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. Supplemental Cash Flow Information

In addition to the information provided in the Consolidated Statements of Cash Flows, the following are supplemental disclosures of cash flow information for the years ended December 31, 2010, 2009 and 2008 (in thousands):

		Years Ended December 31,
		2010		2009		2008
Cash Paid During the Year For:
	Interest	$	25,890	$	26,937	$	20,522
	Loss on the sale of trade accounts receivable		—		423		8,409
	Income taxes, net		59,121		65,419		55,364

17. Other Expense

The following table sets forth the components of other expense (dollars in thousands):

	Years Ended December 31,
	2010		2009		2008
Loss on sale of accounts receivable, net of servicing revenue	$	—	$	204	$	8,079
Other		809		—		—
Total	$	809	$	204	$	8,079

The Company revalued the MBS Dev earn-out acquisition liabilities to $5.1 million based on the fair value of each earn-out as of that date and recorded a non-cash, pre-tax charge of $0.8 million in Other Expense, net. See Note 1, "Acquisition and Investments", for further information.

18. Fair Value of Financial Instruments

The estimated fair value of the Company's financial instruments approximates their net carrying values. The estimated fair values of the Company's financial instruments are as follows (in thousands):

	As of December 31,
	2010				2009
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash and cash equivalents	$	21,301	$	21,301	$	18,555	$	18,555
Accounts receivable, net		628,119		628,119		641,317		641,317
Accounts payable		421,566		421,566		390,883		390,883
Debt		441,800		441,800		441,800		441,800
Long-term interest rate swap liability		25,215		25,215		26,070		26,070

The fair value of the interest rate swaps is estimated based upon the amount that the Company would receive or pay to terminate the agreements as of December 31 of each year. See Note 20, "Derivative Financial Instruments", for further information.

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UNITED STATIONERS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

19. Other Assets and Liabilities

Other assets and liabilities as of December 31, 2010 and 2009 were as follows (in thousands):

	As of December 31,
	2010		2009
Other Long-Term Assets, net:
Investment in deferred compensation	$	4,448	$	3,939
Long-Term notes receivable		6,950		5,146
Investment in equity		4,313		—
Capitalized financing costs		1,432		2,069
Long-Term prepaid expenses		724		1,154
Other		67		63
Total other long-term assets, net	$	17,934	$	12,371
Other Long-Term Liabilities:
Accrued pension obligation	$	27,389	$	33,707
Deferred rent		18,535		18,067
Deferred directors compensation		4,455		3,939
Postretirement benefits		—		4,132
Long-Term swap liability		25,215		26,070
Long-Term income tax liability		4,857		5,380
Other		4,808		2,407
Total other long-term liabilities	$	85,259	$	93,702

20. Derivative Financial Instruments

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

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

Subsequently, on December 20, 2007, USSC entered into another interest rate swap transaction (the "December 2007 Swap Transaction") with Key Bank National Association as the counterparty. USSC entered into the December 2007 Swap Transaction to mitigate USSC's floating rate risk on an aggregate of $200 million of LIBOR based interest rate risk. Under the terms of the December 2007 Swap Transaction, USSC is required to make quarterly fixed rate payments to the counterparty calculated

81

UNITED STATIONERS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20. Derivative Financial Instruments (Continued)

based on a notional amount of $200 million at a fixed rate of 4.075%, while the counterparty is obligated to make quarterly floating rate payments to USSC based on the three-month LIBOR on the same referenced notional amount. The December 2007 Swap Transaction has an effective date of December 21, 2007 and a termination date of June 21, 2012. Notwithstanding the terms of the December 2007 Swap Transaction, USSC is ultimately obligated for all amounts due and payable under its credit agreements.

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

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

Approximately 98% ($435 million) of the Company's debt had its interest payments designated as the hedged forecasted transactions to interest rate swap agreements at December 31, 2010.

82

UNITED STATIONERS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20. Derivative Financial Instruments (Continued)

The interest rate swap agreements accounted for as cash flow hedges that were outstanding and recorded at fair value on the statement of financial position as of December 31, 2010 were as follows (in thousands):

As of December 31, 2010	Notional Amount		Receive	Pay			Maturity Date	Fair Value Asset (Liability)(1)
November 2007 Swap Transaction	$	135,000	Floating 3-month LIBOR		4.674	%	January 15, 2013	$	(10,784	)
December 2007 Swap Transaction		200,000	Floating 3-month LIBOR		4.075	%	June 21, 2012		(10,443	)
March 2008 Swap Transaction		100,000	Floating 3-month LIBOR		3.212	%	June 29, 2012		(3,988	)

(1)

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

The Company's agreements with its derivative counterparties provide that if an event of default occurs on any Company debt of $25 million or more, the counterparties can terminate the swap agreements. If an event of default had occurred and the counterparties had exercised their early termination rights under the swap agreements as of December 31, 2010, the Company would have been required to pay the aggregate fair value net liability of $25.2 million plus accrued interest to the counterparties.

These interest rate swap agreements contain no ineffectiveness; therefore, all gains or losses on these derivative instruments are reported as a component of other comprehensive income ("OCI") and reclassified into earnings as "interest expense" in the same period or periods during which the hedged transaction affects earnings. The following table depicts the effect of these derivative instruments on the statement of income for the year ended December 31, 2010.

83

UNITED STATIONERS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20. Derivative Financial Instruments (Continued)

	Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)							Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
							Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
	At December 31, 2009			At December 31, 2010				For the Year Ended December 31, 2010
November 2007 Swap Transaction	$	(6,614	)	$	(6,681	)	Interest expense, net; Income tax expense	$	(67	)
December 2007 Swap Transaction		(7,230	)		(6,470	)	Interest expense, net; Income tax expense		760
March 2008 Swap Transaction		(2,306	)		(2,470	)	Interest expense, net; Income tax expense		(164	)

21. Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including interest rate swap liabilities related to interest rate swap derivatives based on the mark-to-market position of the Company's interest rate swap positions and other observable interest rates (see Note 20, "Derivative Financial Instruments", for more information on these interest rate swaps).

FASB 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 category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The following table summarizes the financial instruments measured at fair value in the accompanying Consolidated Balance Sheets as of December 31, 2010 and 2009 (in thousands):

		Fair Value Measurements as of December 31, 2010
				Quoted Market Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
		Total		Level 1		Level 2		Level 3
Liabilities
	Interest rate swap liability	$	25,215	$	—	$	25,215	$	—

84

UNITED STATIONERS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

21. Fair Value Measurements (Continued)

		Fair Value Measurements as of December 31, 2009
				Quoted Market Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
		Total		Level 1		Level 2		Level 3
Liabilities
	Interest rate swap liability	$	26,070	$	—	$	26,070	$	—

The carrying amount of accounts receivable at December 31, 2010 and 2009, including $405.5 million and $445.3 million, respectively, of receivables sold under the Current Receivables Securitization Program, approximates fair value because of the short-term nature of this item.

FASB 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 December 31, 2010, no assets or liabilities are measured at fair value on a nonrecurring basis.

22. Quarterly Financial Data—Unaudited

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Total(1)
	(dollars in thousands, except per share data)
Year Ended December 31, 2010:
Net sales	$	1,154,309	$	1,220,759	$	1,270,701	$	1,186,468	$	4,832,237
Gross profit		166,866		179,239		194,861		189,589		730,555
Net income(2)		18,225		27,002		36,470		31,060		112,757
Net income per share—basic	$	0.77	$	1.12	$	1.56	$	1.34	$	4.86
Net income per share—diluted	$	0.73	$	1.10	$	1.53	$	1.31	$	4.67
Year Ended December 31, 2009:
Net sales	$	1,121,307	$	1,159,195	$	1,246,743	$	1,183,046	$	4,710,291
Gross profit		164,336		163,413		184,896		177,996		690,641
Net income(3)		13,521		21,158		33,468		32,838		100,985
Net income per share—basic	$	0.57	$	0.91	$	1.43	$	1.40	$	4.32
Net income per share—diluted	$	0.57	$	0.88	$	1.38	$	1.33	$	4.19

(1)

As a result of changes in the number of common and common equivalent shares during the year, the sum of quarterly earnings per share will not necessarily equal earnings per share for the total year.

(2)

2010 results were impacted by the following items: (1) a $9.1 million or $0.23 per diluted share charge for early retirement/workforce realignment in the fourth quarter (2) an $11.9 million or $0.30 per diluted share reversal for vacation pay policy change in the fourth quarter and (3) an $8.8 million, or $0.23 per diluted share reversal for Retiree Medical Plan termination in the second, third, and fourth quarters.

(3)

2009 results were impacted by the following items: (1) a $14.0 million, or $0.37 per diluted share negotiated settlement with a service supplier in the fourth quarter and (2) a $3.4 million, or $0.09 per diluted share severance charge from the first quarter of 2009.

85

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

The Registrant had no disagreements on accounting and financial disclosure of the type referred to in Item 304 of Regulation S-K.

ITEM 9A.    CONTROLS AND PROCEDURES.

Attached as exhibits to this Annual Report are certifications of the Company's Chief Executive Officer ("CEO") and Senior Vice President and Chief Financial Officer ("CFO"), which are required in accordance with Rule 13a-14 under the Exchange Act. This "Controls and Procedures" section includes information concerning the controls and controls evaluation referred to in such certifications. It should be read in conjunction with the reports of the Company's management on the Company's internal control over financial reporting and the report thereon of Ernst & Young LLP referred to below.

Inherent Limitations on Effectiveness of Controls

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

Disclosure Controls and Procedures

At the end of the period covered by this Annual Report on Form 10-K the Company's management performed an evaluation, under the supervision and with the participation of the Company's CEO and CFO, of the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Such disclosure controls and procedures ("Disclosure Controls") are controls and other procedures designed to provide reasonable assurance that information required to be disclosed in USI's reports filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Management's quarterly evaluation of Disclosure Controls includes an evaluation of some components of the Company's internal control over financial reporting, and internal control over financial reporting is also separately evaluated on an annual basis.

Based on this evaluation, the Company's management (including its CEO and CFO) concluded that, as of December 31, 2010, the Company's Disclosure Controls were effective, subject to the inherent limitations noted above in this Item 9A.

86

Management's Report on Internal Control over Financial Reporting and Related Report of Independent Registered Public Accounting Firm

Management's report on internal control over financial reporting and the report of Ernst & Young LLP, the Company's independent registered public accounting firm, regarding its audit of the Company's internal control over financial reporting are included in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes to the Company's internal control over financial reporting that occurred during the last quarter of 2010 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

For information about the Company's executive officers, see "Executive Officers of the Registrant" included as Item 4A of this Annual Report on Form 10-K. In addition, the information contained under the captions "Proposal 1: Election of Directors" and "Voting Securities and Principal Holders—Section 16(a) Beneficial Ownership Reporting Compliance" in USI's Proxy Statement for its 2011 Annual Meeting of Stockholders ("2011 Proxy Statement") is incorporated herein by reference.

The information required by Item 10 regarding the Audit Committee's composition and the presence of an "audit committee financial expert" is incorporated herein by reference to the information under the captions "Governance and Board Matters—Board Committees—General" and "—Audit Committee" in USI's 2011 Proxy Statement. In addition, information regarding delinquent filers pursuant to Item 405 of Regulation S-K is incorporated by reference to the information under the captions "Section 16(a) Beneficial Ownership Reporting Compliance" in USI's 2011 Proxy Statement.

The Company has adopted a code of ethics (its "Code of Business Conduct") that applies to all directors, officers and associates, including the Company's CEO, CFO and Controller, and other executive officers identified pursuant to this Item 10. A copy of this Code of Business Conduct is available on the Company's Web site at www.unitedstationers.com. The Company intends to disclose any significant amendments to and waivers of its Code of Conduct by posting the required information at this Web site within the required time periods.

ITEM 11.    EXECUTIVE COMPENSATION.

The information required to be furnished pursuant to this Item is incorporated herein by reference to the information under the captions "Director Compensation", "Executive Compensation" and "Compensation Committee Interlocks and Insider Participation" in USI's 2011 Proxy Statement.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The beneficial ownership information required to be furnished pursuant to this Item is incorporated herein by reference to the information under the captions "Voting Securities and Principal Holders—Security Ownership of Certain Beneficial Owners" and "Voting Securities and Principal Holders—Security Ownership of Management" in USI's 2011 Proxy Statement. Information relating to securities authorized for issuance under United's equity plans is incorporated herein by reference to the information under the caption "Equity Compensation Plan Information" in USI's 2011 Proxy Statement.

87

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required to be furnished pursuant to this Item is incorporated herein by reference to the information under the caption "Certain Relationships and Related Transactions" in USI's 2011 Proxy Statement.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES.

The information required to be furnished pursuant to this Item is incorporated herein by reference to the information under the captions "Proposal 2: Ratification of Selection of Independent Registered Public Accountants—Fee Information" and "—Audit Committee Pre-Approval Policy" in USI's 2011 Proxy Statement.

88

PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)

The following financial statements, schedules and exhibits are filed as part of this report:

		Page No.
(1)	Financial Statements of the Company:
	Management Report on Internal Control Over Financial Reporting		41
	Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting		42
	Report of Independent Registered Public Accounting Firm		43
	Consolidated Statements of Income for the years ended December 31, 2010, 2009 and 2008		44
	Consolidated Balance Sheets as of December 31, 2010 and 2009		45
	Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2010, 2009 and 2008		46
	Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008		47
	Notes to Consolidated Financial Statements		48
(2)	Financial Statement Schedule:
	Schedule II—Valuation and Qualifying Accounts		95
	All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
(3)	Exhibits (numbered in accordance with Item 601 of Regulation S-K):

The Company is including as exhibits to this Annual Report certain documents that it has previously filed with the SEC as exhibits, and it is incorporating such documents as exhibits herein by reference from the respective filings identified in parentheses at the end of the exhibit descriptions. Except where otherwise indicated, the identified SEC filings from which such exhibits are incorporated by reference were made by the Company (under USI's file number of 0-10653). The management contracts and compensatory plans or arrangements required to be included as exhibits to this Annual Report pursuant to Item 15(b) are listed below as Exhibits 10.10 through 10.16, Exhibits 10.18 through 10.19, Exhibits 10.25 through 10.34, and Exhibits 10.39 through 10.40, inclusive, and each of them is marked with a double asterisk at the end of the related exhibit description.

89

Exhibit Number		Description
	2.1	Agreement for Purchase and Sale of Stock of MBS Dev. Inc. dated as of February 26, 2010, among the Stockholders of MBS Dev. Inc. and United Stationers Supply Co. ("USSC") (Exhibit 2.1 to the Company's Form 10-Q for the quarter ended March 31, 2010, filed on May 6, 2010 (the "Form 10-Q filed on May 6, 2010"))
	3.1	Second Restated Certificate of Incorporation of United Stationers, Inc. ("USI" or the "Company"), dated as of March 19, 2002 (Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001, filed on April 1, 2002 (the "2001 Form 10-K"))
	3.2	Amended and Restated Bylaws of United Stationers Inc., dated as of July 16, 2009 (Exhibit 3.2 to the 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 USI, USSC, and the note purchasers identified therein (the "2007 Note Purchase Agreement") (Exhibit 4.1 to the Company's Form 10-Q for the quarter ended June 30, 2010, filed on August 6, 2010 (the "Form 10-Q 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 (the "Form 10-Q 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 Form 10-Q filed on November 7, 2007)
	10.1	Guaranty, dated as of March 21, 2003, by USSC, as borrower, USI, Azerty Incorporated, Lagasse, Inc., USFS, and USTS in favor of Bank One, NA as administrative agent (Exhibit 4.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 2002, filed on March 31, 2003 (the "2002 Form 10-K")
	10.2	Lease Agreement, dated as of January 12, 1993, as amended, among Stationers Antelope Joint Venture, AVP Trust, Adon V. Panattoni, Yolanda M. Panattoni and USSC (Exhibit 10.32 to the Company's Form S-1 (SEC File No. 033-59811-01) filed on July 28, 1995 (the "1995 S-1")
	10.3	Second Amendment to Lease, dated as of November 22, 2002, between Stationers Joint Venture and USSC (Exhibit 10.8 to the Company's Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 15, 2004 (the "2003 Form 10-K")
	10.4*	Second Amendment to Lease Agreement, dated as of September 23, 2010, between Tisha Land Company, LLC, successor-in-interest to Panattoni Investments, LLC, and USSC
	10.5*	Third Amendment to Lease Agreement, dated as of August 8, 2008, between Corum Carol Stream Associates, LLC and USSC
	10.6*	Second Amendment to Industrial Lease Agreement, executed as of May 27, 2010, by and between Allianz Life Insurance Co. successor-in-interest-to Duke Construction Limited Partnership and USSC
	10.7*	First Amendment to Industrial Lease Agreement, dated May 1, 2008, between Allianz Life Insurance Co. of North America and USSC
	10.8	Industrial/Commercial Single Tenant Lease—Net, dated November 4, 2004, between Cransud One, L.L.C. and USSC (Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended December 31, 2004, filed March 16, 2005)
	10.9	Lease, dated July 25, 2005, among United, USSC and Carr Parkway North I, LLC (Exhibit 10.1 to the Company's Form 10-Q filed on August 9, 2005)

90

Exhibit Number		Description
	10.10	United Stationers Inc. 1992 Management Equity Plan (as amended and restated as of July 31, 2002) (Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, filed on November 14, 2002 ("Form 10-Q filed on November 14, 2002"))**
	10.11	United Stationers Inc. 2000 Management Equity Plan (as amended and restated as of July 31, 2002) (Exhibit 10.1 to the Company's Form 10-Q filed on November 14, 2002)**
	10.12	Form of grant letter used for grants of non-qualified options to non-employee directors under the 2004 Long-Term Incentive Plan (Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on September 3, 2004 (the "September 3, 2004 Form 8-K"))**
	10.13	Form of grant letter used for grants of non-qualified stock options to employees under the 2004 Long-Term Incentive Plan (Exhibit 10.2 to the September 3, 2004 Form 8-K)**
	10.14	Form of Indemnification Agreement entered into between USI and (for purposes of one provision) USSC with directors and various executive officers of USI (Exhibit 10.36 to the Company's 2001 Form 10-K) **
	10.15	Form of Indemnification Agreement entered into by USI and (for purposes of one provision) USSC with each of Richard W. Gochnauer, and other directors and executive officers of USI (Exhibit 10.7 to the Company's Form 10-Q filed on November 14, 2002)**
	10.16	Form of Indemnification Agreement entered into by USI and (for purposes of one provision) USSC with P. Cody Phipps, and other executive officers of USI (Exhibit 10.3 to the Company's Form 10-Q for the quarter ended June 30, 2004, filed on August 6, 2004)**
	10.17	Omnibus Amendment dated as of March 23, 2008, by and among USSR, USFS, Falcon Asset Securitization Corporation, PNC Bank, National Association, Market Street Funding LLC, JPMorgan Chase Bank, NA,, and Fifth Third Bank (Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009 (the "2008 Form 10-K"))
	10.18	Non-Qualified Stock Option Grant Letter, dated as of July 24, 2007 among United Stationers Inc. and Victoria J. Reich (Exhibit 10.2 to the Form 10-Q filed on November 7, 2007)**
	10.19	Form of Restricted Stock Award Agreement for Section 16 Officers under the 2004 Long-Term Incentive Plan (Exhibit 10.3 to the Form 10-Q filed on November 7, 2007)**
	10.20	Amended and Restated Pledge and Security Agreement dated as of October 15, 2007, among United Stationers Inc., USSC, Lagasse, Inc., USTS and USFS and JPMorgan Chase Bank, N.A. as collateral agent (Exhibit 10.1 to the Form 10-Q filed on August 6, 2010)
	10.21	Intercreditor Agreement, dated as of October 15, 2007, by and among JPMorgan Chase Bank, NA, in its capacity as agent and contractual representative, and the holders of the notes issued pursuant to the 2007 Note Purchase Agreement (Exhibit 10.6 to the Form 10-Q filed on November 7, 2007)
	10.22*†	Second Amended and Restated Five-Year Revolving Credit Agreement, dated July 5, 2007, among USSC, as borrower, USI, as a credit party, JPMorgan Chase Bank, National Association in its capacity as agent, and the financial institutions listed on the signature pages thereof
	10.23	Reaffirmation, dated July 5, 2007 among USI, USSC, Lagasse, Inc., USTS and USFS (Exhibit 10.2 to the Company's Current Report on Form 8-K filed on July 11, 2007)

91

Exhibit Number		Description
	10.24	Amendment No. 1, dated December 21, 2007, to Second Amended and Restated Five-Year Revolving Credit Agreement, dated July 5, 2007, among USSC, as borrower, USI, as a credit party, JPMorgan Chase Bank, National Association, in its capacity as agent, and the financial institutions listed on the signature pages thereof (Exhibit 10.3 to the Form 10-Q filed on August 6, 2010)
	10.25	United Stationers Inc. Nonemployee Directors' Deferred Stock Compensation Plan effective January 1, 2009 (Exhibit 10.33 to the 2008 Form 10-K)**
	10.26	United Stationers Supply Co. Amended and Restated Deferred Compensation Plan, effective as of January 1, 2009 (Exhibit 10.26 to the 2009 Form 10-K)**
	10.27	Executive Employment Agreement, effective as of December 31, 2008, by and among USI, USSC, and Richard W. Gochnauer (Exhibit 10.36 to the 2008 Form 10-K)**
	10.28	Executive Employment Agreement, effective December 31, 2008, by and among USI, USSC and Stephen A. Schultz (Exhibit 10.37 to the 2008 Form 10-K)**
	10.29	Executive Employment Agreement, effective as of December 31, 2008, by and among USI, USSC and P. Cody Phipps (Exhibit 10.38 to the 2008 Form 10-K)**
	10.30	Executive Employment Agreement, effective as of December 31, 2008, by and among USI, USSC and Patrick T. Collins (Exhibit 10.39 to the 2008 Form 10-K)**
	10.31	Executive Employment Agreement, effective as of December 31, 2008, by and among USI, USSC and Victoria J. Reich (Exhibit 10.40 to the 2008 Form 10-K)**
	10.32	United Stationers Inc. Amended and Restated 2004 Long-Term Incentive Plan effective as of January 1, 2009 (Exhibit 10.43 to the 2008 Form 10-K)**
	10.33	Form of Restricted Stock Award Agreement for Non-Employee Directors (Exhibit 10.4 to the Company's Form 10-Q for the quarter ended September 30, 2009, filed on November 7, 2008 (the "Form 10-Q filed on November 7, 2008"))**
	10.34	Form of Restricted Stock Award Unit Agreement for Non-Employee Directors (Exhibit 10.5 to the Form 10-Q filed on November 7, 2008)**
	10.35*†	Transfer and Administration agreement, by and among United Stationers Receivables, LLC, ("USR"), USSCO as Originator, USFS, as Seller and Servicer, Enterprise Funding Company LLC, as a Conduit Investor, Market Street Funding LLC, as a Conduit Investor, Bank of America, National Association, as Agent, as a Class Agent and as an Alternate Investor, PNC Bank, National Association, as a Class Agent and as an Alternate Investor, and the other alternate investors from time to time parties thereto
	10.36	Receivables Sale Agreement by and between USSC, as Originator, and USFS, as Purchaser (Exhibit 10.2 to the Company's Form 10-Q for the quarter ended March 31, 2009, filed on May 8, 2009 (the "Form 10-Q filed on May 8, 2009"))
	10.37	Receivables Purchase Agreement by and between USFS, as Seller, and USR, as Purchaser (Exhibit 10.3 to the Form 10-Q filed on August 6, 2010)
	10.38	Performance Guarantee among USI, as Performance Guarantee, and USR, as Recipient (Exhibit 10.4 to the Form 10-Q filed on May 8, 2009)
	10.39	Form of Restricted Stock Unit Award Agreement under the 2004 Long-Term Incentive Plan (Exhibit 10.10 to the Form 10-Q filed on May 8, 2009)**
	10.40	Restricted Stock Unit Award Agreement between USI and Stephen A. Schultz, effective March 4, 2008 (Exhibit 10.42 to the 2009 Form 10-K)**
	10.41	First Amendment to the Transfer and Administration Agreement, dated as of May 14, 2009, among, USSC, USFS, USR, Enterprise Funding Company LLC, Market Street Funding LLC, Bank of America, National Association, and PNC Bank, National Association (Exhibit 10.43 to the 2009 Form 10-K)

92

Exhibit Number		Description
	10.42	Second Amendment to the Transfer and Administration Agreement, dated as of November 20, 2009, among, USSC, USFS, USR, Enterprise Funding Company LLC, Market Street Funding LLC, Bank of America, National Association, and PNC Bank, National Association (Exhibit 10.44 to the 2009 Form 10-K)
	10.43	Third Amendment to the Transfer and Administration Agreement, dated as of January 22, 20010, among, USSC, USFS, USR, Enterprise Funding Company LLC, and Bank of America, National Association (Exhibit 10.45 to the 2009 Form 10-K)
	10.44*	Fourth Amendment to the Transfer and Administration Agreement, dated as of March 30, 2010, among, USSC, USFS, USR, Enterprise Funding Company LLC, and Bank of America, National Association
	10.45*	Fifth Amendment to the Transfer and Administration Agreement, dated as of June 30, 2010, among, USSC, USFS, USR, Enterprise Funding Company LLC, and Bank of America, National Association
	10.46*†	Sixth Amendment to the Transfer and Administration Agreement, dated as of January 21, 2011, among, USSC, USFS, USR, Enterprise Funding Company LLC, and Bank of America, National Association
	21*	Subsidiaries of USI
	23*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
	31.1*	Certification of Chief Executive Officer, dated as of February 25, 2011, as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 by Richard W. Gochnauer
	31.2*	Certification of Chief Financial Officer, dated as of February 25, 2011, as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 by Victoria J. Reich
	32.1*	Certification Pursuant to 18 U.S.C. Section 1350, dated February 25, 2011, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Richard W. Gochnauer and Victoria J. Reich
	101*	The following financial information from United Stationers Inc.'s Annual Report on Form 10-K for the period ended December 31, 2010, filed with the SEC on February 25, 2011, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statement of Income for the years ended December 31, 2010, 2009 and 2008, (ii) the Consolidated Balance Sheets at December 31, 2010 and 2009, (iii) the Consolidated Statement of Cash Flows for the years ended December 31, 2010, 2009 and 2008, and (iv) Notes to Consolidated Financial Statements.

*

Filed herewith.

**

Represents a management contract or compensatory plan or arrangement.

†

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

93

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
	BY:	/s/ RICHARD W. GOCHNAUER Richard W. Gochnauer Chief Executive Officer (Principal Executive Officer)
Dated: February 25, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Capacity	Date
/s/ RICHARD W. GOCHNAUER Richard W. Gochnauer	Chief Executive Officer (Principal Executive Officer) and a Director	February 25, 2011
/s/ VICTORIA J. REICH Victoria J. Reich	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	February 25, 2011
/s/ KENNETH M. NICKEL Kenneth M. Nickel	Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)	February 25, 2011
/s/ FREDERICK B. HEGI, JR. Frederick B. Hegi, Jr.	Chairman of the Board of Directors	February 25, 2011
/s/ ROBERT B. AIKEN, JR. Robert B. Aiken, Jr.	Director	February 25, 2011
/s/ JEAN S. BLACKWELL Jean S. Blackwell	Director	February 25, 2011
/s/ DANIEL J. CONNORS Daniel J. Connors	Director	February 25, 2011
/s/ CHARLES K. CROVITZ Charles K. Crovitz	Director	February 25, 2011
/s/ DANIEL J. GOOD Daniel J. Good	Director	February 25, 2011
/s/ ROY W. HALEY Roy W. Haley	Director	February 25, 2011
/s/ BENSON P. SHAPIRO Benson P. Shapiro	Director	February 25, 2011
/s/ ALEX D. ZOGHLIN Alex D. Zoghlin	Director	February 25, 2011

94

SCHEDULE II

UNITED STATIONERS INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 2010, 2009 and 2008

Description (in thousands)		Balance at Beginning of Period		Additions Charged to Costs and Expenses		Deductions(1)			Balance at End of Period
Allowance for doubtful accounts(2):
	2010	$	35,216	$	7,300	$	(13,437	)	$	29,079
	2009		32,544		12,218		(9,546	)		35,216
	2008		19,245		16,469		(3,170	)		32,544

(1)—net of any recoveries

(2)—represents allowance for doubtful accounts related to the retained interest in receivables sold and accounts receivable, net.

95

EX-10.4

Exhibit 10.4

2nd AMENDMENT TO LEASE AGREEMENT

This 2ND AMENDMENT TO LEASE AGREEMENT (this “2nd Amendment”) is made by and between TISHA LAND COMPANY, LLC, a California limited liability company (“Landlord”), who is the successor-in-interest to Panattoni Investments, LLC, a California limited liability company, Diepenbrock Investment Properties, a California limited liability company, and Souza Investments, LLC, a California limited liability company, and UNITED STATIONERS SUPPLY CO., an Illinois corporation (“Tenant”).

This 2nd Amendment is entered into on September 23, 2010 and amends that certain Lease Agreement dated December 1, 2001 (the “Original Lease”) and that certain Amendment to Lease Agreement dated September -, 2003 (the “1st Amendment”).  The Original Lease, as amended by the 1st Amendment, shall be hereinafter referred to as the “Existing Lease”.  The Existing Lease, as amended by this 2nd Amendment, shall be hereinafter referred to as the “Lease”.

To the extent of any inconsistencies or contradictions between the terms and conditions of the Existing Lease and this 2nd Amendment, the terms and conditions contained herein shall supersede and take precedence over those contained in the Existing Lease.

1.Existing Lease. The Lease Term under the Existing Lease shall be modified by this 2nd Amendment.

2.Lease Expiration.  Notwithstanding anything to the contrary contained in the Existing Lease, the Lease Term shall expire on August 31, 2020.

3.New Base Rent Schedule. Notwithstanding anything to the contrary contained in the Existing Lease, Tenant shall pay Base Rent for the following periods as follows:

October 1, 2010 – August 31, 2011	$	62,500/mo
September 1, 2011 – August 31, 2012	$	63,750/mo
September 1, 2012 – August 31, 2013	$	65,025/mo
September 1, 2013 – August 31, 2014	$	66,326/mo
September 1, 2014 – August 31, 2015	$	67,652/mo
September 1, 2015 – August 31, 2016	$	69,005/mo
September 1, 2016 – August 31, 2017	$	70,385/mo
September 1, 2017 – August 31, 2018	$	71,793/mo
September 1, 2018 – August 31, 2019	$	73,229/mo
September 1, 2019 – August 31, 2020	$	74,693/mo

4.Tenant Improvements: Landlord, at Landlord’s sole cost and expense, shall perform the following improvements (collectively, the “Improvements”):

A.Caulking the concrete exterior wall joints as needed throughout the building, which work shall commence within thirty (30) days of mutual execution and delivery of this 2nd Amendment and be completed diligently thereafter;

B.Fill asphalt paving cracks in the parking lot, which work shall commence within thirty (30) days of mutual execution and delivery of this 2nd Amendment and be completed diligently thereafter;

Initials

C.Apply seal coat to, and stripe, parking lot, which work shall be completed by July 1, 2012; and

D.Separate thermostats and appropriate  mechanical work  shall be provided for the HVAC unit that currently handles the break room and the other portion of the office to allow for separate  temperature  control of the office and break room areas (such that the HVAC unit will not have to heat or cool unoccupied or unused areas).  Work shall be completed by May 30, 2011.  Landlord agrees to cover these costs to a maximum amount of six thousand dollars ($6,000).  Any costs above this amount shall be borne by Tenant.

Tenant shall cooperate with Landlord’s performance of the Improvements, including, without limitation, giving Landlord commercially reasonable access to the Property to perform the Improvements during normal business hours.  By execution of this 2nd Amendment, Tenant authorizes Landlord to enter upon the Property to perform the Improvements and acknowledges and agrees that Tenant may have limited access to the Property during Landlord’s performance of the Improvements.  However, Landlord agrees to use commercially reasonable efforts to coordinate the timing of the performance of the Improvements with Tenant in order to minimize disruption to the operations of Tenant at the Premises.  Tenant hereby releases Landlord from any and all costs, claims, damage s, injuries, liabilities or expenses Tenant may incur as a result of Landlord’s access to the Property and the performance of the Improvements, except to the extent caused by Landlord’s gross negligence or willful misconduct.  The foregoing grammatical paragraph is in addition to, and not in replacement of, the terms of Sections 5.06 and 6.02 of the Existing Lease.

5.Options to Extend: Tenant shall have the right to extend the Lease Term (the “Extension Option”) for two (2), five (5)-year periods (each an “Option Term”) if Tenant (i) gives Landlord written notice of such election (the “Option Notice”) not later than ninety (90) days before the expiration of the then applicable Lease Term; and (ii) there exists no uncured material default on the part of Tenant under the Lease (as described in Section 10.02 of the Original Lease) on the date of giving the Option Notice and on the date of the expiration of the then applicable Lease Term.  The foregoing conditions are for the sole benefit of Landlord, and Landlord , alone, shall have the right in its sole and absolute discretion to insist on strict observance with the foregoing conditions or to waive any of the foregoing conditions.  All of the terms and conditions of the Lease shall apply during each Option Term (other than the obligation for Landlord to perform the improvements described in Section 4 of this 2nd Amendment, and other than the further right to extend the Lease Term after Tenant exercises the Extension Option for the second Option Term, which obligation and right shall be inapplicable).  The Base Rent for the first year of the first Option Term shall be in the amount of $76,187/month, and shall increase annually thereafter at a rate of two percent (2%) per annum through and including the second Option Term (if applicable).  If Tenant fails to deliver an Option Notice within the prescribed time period, then the Extension Option shall lapse and there shall be no further right to extend the Lease Term.  Tenant’s right to exercise the Extension Option for the second Option Term shall be conditioned upon Tenant successfully exercising the Extension Option for the first Option Term.  Except as provided in this Section 5, Tenant shall have no right or option to extend the Lease Term, including, without limitation, the terms and conditions contained in Section 7 of the Rider to the Original Lease.

6.Real Estate Commission:Landlord is represented by Cassidy Turley (“Landlord’s Broker”) and Tenant is represented by Grubb & Ellis (“Tenant’s Broker”).  Landlord shall be responsible for payment of all commissions.  Tenant’s Broker shall be paid a fee of three percent (3%) of the Base Rent described in Section 3 above.  Landlord’s Broker shall be paid a fee of two and one half percent (2.5%) of the Base Rent described in Section 3 above.  Commission shall be due and payable within fifteen (15) days after the mutual execution of this 2nd Amendment.  There shall be no fees or commissions due Landlord’s

Initials

Broker and/or Tenant’s Broker with respect to any Option Term.  Landlord warrants and represents to Tenant that Landlord has not engaged or contracted with any person, firm or entity other than Landlord’s Broker to serve or act as a broker, agent or finder for the purpose of the transactions contemplated in this 2nd Amendment.  Tenant warrants and represents to Landlord that Tenant has not engaged, contracted with or dealt with any person, firm or entity, other than Tenant’s Broker (Landlord’s Broker and Tenant’s Broker are sometimes referred to herein collectively as the “Brokers”), to serve or act as a broker, agent or finder for the purpose of the transactions contemplated in this 2nd Amendment.  Tenant shall and does hereby indemnify and hold harmless Landlord from and against any claim for any consulting fee, finder’s fee, commission, or like com pensation, including reasonable attorneys’ fees in defense thereof, payable in connection with this 2nd Amendment and asserted by any party arising out of any act or agreement by Tenant, excluding the commissions payable by Landlord to the Brokers as described above.  Landlord shall and does hereby indemnify and hold harmless Tenant from and against any claim for any consulting fee, finder’s fee, commission, or like compensation, including reasonable attorneys’ fees in defense thereof, payable in connection with this 2nd Amendment and asserted by any party arising out of any act or agreement by Landlord (including the commissions payable by Landlord to the Brokers as described above).

7.AS-IS:Tenant is currently in possession of the Property.  Tenant accepts the Property in its “AS-IS” condition, without warranties of any kind, including without limitation, any warranty of condition, or compliance with law, or that the Property is suitable for Tenant’s use.  Tenant agrees that Landlord has no obligation and has made no promise to alter, remodel, improve, or repair the Property or any part thereof or to bring into compliance with any laws or improve any condition existing in the Property, except as expressly provided in Section 4 above and as may otherwise be required by the Existing L ease.

8.No Default: Tenant agrees, to the actual knowledge of the undersigned on behalf of Tenant, that no default on the part of Landlord exists in the performance of the terms, covenants, and conditions set forth in the Existing Lease required to be performed on the part of Landlord as of the date of this 2nd Amendment.

9.Counterparts: This 2nd Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.Definitions: All capitalized terms not otherwise defined herein shall have the same meanings utilized in the Existing Lease; provided, however, that to the extent any capitalized term is defined in this 2nd Amendment differently from the definition given in the Existing Lease, the definition utilized in this 2nd Amendment shall be controlling.

11.Notices:  Notwithstanding anything contain to the contrary in Section 13.06 of the Original Lease, notices to Tenant shall be addressed as follows:

United Stationers Supply Co.
One Parkway North Boulevard
Deerfield, Illinois 60015
Attn:	Vice President — Engineering

With a copy to:

United Stationers Supply Co.
One Parkway North Boulevard
Deerfield, Illinois 60015
Attn:	General Counsel

Initials

IN WITNESS WHEREOF, we have executed this 2nd Amendment to be effective on the date first set forth above.

LANDLORD:		TENANT:
TISHA LAND COMPANY, LLC,		UNITED STATIONERS SUPPLY CO.,
a California limited liability company		an Illinois corporation
By:	/s/ Ted Gallagher	By:	/s/ Richard W. Gochnauer
Printed:	Ted Gallagher	Printed:	Richard W. Gochnauer
Its:	Managing Partner	Its:	CEO
Date:	9/23/10	Date:	9/21/10

Initials

EX-10.5

Exhibit 10.5

Re:          810 Kimberly Court Carol Stream Illinois

THIRD AMENDMENT TO LEASE

THE STATE OF ILLINOIS	§
	§	KNOW ALL MEN BY THESE PRESENTS:
CITY OF CAROL STREAM	§

THIS THIRD AMENDMENT TO LEASE (this “Amendment”) has been executed as of the 8 day August, 2008,by PRIM 810 KIMBERLY, LLC, a Delaware limited liability company (“Landlord”), and UNITED STATIONERS SUPPLY CO., an Illinois corporation (“Tenant”).

RECITALS:

A. Corum Carol Stream Associates, LLC (“Prior Landlord”) and Tenant have heretofore executed that certain Lease Agreement (the “Original Lease”), dated as of approximately October 12, 1998, as amended by that Supplemental Agreement, dated December 31, 1998, and Second Supplemental Agreement, dated approximately May 2000 (the Original Lease, as so amended, is hereinafter referred to as the “Lease”), pursuant to which Tenant leased approximately 328,104 rentable square feet (the “Premises”) located at 810 Kimberly Court, Carol Stream, Illinois, at the building more particularly described in the Lease (the “Building” or “Project”). Unless otherwise provided herein, capitalized words and phrases shall have the same meanings as those set forth in the Lease.

B. Landlord has acquired the Building and succeeded to all of Prior Landlord’s interest as landlord under the Lease.

c. Landlord and Tenant desire to execute this Amendment in order to evidence their agreement to (i) extend the Term of the Lease and (ii) make certain other amendments to the Lease, all as more particularly set forth in this Amendment.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1

Article I

CERTAIN AMENDMENTS

SECTION 1.01.      Term. The Term shall be extended through and including February 28, 2014, subject to adjustment or earlier termination as set forth in the Lease. Except as set forth in Article 22 of the Lease (which provides that Tenant shall have one (1) remaining five (5) year option) and on Exhibit A attached hereto, Tenant shall have no further extension or renewal rights under the Lease.

SECTION 1.02.      Fixed Rent. As of the March 15, 2009, the Fixed Rent for the Premises during the Term, as hereby extended, shall be as follows:

Period:	Annual Fixed Rent per r.s.f.:		Monthly Fixed Rent:
3/15/09 – 2/28/10	$	4.20	$	114,836.40
3/1/10 – 2/28/11	$	4.31	$	117,844.01
3/1/11 – 2/28/12	$	4.41	$	120,578.21
3/1/12 – 2/28/13	$	4.52	$	123,585.83
3/1/13 – 2/24/14	$	4.64	$	126,866.87

The Fixed Rent under the Lease shall be due and payable in monthly installments on the first day of each calendar month, in advance, without demand and without setoff or deduction whatsoever. Tenant shall pay all other taxes and Additional Rent owing under the Lease in accordance with the Lease in accordance with the Lease, except, in addition thereto. and notwithstanding anything contained in the Lease to the contrary, as of March 15, 2009, Tenant shall reimburse Landlord (a) property management fees incurred by Landlord associated with the management of the Building in an amount not to exceed S10,000 per annum and (b) the cost of roof repairs and maintenance; provided, however, the cost thereof shall not exceed $5,000 per year on a cumulative basis, and which costs may include the annual roof survey.

SECTION 1.03.                      AS IS. Except as set forth on Exhibit B and Exhibit C attached hereto, and as set forth in this Section 1.03, notwithstanding anything in the Lease to the contrary, Landlord is leasing the Premises to Tenant “as is” “where is” without representation or warranty, without any obligation by Landlord to alter, remodel, improve, repair or decorate any part of the Premises. Notwithstanding the foregoing or anything in the Lease to the contrary, Landlord will continue to be liable and responsible (at Landlord’s sole cost and expense) for repairs to the floor slab caused from deep organic soil settlement. Tenant will be liable and responsible (at Tenant’s sole cost and expense) for maintenanc e and repairs to the floor slab which are caused by wear and tear and any misuse of the slab not related to deep organic soil settlement. In the event the parties disagree as to which party is liable and responsible for floor slab repairs, within ten (10) days the parties shall mutually select a P.E. engineer (“P.E. Engineer”) to resolve the disagreement. The parties initially select Thomas Morris, P.E., Vice President of Testing Service Corporation to serve in such capacity. The P.E. Engineer shall

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render its decision within ten (10) days following submittal, subject to force majeure events or delays caused by Tenant. The P.E. Engineer shall also be permitted to allocate responsibility of the parties in percentages if both parties partially caused said damage. If either Landlord or Tenant (the “Objecting Party”) believes in good faith that the decision of the P.E. Engineer is erroneous, the Objecting Party (at its own cost) may elect to engage a second P.E. Engineer (“Second P.E. Engineer”) to offer a second opinion on liability and responsibility for floor slap repairs. If the Second P.E. Engineer’s determination of liability differs from that of the P.E. Engineer, then the P.E. Engineer and the Second P.E. Engineer shall mutually agree on a third P.E. Engineer (“Third P.E. Engineer”) to be appointed to resolve the difference of opinion. The Objecting Party shall engage the Third P.E. Engineer and the cost of the Third P.E. Engineer shall be paid by the Objecting Party. The Third P.E. Engineer shall be requested to deliver a written statement regarding liability and the decision of the Third P.E. Engineer shall be final and binding on the parties for all purposes. If Landlord shall fail to perform floor slab repairs for which is it responsible (as determined by the process set forth in this Section 1.03, if there is an initial disagreement as to responsibility) under this Section 1.03 within a reasonable time (not to exceed 90 days, subject to Tenant delays and force majeure) after Tenant makes a written request to Landlord and any mortgagee (“Mortgagee”) who has been identified to Tenant in writing pursuant to the notice provision of the Lease (specifying Tenant intends to take such action) to perform such repairs, and such failure materially and adversely interferes with Tenant’s use of the Premises, as reasonably determ ined by Tenant, and shall continue for thirty (30) days after Landlord’s and any Mortgagee’s receipt of a second written notice from Tenant (specifying Tenant intends to take such action), then Tenant may proceed to take the required action and Tenant shall be entitled to offset up to two (2) month’s Fixed Rent in the aggregate to reimburse Tenant for its reasonable expenses in taking such action. Tenant shall not be entitled to offset until thirty (30) days following the date that Tenant has provided Landlord with reasonable documentation that it has paid for such repair and/or maintenance in form reasonably acceptable to Landlord. In the event Tenant takes such action, Tenant shall use only those contractors used by Landlord in the Project for similar work unless such contractors are unwilling or unable to perform such work in a timely manner at reasonably competitive rates (vis-á-vis other qualified contractors), in which event Tenant may utilize the services of any other qualifie d contractor which normally and regularly performs similar work in comparable buildings. Tenant shall require the contractors to provide evidence of commercially reasonable insurance coverage before performing any maintenance and/or repair, and shall name Landlord as an additional insured on such insurance policy(s), where appropriate. Notwithstanding anything in this Lease the contrary, in the event that such repairs made by Tenant constitute items for which Tenant is responsible under this Section 1.03 or in the Lease, Tenant shall not be permitted to offset said amounts. In addition, if for any reason (other than force majeure, Tenant delay or Tenant’s refusal to cooperate), a determination of liability for floor slab repairs is not completed within sixty (60) days after Tenant and Landlord have determined that there is a disagreement regarding responsibility and liability for floor slab repairs, then: (a) Landlord shall commence to be performed any necessary floor slab repair work and ther eafter pursue the repair with reasonable diligence (and if Landlord fails to do so, Tenant shall have the right to exercise self-help, subject to the terms and conditions set forth above); (b) Landlord and Tenant shall continue to work in

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good faith to implement the process for determining responsibility and liability for floor slab repair; and (c) at such time as responsibility has been determined, to the extent Tenant is determined to be responsible and liable, Tenant shall pay to Landlord the cost of the completed repairs within thirty (30) days after receipt of paid invoices or other reasonable evidence of amounts owed to Landlord for such repairs.

SECTION 1.04.      Extension Option. Landlord hereby grants to Tenant one (1)-five (5) year extension options pursuant to Exhibit A attached hereto. Such extension option shall be in addition to and after the one (1) remaining five (5) year extension option set forth in Article 22 of the Lease.

SECTION 1.05.      Exhibits and Schedules. Landlord and Tenant agree that the following exhibits and schedules have been attached hereto and will be deemed a part of this Amendment and the Lease for all purposes:

Exhibit A -Extension Option

Exhibit B -Landlord’s Work

Exhibit C -Tenant Finish Work: Allowance

SECTION 1.06.                      Commissions. Landlord and Tenant each warrant to the other that it has not dealt with any broker or agent in connection with the negotiation or execution of this Amendment except NAI Hiffman (Landlord’s broker) and Grubb & Ellis (Tenant’s broker) (collectively, hereafter, the “Brokers”). Landlord shall pay to such Brokers the commission arising out of this Amendment pursuant to a separate agreement between Landlord and such Brokers. Landlord hereby indemnifies Tenant from the payment of any commissions owed to the Brokers and to any broker with respect to this Amendment resulting from the acts of Landlord, but not otherwise. Tenant hereby indemnifies Landlord from the payment of any commission owed to any broker, other than the Brokers, with respect to this Amendment resulting from the acts of Tenant, but not otherwise.

SECTION 1.07.      Further Amendment. The Lease shall be and hereby is further amended wherever necessary, even though not specifically referred to herein, in order to give effect to the terms of this Amendment. Section 3.2 of the Lease is deleted.

Article II

MISCELLANEOUS

SECTION 2.01.      Ratification. The Lease, as amended hereby, is hereby ratified, confirmed and deemed in full force and effect in accordance with its terms. Tenant represents to Landlord that Tenant (a) is currently unaware of any default by Landlord under the Lease, other than outstanding repairs required to be performed by Landlord under Section 1.03 above; (b) has full power and authority to execute and deliver this Amendment and this Amendment represents a valid and binding obligation of Tenant enforceable in accordance with its terms; and (c) except

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as set forth on Exhibits B and C, all tenant finish costs or allowances payable by Landlord have been paid and no such costs or allowances are payable hereafter under the Lease.

SECTION 2.02.                      Notices. All notices to be delivered to Landlord under the Lease or otherwise with respect to the Premises shall, unless Landlord otherwise notifies Tenant, be delivered to Landlord in accordance with the Lease at the following addresses:

c/o T A Associates Realty

28 State Street, 10th Floor

Boston, Massachusetts 02109

Attn.: Asset Manager/810 Kimberly Court

All notices to be delivered to Tenant under the Lease or otherwise with respect to the Premises shall, unless Tenant otherwise notifies Landlord, be delivered to Tenant in accordance with the Lease at the following addresses:

United Stationers Supply Co.

One Parkway North Boulevard

Deerfield, Illinois 60015

Attn.: Vice President -Engineering

With a copy to:

United Stationers Supply Co.

One Parkway North Boulevard

Deerfield, Illinois 60015

Attn.: General Counsel

SECTION 2.03.      Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Illinois.

SECTION 2.04.      Counterparts. This Amendment may be executed in multiple counterparts each of which is deemed an original but together constitute one and the same instrument. This Amendment may be executed by facsimile and each party has the right to rely upon a facsimile counterpart of this Amendment signed by the other party to the same extent as if such party had received an original counterpart.

SECTION 2.05.                      WAIVER OF JURY TRIAL. TENANT AND LANDLORD WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE BETWEEN LANDLORD AND TENANT ARISING OUT OF THE LEASE OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO.

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SECTION 2.06.      Authority. If Tenant is a corporation, trust, or general or limited partnership, Tenant, and each individual executing the Lease on behalf of such entity, represents and warrants that such individual is duly authorized to execute and deliver the Lease on behalf of said entity, that said entity is duly authorized to enter into the Lease, and that the Lease is enforceable against said entity in accordance with its terms.

SECTION 2.07.      Time of Essence. Time is of the essence with respect to each of the obligations to be performed by Tenant and Landlord under the Lease.

SECTION 2.08.      No Recording by Tenant. Tenant shall not record in any public records any memorandum or any portion of the Lease.

SECTION 2.09.      OFAC. Tenant is not a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Building and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other govemmenta1 action.

[SIGNATURE FOLLOW NEXT PAGE]

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IN WITNESS WHEREOF, this Amendment has been executed as of the date and year first above written.

Dated: August 8, 2008	LANDLORD:
	PRIM 810 KIMBERLY, LLC,
	a Delaware limited liability company
	By:	TA Realty, LLC,
		its Manager
		By:	Realty Associates Advisors, LLC,
			its Manager
			By:	Realty Associates Advisors Trust,
				its Manager
				By:	/s/ Brooks D. Wales
				Name:	Brooks D. Wales
				Title:	Regional Director
Date: July     , 2008	TENANT:
	UNITED STATIONERS SUPPLY CO.
	an Illinois corporation
	By:	/s/ Richard W. Gochnauer
	Name:	Richard W. Gochnauer
	Title:	President & CEO

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EXHIBIT A

EXTENSION OPTION

The Additional Renewal Term described below shall be available to Tenant on the terms and conditions set forth below only if Tenant has exercised its second right to extend granted in Article 22 of the Original Lease.

(a)            Provided that as of the time of the giving of the Additional Renewal Notice and the Commencement Date of the Additional Renewal Term (as those terms are hereinafter defined), (x) Tenant is the Tenant originally named herein, (y) Tenant actually occupies all of the premises initially demised under this Lease and any space added to the Premises, and (z) no Event of Default exists, then Tenant shall have the right to extend the Lease Term for an additional term of five (5) years (such additional term is hereinafter called the “Additional Renewal Term”) commencing on the day following the expiration of the Lease Term described in the attached Amendment, as extended by the exercise of the second five (5) -year renewal term described in Article 22 of the Original Lease (hereinafter referred to as the “Commencement Date of the Additional Term”). Tenant shall give Landlord written notice (hereinafter called the “Additional Renewal Notice”) of its election to extend the term of the Lease Term at least twelve (12) months prior to the scheduled expiration of the Lease Tenn.

(b)            The Base Rent payable by Tenant to Landlord during the Additional Renewal Term shall be the greater of (i) the Base Rent applicable to the last year of the immediately preceding Lease Term and (ii) the then prevailing market rate for comparable space in the Project and comparable buildings in the vicinity of the Project, taking into account the size of the Lease, the length of the renewal term and the credit of Tenant. The Base Rent shall not be reduced by reason of any costs or expenses not incurred by Landlord by reason of Landlord’s not having to find a new tenant for such premises (including, without limitation, brokerage commissions, costs of improvements, rent concessions or lost rental income during any vacancy period). In the event Landlord and Tenant fail to reach an agreement on such rental rate an d execute the Amendment (defined below) at least nine (9) months prior to the expiration of the Lease, then Tenant’s exercise of the renewal option shall be deemed withdrawn and the Lease shall terminate on the last day of the Term of the Lease.

(c)            The determination of Base Rent does not reduce the Tenant’s obligation to pay or reimburse Landlord for operating expenses and other reimbursable items as set forth in the Lease, and Tenant shall reimburse and pay Landlord as set forth in the Lease with respect to such operation expenses and other items with respect to the premises during the Additional Renewal Tenn.

(d)            Except for the Base Rent as determined above, Tenant’s occupancy of the Premises during the Additional Renewal Term shall be on the same terms and conditions as are in effect immediately prior to the expiration of the Term; provided, however, Tenant shall have

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no further right to any allowances, credits or abatements or any options to renew or extend the Lease.

(e)           If Tenant does not give the Additional Renewal Notice within the period set forth in subparagraph (a) above, Tenant’s right to extend the Lease Term shall automatically terminate. Time is of the essence as to the giving the Additional Renewal Notice.

(f)            Landlord shall have no obligation to refurbish or otherwise improve the Premises for the Additional Renewal Term. The Premises shall be tendered on the Commencement Date of the Additional Renewal Term in “as is” condition.

(g)           If the Lease is extended for the Additional Renewal Term, then Landlord shall prepare and Tenant shall execute an amendment to the Lease confirming the extension of the Lease Term and the other provisions applicable thereto (the “Amendment”).

(h)           If Tenant exercises its right to extend the term of the Lease for the Additional Renewal Term pursuant to this Addendum, the term “Term” as used in the Lease shall be construed to include, when practicable, the Additional Renewal Term.

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EXHIBIT B

LANDLORD’S WORK

Landlord agrees to complete the following work (the “Landlord’s Work”) in a good and workman like manner using available Building standard colors and materials, at Landlord’s expense:

·Repair or replace sections of parking lot and truck court that have potholes and cracks (areas to be defined)

·Paint the exterior of Building using a Building standard color selection mutually agreed upon between Tenant and Landlord

·Replace dock shelters and dock bumpers that are damaged as of the date of this Amendment

·Repair/replace guard rail and concrete walls at the four (4) ramp doors that are damaged on the date of this Amendment

·Replace dead trees and remove any tree stumps

·Replace or modify two (2) HVAC units for southeast and northeast office entryways with units correctly sized to provide adequate heating and cooling

·Installation of FM Global approved line-type heat detection system that will shut down exhaust fans in the event of a fire. The system shall be mutually agreed upon by all parties. The cost to Landlord for this to meet insurance requirements shall not exceed $50,000 with Tenant being liable for any excess amounts

·Perform work referenced on Atlas Restoration, LLC, revised proposal dated June 19, 2008

Upon completion of the Landlord’s Work, Tenant shall confirm that all paid work has been completed. The foregoing Landlord’s Work should only apply to the conditions existing on the date this Amendment is executed. Landlord shall start the Landlord’s Work promptly upon the signing of this Amendment and shall use commercially reasonable efforts to complete the Landlord’s Work no later than one (1) year after the date of this Amendment (except with regard to the Atlas Restoration work referenced above, Landlord will use commercially reasonable efforts to complete said work no later than six (6) months after the date of this Amendment), subject to delays caused by Tenant and force majeure events.

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EXHIBITC

TENANT CODE COMPLIANCE WORK: ALLOWANCE

1.Tenant will have prepared the Working Drawings for the Premises. Landlord will review the Working Drawings promptly following receipt thereof. As used herein, “Working Drawings” shall mean the final working drawings approved by Landlord, as amended from time to time by any approved changes thereto, and “Work” shall mean all improvements to be constructed in accordance with and as indicated on the Working Drawings in order to comply with codes. Approval by Landlord of the Working Drawings shall not be a representation or warranty of Landlord that such drawings are adequate for any use, purpose, or condition, or that such drawings comply with any applicable law or code, but sha ll merely be the consent of Landlord to the performance of the Work. All changes in the Work must receive the prior written approval of Landlord. Landlord shall use reasonable efforts to respond to any request for approval of Working Drawings or changes thereto within ten (10) days after Landlord’s receipt of Working Drawings or changes thereto and, said consent shall not be unreasonably withheld. If Landlord fails to respond to any request for approval within fifteen (15) days after receipt of Working Drawings or changes thereto, such Working Drawings or changes thereto shall be deemed to be approved by Landlord.

2.Tenant will cause the Work to be performed by Tenant’s contractors and subcontractors. All contractors and subcontractors shall be required to procure and maintain insurance against such risks, in customary amounts. Certificates of such insurance must be received by Landlord before the Work is commenced. The Work shall be performed in a good and workmanlike manner that is free of defects and is in conformance with the Working Drawings, and shall be performed in such a manner and at such times as to maintain harmonious labor relations and not to interfere with or delay Landlord’s other contractors, the operation of the Building, and the occupancy thereof by other tenants.

3.Tenant shall bear the entire cost of performing the Work (including, without limitation, space planning and construction document fees, design of the Work and preparation of the Working Drawings, costs of construction labor and materials, electrical usage during construction, additional janitorial services, approved signage, related taxes and insurance costs, all of which costs are herein collectively called the “Total Construction Costs”) in excess of the Construction Allowance (hereinafter defined) and Excess (hereinafter defined). Upon approval of the Working Drawings and selection of a contractor, Landlord shall promptly review a work order agreement prepared by Tenant’s contractor w hich identifies such drawings and itemizes the Total Construction Costs.

4.Landlord shall provide to Tenant a construction a1lowance (the “Construction Allowance”) equal to $50,000 plus the Excess to be used for code compliance issues only. Provided Tenant is not in default of any monetary obligations under the Lease, Landlord shall pay the Construction Allowance and Excess, if applicable, to Tenant at such time as the Work has been substantially completed and Tenant has caused to be delivered to Landlord (i) a list of all contractors, subcontractors and suppliers that performed the Work on or for the

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premises, (ii) all invoices from contractors, subcontractors, and suppliers evidencing the cost of performing the Work, together with lien waivers from such parties, (iii) a certificate of occupancy from the appropriate governmental authority, if applicable to the Work, or evidence of governmental inspection and approval of the Work, if applicable to the Work, and (iv) an affidavit signed by Tenant stating that all of the bills associated with the Total Construction Costs have been paid. Any unspent or unclaimed portion of the Construction Allowance of Excess remaining as of twelve (12) months following execution of this Amendment, shall be forfeited by Tenant and retained by Landlord without credit or reimbursement to Tenant.

5.If the cost of the Work exceeds the Construction Allowance (such excess costs being the “Excess”), Landlord shall pay such Excess (not to exceed $150,000) to Tenant or Tenant’s contractor if requested by Tenant, for the costs it incurs relating to the construction of the Work; provided, however, that Tenant shall repay Landlord the Excess by separate loan payment due under the Lease at the same time and in the same manner as Fixed Rent due under the Lease. Such amount shall be amortized using the following formula:

PV=The Excess, but not more than $150,000.

N=Number of months remaining in the Term when the amount of the Excess is determined.

I=Interest rate, which shall be nine percent (9%) compounded monthly.

Landlord and Tenant agree to execute and deliver a written declaration expressing the amount of the additional Payment of Excess.

6.Landlord or its affiliate shall supervise the Work and supervise the relationship between the Work, the Building, and the Building’s systems. In consideration for Landlord’s construction supervision services, Tenant shall pay to Landlord a construction supervision fee equal to five percent (5%) of the Total Construction Costs, which may be deducted from the Construction Allowance.

7.To the extent not inconsistent with this Exhibit, the Lease shall govern the performance of the Work and the Landlord’s and Tenant’s respective rights and obligations regarding the improvements installed pursuant thereto.

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EX-10.6

Exhibit 10.6

SECOND AMENDMENT TO INDUSTRIAL LEASE AGREEMENT

This Second Amendment to Industrial Lease Agreement (this “Amendment”) is made as of the         day of May, 2010, by and between ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA, a Minnesota corporation (“Landlord”), and United Stationers Supply Co., an Illinois corporation (“Tenant”).

RECITALS:

A.            WHEREAS, Landlord’s predecessor in interest and Tenant are parties to that certain Industrial Lease Agreement dated October 21, 2001, as amended by First Amendment to Industrial Lease Agreement dated October 1, 2002 (as amended, the “Lease”) under which Landlord leases to Tenant a building of approximately 600,674 square feet  (“Leased Premises”) located at 125 Horizon Drive, Horizon Business Park, Suwanee, Georgia, as more particularly described in the Lease;

B.            WHEREAS, the parties desire to amend the Lease as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

1.             RECITALS; DEFINED TERMS. The recitals set forth above are incorporated and deemed restated herein in their entirety. All defined terms used herein shall have the meanings as ascribed to said terms in the Lease, except as otherwise provided in this Amendment.

2.             TERM.   The “Lease Term” of the Lease is hereby extended to, and shall expire on, April 30, 2020.

3.             MINIMUM ANNUAL RENT.  Effective from and after June 1, 2010, Minimum Annual Rent shall be as follows and Sections 1.01D and 1.01E shall be amended accordingly:

Time Period	Monthly Rental Installments			Minimum Annual Rent
6/1/2010—5/31/2015	$	135,151.65	*	$1,621,820.00 $(2.70/ft)
6/1/2015– 4/30/2020	$	147,665.70		$1,771,988.30 $(2.95/ft)

*Provided Tenant is not in default, Monthly Rental Installments for June 2010 and July 2010 shall abate.

Tenant shall remain responsible for all additional rent and charges and obligations due under the Lease throughout the term as extended hereby, including without limitation, Additional Rent, Operating Expenses, Real Estate Taxes, and Insurance Premiums as provided in the Lease.

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4.           ALLOWANCE.  Provided Tenant is not in monetary default under the Lease, Landlord shall pay to Tenant an allowance of up to Four Hundred Fifty Thousand  Five Hundred Dollars ($450,500.00) (the “Allowance”) which shall be used only for documented physical improvements to the Leased Premises installed after May 1, 2010 and before December 31, 2011 (the “Allowance Work”).  For purpose hereof, installation of trade fixtures and personal property shall be excluded from Allowance Work and shall not be reimbursable.  The Allowance Work shall be performed and installed by or on behalf of Tenant at its sole cost and expense, subject to the application of the Allowance.  Tenant may request payment from Landlord of the Allowance in reimbursement of costs actually incurred by Tenant with respect to th e Allowance Work.  In connection with such request, Tenant shall provide to Landlord evidence of such expenditures, such as copies of invoices, checks in payment thereof, final unconditional lien waivers, or, if the foregoing items are not available, such other documentation as Landlord may reasonably request.  Landlord shall make such payment to Tenant within thirty (30) days of Landlord’s receipt of such documentation, provided Tenant shall make application for reimbursement no more often than once every three months.  In the event that Tenant does not expend and make written application to Landlord for reimbursement of all of the Allowance for Allowance Work permitted hereunder on or before December 31, 2011, then the unused portion of the Allowance shall be retained by Landlord and deemed waived by Tenant.  In performing such Allowance Work, Tenant shall be subject to the provisions of Article 7.02 of the Lease, including obtaining Landlord’s prior written consent as may be required under the Lease.

5.             EXTENSION OPTIONS.   Section 1 (Option to Extend) of Special Stipulations contained in Exhibit E to the Lease is hereby deleted.   Provided (i) Tenant is not in default under this Lease either at the time of exercise of an option to extend or as of the commencement of an Extension Term, (ii) the creditworthiness of Tenant is then acceptable to Landlord, (iii) the Tenant originally named herein remains in possession of and has been continuously operating in the entire Premises for the Lease Term or Extension Term immediately preceding the Extension Term, and (iv) the current use of the Leased Premises is acceptable to Landlord, Tenant shall have the option to extend the Lease Term for two (2) successive periods of five (5) years each (the Extension Term(s) ”).  The Extension Terms shall be on the same terms and conditions contained in the Lease for the initial Lease Term except (i) no allowances, tenant improvements, rent abatement or other concessions shall apply, (ii) this Section granting extension options shall be deemed modified to reflect the remaining Extension Term option, if any, and (iii) Minimum Annual Rent shall be adjusted as set forth below.  Tenant shall exercise such option by  delivering to Landlord, no later than six (6) months prior to the expiration of the then current Lease Term or Extension Term, as applicable, written notice of Tenant’s exercise of such option. Once given, Tenant’s exercise of an Extension Term option shall be irrevocable.  Unless waived by Landlord in writing, Tenant’s failure to timely exercise an Extension Term option shall be a waiver of all rights to extend the Lease Term. If Tenant properly exercises an option to extend, Landlord and Tenant shall exec ute an amendment to the Lease reflecting the terms and conditions of the Extension Term.  Minimum Annual Rent for the Extension Terms, if exercised, shall be as follows:

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	Minimum Annual Rent		Monthly Rental Installments		Rent/Ft/Year
First Extension Term
5/1/20—4/30/21	$	1,807,428.07	$	150,619.01	$	3.00900
5/1/21—4/30/22	$	1,843,576.63	$	153,631.39	$	3.06918
5/1/22—4/30/23	$	1,880,448.16	$	156,704.01	$	3.13056
5/1/23—4/30/24	$	1,918,057.12	$	159,838.09	$	3.19317
5/1/24—4/30/25	$	1,956,418.27	$	163,034.86	$	3.25704
Second Extension Term
5/1/25—4/30/26	$	1,771,988.30	$	147,665.69	$	2.95000
5/1/26—4/30/27	$	1,807,428.07	$	150,619.01	$	3.00900
5/1/27—4/30/28	$	1,843,576.63	$	153,631.39	$	3.06918
5/1/28—4/30/29	$	1,880,448.16	$	156,704.01	$	3.13056
5/1/29—4/30/30	$	1,918,057.12	$	159,838.09	$	3.19317

6.             BROKERS.  Landlord and Tenant each warrant to the other that neither has  dealt with any broker or agent in connection with the negotiation or execution of this Amendment except Jones Lang LaSalle Americas, Inc. (the “Broker”).  Landlord shall pay to such Broker the commission arising out of this Amendment pursuant to a separate agreement between Landlord and such Broker.  Landlord hereby indemnifies Tenant from the payment of any commissions owed to the Broker and to any other broker with respect to this Amendment resulting from the acts of Landlord, but not otherwise.  Tenant hereby indemnifies Landlord from the payment of any commissions owed to any broker, other than the Broker, with respect to this Amendment resulting from the acts of Tenant, but not otherwise.

7.             CONFLICTS.    Except as modified hereby, the Lease remains in full force and effect. In all other respects, the Lease is ratified and affirmed.  If the provisions of this Amendment conflict with those of the Lease, the provisions of this Amendment shall govern.

8.             COUNTERPARTS.  This Amendment may be executed in multiple counterparts each of which is deemed an original but together constitute one and the same instrument.  This Amendment may be executed by facsimile and each party has the right to rely upon a facsimile counterpart of this Amendment signed by the other party to the same extent as if such party had received an original counterpart.

9.             NOTICES.  Article 1 Section L of the Lease is hereby amended by deleting the address for Tenant notices and replacing it with the following:

Tenant:	United Stationers Supply Co.
	One Parkway North Boulevard
	Deerfield, Illinois 60015
	Attn:     Vice President — Engineering

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With a copy to:

United Stationers Supply Co.

One Parkway North Boulevard

Deerfield, Illinois 60015

Attn:       General Counsel

SIGNATURE PAGE FOLLOWS

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IN WITNESS WHEREOF, this Amendment is executed as of the day and year first above written.

LANDLORD:		TENANT:
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA		UNITED STATIONERS SUPPLY CO.
By:	/s/ Gary Brown	By:	/s/ Richard W. Gochnauer
Its:	Assistant Treasurer	Its:	CEO
Attest:	/s/ John R. Fields
Its:	Assistant Treasurer

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EX-10.7

Exhibit 10.7

FIRST AMENDMENT TO LEASE AGREEMENT

This First Amendment to Lease Agreement (this “Amendment”) is made as of the 1st day of May, 2008, by and between ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA, a Minnesota corporation (“Landlord”), and UNITED STATIONERS SUPPLY CO, an Illinois corporation (“Tenant”).

RECITALS:

A.WHEREAS, Landlord’s predecessor-in-interest and Tenant are parties to that certain Lease Agreement dated July 30, 1999 as amended by that certain Letter Agreement dated August 12, 1999 (collectively, the “Lease”) under which Landlord leases to Tenant a building of approximately 400,0000 square feet (the “Leased Premises”) located at 5425 FAA Boulevard, Irving, Texas, as more particularly described in the Lease;

B.WHEREAS, the parties desire to amend the Lease as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

1.RECITALS:  DEFINED TERMS.  The recitals set forth above are incorporated and deemed restated herein in their entirety. All defined terms used herein shall have the meanings as ascribed to said terms in the Lease, except as otherwise provided in this Amendment.

2.TERM.  Article 2(a) of the Lease is amended to provide that the “Initial Term” of the Lease shall expire at 11:59 p.m. on May 31, 2015.

3.BASE RENT.  Notwithstanding anything contained in Article 3(a) of the Lease to the contrary, effective from and after June 1, 2008, Base Rent shall be as follows:

6/1/08 – 5/31/10	$1,060,000.00 per annum ($2.65/psf) payable in monthly installments of $88,333.33 per month.
6/1/10 - 5/31/12	$1,100,000.00 per annum ($2.75/psf) payable in monthly installments of $91,666.66 per month.
6/1/12 - 5/31/15	$1,140,000.00 per annum ($2.85/psf) payable in monthly installments of $95,000.00 per month.

Tenant shall remain responsible for all additional rent and charges and obligations due under the Lease throughout the Term as extended hereby, including without limitation, Taxes, utilities, maintenance, and insurance costs.  Article 3(a)(2) of the Lease (“Change Costs”) is hereby deleted.

4.ALLOWANCE.  Provided Tenant is not in monetary default under the Lease, Landlord shall pay to Tenant an allowance of up to Three Hundred Thousand Dollars ($300,000.00) (the “Allowance”) which shall be used only for documented physical improvements to the Leased Premises installed after June 1, 2008 and before May 31, 2010 (the “Allowance Work”).  For purpose hereof, installation of trade fixtures and personal property shall be excluded from Allowance Work and shall not be reimbursable.  The Allowance Work shall be performed and installed by or on behalf of Tenant at its sole cost and expense, subject to the application of the All owance.  Tenant may request payment from Landlord of the Allowance in reimbursement of costs actually incurred by Tenant with respect to the

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Allowance Work.  In connection with such request, Tenant shall provide to Landlord evidence of such expenditures, such as copies of invoices, checks in payment thereof, final unconditional lien waivers, or, if the foregoing items are not available, such other documentation as Landlord may reasonably request.  Landlord shall make such payment to Tenant within thirty (30) days of Landlord’s receipt of such documentation, provided Tenant shall make application for reimbursement no more often than once every three months.  In the event that Tenant does not expend and make written application to Landlord for reimbursement of all of the Allowance for Allowance Work permitted hereunder on or before May 31, 2010, then the unused portion of the Allowance shall be retained by Landlord and deemed waived by Tenant.  In performing such Allowance Work, Tenant shall be subject to the provisions o f Article 10 of the Lease, including submitting to Landlord plans and specifications with respect to the Allowance Work and obtaining Landlord’s prior written consent as may be required under the Lease.

5.RENEWALS.  The following sentence is hereby added to the beginning of Article 2(b)(2) of the Lease: “Base Rent for each Renewal Term shall be the greater of Market Rate, as defined and determined below, or the Base Rent in effect for the last year of the Initial Term or the First Renewal Term, as applicable.”

6.BROKERS.  Landlord and Tenant each warrant to the other that it has not dealt with any broker or agent in connection with the negotiation or execution of this Amendment except The Staubach Company (Tenant’s broker) (the “Broker”).  Landlord shall pay to such Broker the commission arising out of this Amendment pursuant to a separate agreement between Landlord and such Broker.  Landlord hereby indemnifies Tenant from the payment of any commissions owed to the Broker and to any other broker with respect to this Amendment resulting from the acts of Landlord, but not otherwise.  Tenant hereby indemnifies Landlord from the payment of any commissions owed to any broker, other than the Broker, with re spect to this Amendment resulting from the acts of Tenant, but not otherwise.

7.CONFLICTS.  If the terms of this Amendment conflict with the Lease, the terms of this Amendment shall control.  Except as modified hereby, the Lease remains in full force and effect.

8.NOTICES.  Article 25 of the Lease is hereby amended to provide that all notices to be delivered to Tenant under the Lease or otherwise with respect to the Premises shall, unless Tenant otherwise notifies Landlord, be delivered to Tenant in accordance with the Lease at the following addresses:

United Stationers Supply Co.

One Parkway North Boulevard

Deerfield, Illinois 60015

Attn.:  Vice President — Engineering

With a copy to:

United Stationers Supply Co.

One Parkway North Boulevard

Deerfield, Illinois 60015

Attn.:  General Counsel

9.COUNTERPARTS.  This Amendment may be executed in multiple counterparts each of which is deemed an original but together constitute one and the same instrument.  This Amendment may be executed by facsimile and each party has the right to rely upon a facsimile

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counterpart of this Amendment signed by the other party to the same extent as if such party had received an original counterpart.

[signatures follow]

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IN WITNESS WHEREOF, this Amendment is executed as of the day and year first above written.

LANDLORD:			TENANT:
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA			UNITED STATIONERS SUPPLY CO.
By:	/s/		By:	/s/ Richard W. Gochnauer
Its:			Its:	CEO
Attest:		/s/ Gary Brown
Its:		Assistant Treasurer

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EX-10.22

Exhibit 10.22

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE COMMISSION.  THE OMITTED PORTIONS ARE INDICATED BY [**].

EXECUTION COPY

SECOND AMENDED AND RESTATED

FIVE-YEAR REVOLVING CREDIT AGREEMENT

DATED AS OF JULY 5, 2007

AMONG

UNITED STATIONERS SUPPLY CO.,

AS THE BORROWER

UNITED STATIONERS INC.,

AS A CREDIT PARTY

THE LENDERS FROM TIME TO TIME PARTIES HERETO

PNC BANK, NATIONAL ASSOCIATION

AND

U.S. BANK NATIONAL ASSOCIATION,

AS SYNDICATION AGENTS

KEYBANK NATIONAL ASSOCIATION

AND

LASALLE BANK, NATIONAL ASSOCIATION

AS DOCUMENTATION AGENTS

AND

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

AS ADMINISTRATIVE AGENT

JPMORGAN SECURITIES INC.,

AS SOLE LEAD ARRANGER AND SOLE BOOK RUNNER

TABLE OF CONTENTS

ARTICLE I			DEFINITIONS	1
	1.1.	Certain Defined Terms		1
	1.2.	Plural Forms		20
ARTICLE II			THE CREDITS	20
	2.1.	Existing Revolving Loans; Commitment		20
	2.2.	Required Payments; Termination		20
	2.3.	Ratable Loans; Types of Advances		21
	2.4.	Swing Line Loans		21
	2.5.	Commitment Fee; Aggregate Commitment		22
	2.6.	Minimum Amount of Each Advance		23
	2.7.	Optional Principal Payments		23
	2.8.	Method of Selecting Types and Interest Periods for New Advances		23
	2.9.	Conversion and Continuation of Outstanding Advances; No Conversion or Continuation of Eurodollar Advances After Default		24
	2.10.	Changes in Interest Rate, etc.		24
	2.11.	Rates Applicable After Default		25
	2.12.	Method of Payment		25
	2.13.	Noteless Agreement; Evidence of Indebtedness		25
	2.14.	Telephonic Notices		26
	2.15.	Interest Payment Dates; Interest and Fee Basis		26
	2.16.	Notification of Advances, Interest Rates, Prepayments and Commitment Reductions; Availability of Loans		27
	2.17.	Lending Installations		27
	2.18.	Non-Receipt of Funds by the Agent		28
	2.19.	Replacement of Lender		28
	2.20.	Facility LCs		29
	2.21.	Increase of Aggregate Commitment		34
ARTICLE III			YIELD PROTECTION; TAXES	35
	3.1.	Yield Protection		35
	3.2.	Changes in Capital Adequacy Regulations		36
	3.3.	Availability of Types of Advances		37
	3.4.	Funding Indemnification		37
	3.5.	Taxes		37
	3.6.	Lender Statements; Survival of Indemnity		40
	3.7.	Alternative Lending Installation		41
ARTICLE IV			CONDITIONS PRECEDENT	41
	4.1.	Effectiveness of Commitments		41
	4.2.	Each Credit Extension		42

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ARTICLE V			REPRESENTATIONS AND WARRANTIES	43
	5.1.	Existence and Standing		43
	5.2.	Authorization and Validity		43
	5.3.	No Conflict; Government Consent		43
	5.4.	Financial Statements		44
	5.5.	Material Adverse Change		44
	5.6.	Taxes		44
	5.7.	Litigation and Contingent Obligations		44
	5.8.	Subsidiaries		45
	5.9.	ERISA		45
	5.10.	Accuracy of Information		45
	5.11.	Regulation U		45
	5.12.	Compliance With Laws		46
	5.13.	Ownership of Properties		46
	5.14.	Plan Assets; Prohibited Transactions		46
	5.15.	Environmental Matters		46
	5.16.	Investment Company Act		46
	5.17.	Insurance		46
	5.18.	Solvency		47
	5.19.	Collateral Documents		47
	5.20.	No Default or Unmatured Default		47
ARTICLE VI			COVENANTS	47
	6.1.	Financial Reporting		47
	6.2.	Use of Proceeds		49
	6.3.	Notice of Default		49
	6.4.	Conduct of Business		49
	6.5.	Taxes		49
	6.6.	Insurance		50
	6.7.	Compliance with Laws		50
	6.8.	Maintenance of Properties		50
	6.9.	Inspection; Keeping of Books and Records		50
	6.10.	Dividends		51
	6.11.	Merger		51
	6.12.	Sale of Assets		52
	6.13.	Investments and Acquisitions		53
	6.14.	Indebtedness		56
	6.15.	Liens		58
	6.16.	Affiliates		61
	6.17.	Financial Contracts		61
	6.18.	Subsidiary Covenants		61
	6.19.	Contingent Obligations		61
	6.20.	Leverage Ratio		62
	6.21.	Minimum Consolidated Net Worth		62
	6.22.	Capital Expenditures		62
	6.23.	Subsidiary Collateral Documents; Subsidiary Guarantors		62
	6.24.	Foreign Subsidiary Investments		64

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ARTICLE VII			DEFAULTS	64
ARTICLE VIII			ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES	67
	8.1.	Acceleration		67
	8.2.	Amendments		68
	8.3.	Preservation of Rights		69
ARTICLE IX			GENERAL PROVISIONS	69
	9.1.	Survival of Representations		69
	9.2.	Governmental Regulation		69
	9.3.	Headings		69
	9.4.	Entire Agreement		69
	9.5.	Several Obligations; Benefits of this Agreement		70
	9.6.	Expenses; Indemnification		70
	9.7.	Numbers of Documents		71
	9.8.	Accounting		71
	9.9.	Severability of Provisions		71
	9.10.	Nonliability of Lenders		71
	9.11.	Confidentiality		72
	9.12.	Lenders Not Utilizing Plan Assets		72
	9.13.	Nonreliance		72
	9.14.	Disclosure		73
	9.15.	Performance of Obligations		73
	9.16.	USA PATRIOT Act		73
	9.17.	No Duties Imposed on Syndication Agents or Documentation Agents		73
ARTICLE X			THE AGENT	74
	10.1.	Appointment; Nature of Relationship		74
	10.2.	Powers		74
	10.3.	General Immunity		74
	10.4.	No Responsibility for Loans, Recitals, etc.		75
	10.5.	Action on Instructions of Lenders		75
	10.6.	Employment of Agents and Counsel		75
	10.7.	Reliance on Documents; Counsel		75
	10.8.	Agent’s Reimbursement and Indemnification		76
	10.9.	Notice of Default		76
	10.10.	Rights as a Lender		76
	10.11.	Lender Credit Decision		76
	10.12.	Successor Agent		78
	10.13.	Agent and Arranger Fees		77
	10.14.	Delegation to Affiliates		77
	10.15.	Collateral Documents		78
	10.16.	Quebec Security		78

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ARTICLE XI				SETOFF; RATABLE PAYMENTS	79
	11.1.		Setoff		79
	11.2.		Ratable Payments		79
ARTICLE XII				BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS	79
	12.1.		Successors and Assigns; Designated Lenders		79
	12.2.		Participations		82
	12.3.		Assignments		83
	12.4.		Dissemination of Information		85
	12.5.		Tax Certifications		85
	12.6.		Reimbursement Obligations		85
ARTICLE XIII				NOTICES	85
	13.1.		Notices		85
	13.2.		Change of Address		86
ARTICLE XIV				COUNTERPARTS	86
ARTICLE XV				CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL	86
	15.1.	CHOICE OF LAW			86
	15.2.	CONSENT TO JURISDICTION			86
	15.3.	WAIVER OF JURY TRIAL			87
ARTICLE XVI				NO NOVATION; CONTINUATION; REFERENCES TO THIS AGREEMENT IN LOAN DOCUMENTS	87
	16.1.		No Novation; Continuation		87
	16.2.		References to This Agreement In Other Loan Documents		87

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SCHEDULES

Commitment Schedule

Pricing Schedule

Schedule 5.8	-	Subsidiaries
Schedule 6.12	-	Identified Property Dispositions
Schedule 6.13	-	Investments
Schedule 6.14	-	Indebtedness
Schedule 6.15	-	Liens

EXHIBITS

Exhibit A	-	Form of the Credit Parties’ Counsel’s Opinion
Exhibit B	-	Form of Compliance Certificate
Exhibit C	-	Form of Assignment and Assumption Agreement
Exhibit D	-	Form of Promissory Note (if requested)
Exhibit E	-	Form of Designation Agreement
Exhibit F	-	List of Closing Documents

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SECOND AMENDED AND RESTATED
FIVE-YEAR REVOLVING CREDIT AGREEMENT

This Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007, is entered into by and among United Stationers Supply Co., an Illinois corporation, as the Borrower, United Stationers Inc., a Delaware corporation, as a Credit Party, the Lenders, PNC Bank, National Association and U.S. Bank National Association, as Syndication Agents, KeyBank National Association and LaSalle Bank, National Association, as Documentation Agents, and JPMorgan Chase Bank, National Association, as Agent.

PRELIMINARY STATEMENTS

WHEREAS, the Parent, the Borrower, certain Lenders, the Departing Lenders and the Agent are parties to that certain Amended and Restated Credit Agreement, dated as of October 12, 2005 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”);

WHEREAS, the Parent, the Borrower, the Lenders and the Agent have agreed to enter into this Agreement in order to (i) amend and restate the Existing Credit Agreement in its entirety; (ii) re-evidence the Obligations, which shall be repayable in accordance with the terms of this Agreement; and (iii) set forth the terms and conditions under which the Lenders will, from time to time, make loans and extend other financial accommodations to or for the benefit of the Borrower; and

NOW, THEREFORE, in consideration of the mutual covenants herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Existing Credit Agreement is hereby amended and restated in its entirety as of the date hereof as follows:

ARTICLE I

DEFINITIONS

1.1.          Certain Defined Terms.  As used in this Agreement:

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the Restatement Effective Date, by which the Parent or any of its Subsidiaries (i) acquires any going concern business or all or substantially all of the assets of any Person, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires from one or more Persons (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage of voting power) of the outstanding ownership interests of any Person.

“Administrative Questionnaire” means, with respect to any Lender, the administrative questionnaire delivered by such Lender to the Agent upon becoming a Lender hereunder, as such questionnaire may be updated from time to time by notice from such Lender to the Agent.

“Advance” means a borrowing hereunder consisting of the aggregate amount of several Revolving Loans (i) made by some or all of the Lenders on the same date, or (ii) converted or continued by the Lenders on the same date of conversion or continuation, consisting, in either case, of the aggregate amount of the several Revolving Loans of the same Type and, in the case of Eurodollar Loans, for the same Interest Period.  The term “Advance” shall include Swing Line Loans unless otherwise expressly provided.

“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person.

“Agent” means JPMorgan Chase in its capacity as contractual representative of the Lenders pursuant to Article X, and not in its individual capacity as a Lender, and any successor Agent appointed pursuant to Article X.

“Aggregate Commitment” means the aggregate of the Commitments of all the Lenders, as increased or reduced from time to time pursuant to the terms hereof.  The initial Aggregate Commitment is Four Hundred Twenty-Five Million and 00/100 Dollars ($425,000,000).

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

“Agreement” means this Second Amended and Restated Five-Year Revolving Credit Agreement, as it may be amended, restated, supplemented or otherwise modified and as in effect from time to time.

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

“Alternate Base Rate” means, for any day, a rate of interest per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the sum of the Federal Funds Effective Rate in effect on such day plus one-half of one percent (0.5%) per annum.   Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Applicable Fee Rate” means, with respect to the Commitment Fee at any time, the percentage rate per annum which is applicable at such time with respect to such fee as set forth in the Pricing Schedule.

“Applicable Margin” means, with respect to Advances of any Type at any time, the percentage rate per annum which is applicable at such time with respect to Advances of such Type as set forth in the Pricing Schedule.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

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“Arranger” means J.P. Morgan Securities Inc., and its successors, in its capacity as sole lead arranger and sole book runner for the loan transaction evidenced by this Agreement.

“Article” means an article of this Agreement unless another document is specifically referenced.

“Assignment Agreement” is defined in Section 12.3.1.

“Authorized Officer” means any of the chief executive officer, president, chief operating officer, chief financial officer, controller, treasurer or assistant treasurer of the Parent or the Borrower, acting singly.

“Available Aggregate Commitment” means, at any time, the Aggregate Commitment then in effect minus the Aggregate Outstanding Credit Exposure at such time.

“Borrower” means United Stationers Supply Co., an Illinois corporation, and its permitted successors and assigns (including, without limitation, a debtor in possession on its behalf).

“Borrowing Date” means a date on which an Advance is made hereunder.

“Borrowing Notice” is defined in Section 2.8.

“Business Day” means (i) with respect to any borrowing, payment or rate selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago, Illinois for the conduct of substantially all of their commercial lending activities, interbank wire transfers can be made on the Fedwire system and dealings in Dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Chicago, Illinois for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system.

“Capital Expenditures” means, without duplication, any expenditures for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Parent and its Subsidiaries prepared in accordance with Agreement Accounting Principles, excluding (i) expenditures of insurance proceeds to rebuild or replace any asset after a casualty loss, (ii) leasehold improvement expenditures for which the Parent or a Subsidiary is reimbursed by the lessor, sublessor or sublessee, (iii) expenditures of net cash proceeds of any asset sale permitted under Section 6.12, and (iv) with respect to any Permitted Acquisition, (a) the Purchase Price thereof and (b) any Capital Expenditures expended by the seller or entity to be acquired in any Permitted Acquisition prior to the date of such Permitted Acquisit ion.

“Capitalized Lease” of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

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“Capitalized Lease Obligations” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

“Cash Equivalent Investments” means (i) obligations of, or fully guaranteed by, the United States of America having maturities of not more than one year from the date of acquisition thereof, (ii) commercial paper rated A-1 or better by S&P or P-1 or better by Moody’s, (iii) demand deposit accounts maintained in the ordinary course of business, and (iv) certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in excess of $100,000,000, (v) money market funds that (a) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (b) are rated AAA by S&P or Aaa by Moody’s and (c) have portfolio assets of at least $5,000,000,000, (vi) marketable direct obligations issued by any state of the United States or any politi cal subdivision of any such state or any public instrumentality thereof having maturities of not more than 90 days from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s and (vii) repurchase obligations with a term of not more than 30 days underlying securities of the types described in clause (i) above entered into with any commercial bank meeting the qualifications specified in clause (iv) above.

“Change in Control” means (i) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934) of 30% or more of the outstanding shares of voting stock of the Parent having ordinary voting power for the election of directors; (ii) the Parent shall cease to own, directly or indirectly and free and clear of all Liens or other encumbrances (other than Liens in favor of the Agent), all of the outstanding shares of voting stock of the Borrower and, other than pursuant to a transaction otherwise permitted under this Agreement, the Guarantors, on a fully diluted basis; or (iii) the majority of the Board of Directors of the Parent fails to consist of Continuing Directors.

“Code” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time, and any rule or regulation issued thereunder.

“Collateral” means all property and interests in property now owned or hereafter acquired by the Parent or any of its Domestic Subsidiaries in or upon which a security interest, lien or mortgage is granted to the Agent, for the benefit of the Holders of Secured Obligations, or to the Agent, for the benefit of the Lenders, whether under the Security Agreement, under any of the other Collateral Documents or under any of the other Loan Documents; provided, however, that Collateral shall not include (i) property constituting “Securitization Collateral” as defined in the Security Agreement or (ii) any shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasury.

“Collateral Documents” means all agreements, instruments and documents executed in connection with this Agreement or the Existing Credit Agreement that are intended to create or evidence Liens to secure the Secured Obligations, including, without limitation, the Security Agreement, the Intellectual Property Security Agreements, and all other security agreements, mortgages, deeds of trust, loan agreements, notes, guarantees, subordination agreements,

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pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing statements and all other written matter whether heretofore, now, or hereafter executed by or on behalf of the Parent or any of its Domestic Subsidiaries and delivered to the Agent or any of the Lenders, together with all agreements and documents referred to therein or contemplated thereby.

“Collateral Shortfall Amount” is defined in Section 8.1.

“Commitment” means, for each Lender, including, without limitation, each LC Issuer, such Lender’s obligation to make Loans to, and participate in Facility LCs issued upon the application of, and each LC Issuer’s obligation to issue Facility LCs for the account of, the Borrower in an aggregate amount not exceeding the amount set forth for such Lender on the Commitment Schedule or in an Assignment Agreement delivered pursuant to Section 12.3, as such amount may be modified from time to time pursuant to the terms hereof.

“Commitment Fee” is defined in Section 2.5.1.

“Commitment Schedule” means the Schedule identifying each Lender’s Commitment as of the Restatement Effective Date attached hereto and identified as such.

“Consolidated Capital Expenditures” means, with reference to any period, the Capital Expenditures of the Parent and its Subsidiaries calculated on a consolidated basis for such period.

“Consolidated EBITDA” means, with respect to any period, Consolidated Net Income for such period plus, to the extent deducted from revenues in determining Consolidated Net Income for such period, (i) Consolidated Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv) amortization, (v) losses attributable to equity in Affiliates, (vi) non-cash charges related to employee compensation and (vii) any extraordinary non-cash or nonrecurring non-cash charges or losses, minus, to the extent included in Consolidated Net Income for such period, any extraordinary non-cash or nonrecurring non-cash gains, all calculated for the Parent and its Subsidiaries on a consolidated basis.

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

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

“Consolidated Interest Expense” means, with reference to any period, the interest expense of the Parent and its Subsidiaries calculated on a consolidated basis for such period (net of interest income), including, without limitation, yield or any other financing costs resembling interest which are payable under any Receivables Purchase Facility.

“Consolidated Net Income” means, with reference to any period, the net income (or loss) of the Parent and its Subsidiaries calculated on a consolidated basis for such period and on a FIFO basis of inventory valuation.

“Consolidated Net Worth” means at any time, with respect to any Person, the consolidated stockholders’ equity of such Person and its Subsidiaries calculated on a consolidated basis and on a FIFO basis of inventory valuation as of such time.

“Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or the obligations of any such Person as general partner of a partnership with respect to the liabilities of the partnership unless the underlying obligation is expressly made non-recourse to such general partner; provided, however, that the term Contingent Obligation shall not include endorsements of inst ruments 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 o f directors of such Person, such individual shall not be a Continuing Director.

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“Controlled Group” means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated) under common control which, together with the Parent or any of its Subsidiaries, are treated as a single employer under Section 414(b) or (c) of the Code.

“Conversion/Continuation Notice” is defined in Section 2.9.

“Credit Extension” means the making of an Advance or the issuance of a Facility LC hereunder.

“Credit Extension Date” means the Borrowing Date for an Advance or the issuance date for a Facility LC.

“Credit Party” means, collectively, the Parent, the Borrower and each of the Guarantors.

“Debt Incurrence Pro Forma” is defined in Section 6.14.11

“Default” means an event described in Article VII.

“Departing Lender” means each lender under the Existing Credit Agreement that executes and delivers to the Agent a Departing Lender Signature Page.

“Departing Lender Signature Page” means each signature page to this Agreement on which it is indicated that the Departing Lender executing the same shall cease to be a party to the Existing Credit Agreement on the Restatement Effective Date.

“Designated Lender” means, with respect to each Designating Lender, each Eligible Designee designated by such Designating Lender pursuant to Section 12.1.2.

“Designating Lender” means, with respect to each Designated Lender, the Lender that designated such Designated Lender pursuant to Section 12.1.2.

“Designation Agreement” is defined in Section 12.1.2.

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

“Dollar”, “dollar” and “$” means the lawful currency of the United States of America.

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

“Eligible Designee” means a special purpose corporation, partnership, trust, limited partnership or limited liability company that is administered by the respective Designating Lender or an Affiliate of such Designating Lender and (i) is organized under the laws of the

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United States of America or any state thereof, (ii) is engaged primarily in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and (iii) issues (or the parent of which issues) commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof by Moody’s.

“Environmental Laws” means any and all applicable federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to (i) the protection of the environment, (ii) the effect of the environment on human health, (iii) emissions, discharges or releases of pollutants, contaminants, hazardous substances or wastes into surface water, ground water or land, or (iv) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, hazardous substances or wastes or the clean-up or other remediation thereof.

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

“Eurodollar Advance” means an Advance which, except as otherwise provided in Section 2.11, bears interest at the applicable Eurodollar Rate.

“Eurodollar Base Rate” means, with respect to a Eurodollar Advance for the relevant Interest Period, the applicable British Bankers’ Association LIBOR rate for deposits in Dollars as quoted on the applicable Reuters screen as of 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, provided that, if no such British Bankers’ Association LIBOR rate is available to the Agent, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the rate determined by the Agent to be the rate at which JPMorgan Chase or one of its affiliate banks offers to place deposits in Dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, in the approximate amount of JPMorgan Chase’s relevant Eurodollar Loan and having a maturity equal to such Interest Period.

“Eurodollar Loan” means a Revolving Loan which, except as otherwise provided in Section 2.11, bears interest at the applicable Eurodollar Rate.

“Eurodollar Rate” means, with respect to a Eurodollar Advance for the relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (ii) the then Applicable Margin, changing as and when the Applicable Margin changes.

“Excluded Taxes” means, in the case of each Lender or applicable Lending Installation and the Agent, taxes imposed on its overall net income, and franchise taxes or similar taxes imposed on it, by (i) the jurisdiction under the laws of which such Lender, such Lending Installation or the Agent is incorporated or organized or any political combination or subdivision or taxing authority thereof, (ii) the jurisdiction in which the Agent’s, such Lending Installation’s or such Lender’s principal executive office or such Lender’s applicable Lending Installation is

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located or (iii) any other jurisdiction except to the extent the imposition of such taxes results solely from the Borrower’s operations or presence in such jurisdiction as reasonably determined by the Lender or the Agent, as applicable.

“Exhibit” refers to an exhibit to this Agreement, unless another document is specifically referenced.

“Existing Credit Agreement” is defined in the Preliminary Statements.

“Existing Revolving Loan” is defined in Section 2.1.1.

“Facility LC” is defined in Section 2.20.1.

“Facility LC Application” is defined in Section 2.20.3.

“Facility LC Collateral Account” is defined in Section 2.20.11.

“Facility Termination Date” means the earlier of (a) July 5, 2012 and (b) the date of termination in whole of the Aggregate Commitment pursuant to Section 2.5 hereof or the Commitments pursuant to Section 8.1 hereof.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any date that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

“Floating Rate” means, for any day, a rate per annum equal to the sum of (i) the Alternate Base Rate for such day, changing when and as the Alternate Base Rate changes plus (ii) the then Applicable Margin, changing as and when the Applicable Margin changes.

“Floating Rate Advance” means an Advance which, except as otherwise provided in Section 2.11, bears interest at the Floating Rate.

“Floating Rate Loan” means a Revolving Loan which, except as otherwise provided in Section 2.11, bears interest at the Floating Rate.

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

“Foreign Subsidiary Investment” means the sum, without duplication, of (i) the aggregate outstanding principal amount of all intercompany loans made on or after the Restatement Effective Date from any Credit Party to any Foreign Subsidiary; (ii) all outstanding Investments made on or after the Restatement Effective Date by any Credit Party in any Foreign Subsidiary;

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and (iii) an amount equal to the net benefit derived by the Foreign Subsidiaries resulting from any non-arm’s-length transactions, or any other transfer of assets conducted, in each case entered into on or after the Restatement Effective Date, between any Credit Party, on the one hand, and such Foreign Subsidiaries, on the other hand, other than (a) transactions in the ordinary course of business, (b) in respect of legal, accounting, reporting, listing and similar administrative services provided by any Credit Party to any such Foreign Subsidiary in the ordinary course of business consistent with past practice and (c) any transfer of shares of the Parent’s capital stock that have been repurchased by the Parent and held in treasury.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Guarantor” means each of the Parent’s Domestic Subsidiaries (other than the Borrower and any SPV) and all other Subsidiaries of the Parent which become Guarantors in satisfaction of the provisions of Section 6.23, in each case, together with their respective permitted successors and assigns.

“Guaranty” means the Guaranty, dated as of March 21, 2003, made by the Parent and certain Subsidiaries of the Parent in favor of the Agent for the benefit of the Holders of Secured Obligations, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Holders of Secured Obligations” means the holders of the Secured Obligations from time to time and shall refer to (i) each Lender in respect of its Loans, (ii) the LC Issuers in respect of Reimbursement Obligations, (iii) the Agent, the Lenders and the LC Issuers in respect of all other present and future obligations and liabilities of the Parent, the Borrower or any of their respective Domestic Subsidiaries of every type and description arising under or in connection with this Agreement or any other Loan Document, (iii) each Person benefiting from indemnities made by the Parent, the Borrower or any Subsidiary hereunder or under other Loan Documents, (iv) each Lender (or Affiliate thereof), in respect of all Rate Management Obligations of the Borrower to such Lender (or such Affiliate) as exchange party or counterparty under any Rate Management Transaction, a nd (v) their respective successors, transferees and assigns (to the extent not prohibited by this Agreement).

“Identified Disclosure Documents” means, collectively, the Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, the Parent’s Quarterly Report on Form 10-Q for the period ending on March 31, 2007, and the Current Reports on Form 8-K filed by the Parent on February 16, 2007, February 27, 2007, March 28, 2007, May 4, 2007, May 17, 2007 and June 13, 2007, in each case as filed with the SEC, and any written disclosure memorandum delivered to the Lenders on or prior to July 3 2007.

“Indebtedness” of a Person means, at any time, without duplication, such Person’s (i) obligations for borrowed money which in accordance with Agreement Accounting Principles would be shown as a liability on the consolidated balance sheet of such Person, (ii) obligations representing the deferred purchase price of Property or services (other than current accounts payable arising in the ordinary course of such Person’s business payable on terms customary in

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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) Cont ingent Obligations of such Person in respect of any Indebtedness, (viii) reimbursement obligations under Letters of Credit, bankers’ acceptances, surety bonds and similar instruments, (ix) Off-Balance Sheet Liabilities, (x) Net Mark-to-Market Exposure under Rate Management Transactions and (xi) Disqualified Stock.

“Intellectual Property Security Agreements” means each of (i) the Trademark Security Agreement, dated as of March 21, 2003, by and among the Agent and the Borrower, Azerty Incorporated and Lagasse, Inc., (ii) the Copyright Security Agreement, dated as of March 21, 2003, by and between the Agent and the Borrower, and (iii) such other intellectual property security documents as the Borrower or any Affiliate may from time to time make in favor of the Agent, in each case as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Interest Period” means, with respect to a Eurodollar Advance, a period of one, two, three or six months, or, to the extent available to all of the Lenders, nine or twelve months, commencing on a Business Day selected by the Borrower pursuant to this Agreement.  Such Interest Period shall end on but exclude the day which corresponds numerically to such date one, two, three or six months, or if applicable nine or twelve months, thereafter, provided, however, that if there is no such numerically corresponding day in such next, second, third, sixth, ninth or twelfth succeeding month, such Interest Period shall end on the last Business Day of such next, second, third, sixth, ninth or twelfth succeeding month.  If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provi ded, however, that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day.

“Investment” of a Person means any loan, advance (other than commission, travel, relocation and similar advances to directors, officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade) or contribution of capital by such Person; stocks, bonds, mutual funds, partnership interests, notes, debentures or other securities owned by such Person; any deposit accounts and certificates of deposit owned by such Person; and structured notes, derivative financial instruments and other similar instruments or contracts owned by such Person.

“JPMorgan Chase” means JPMorgan Chase Bank, National Association, in its individual capacity, and its successors.

“LC Fee” is defined in Section 2.20.4.

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“LC Issuer” means JPMorgan Chase (or any Subsidiary or Affiliate of JPMorgan Chase designated by JPMorgan Chase) or any of the other Lenders, as applicable, in its respective capacity as issuer of Facility LCs hereunder.

“LC Obligations” means, at any time, the sum, without duplication, of (i) the aggregate undrawn amount under all Facility LCs outstanding at such time plus (ii) the aggregate unpaid amount at such time of all Reimbursement Obligations.

“LC Payment Date” is defined in Section 2.20.5.

“LC Reimbursement Date” is defined in Section 2.20.6.

“Lenders” means the lending institutions listed on the signature pages of this Agreement and their respective successors and assigns.  Unless otherwise specified, the term “Lenders” includes the Swing Line Lender and the LC Issuers.

“Lending Installation” means, with respect to a Lender or the Agent, the office, branch, Subsidiary or Affiliate of such Lender or the Agent listed on the signature pages hereof or on the administrative information sheets provided to the Agent in connection herewith or on a Schedule or otherwise selected by such Lender or the Agent pursuant to Section 2.17.

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

“Leverage Ratio” is defined in Section 6.20.

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

“Loan” means, with respect to a Lender, such Lender’s loan made pursuant to Article II (or any conversion or continuation thereof), whether constituting a Revolving Loan or a Swing Line Loan.

“Loan Documents” means this Agreement, the Facility LC Applications, the Collateral Documents, the Guaranty, and all other documents, instruments, notes (including any Notes issued pursuant to Section 2.13 (if requested)) and agreements executed in connection herewith or therewith or contemplated hereby or thereby, as the same may be amended, restated or otherwise modified and in effect from time to time.

“Material Adverse Effect” means a material adverse effect on (i) the business, condition (financial or otherwise), operations, Properties or prospects of the Parent and its Subsidiaries taken as a whole, or the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Parent, the Borrower or any Subsidiary to perform its obligations under the Loan Documents, (iii) the validity or enforceability of any of the Loan Documents or (iv) the rights or remedies of

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the Agent, the LC Issuers or the Lenders thereunder or their rights with respect to the Collateral taken as a whole.

“Material Foreign Subsidiary” means any direct or indirect first-tier Foreign Subsidiary of the Parent that at any time has (i) (a) sales as of the last day of any fiscal quarter (calculated on a consolidated basis for such Subsidiary and its consolidated Subsidiaries for the twelve-month period then ended) greater than or equal to five percent (5%) of consolidated sales of the Parent and its Subsidiaries for such period and (b) Consolidated EBITDA as of the last day of such fiscal quarter (calculated on a consolidated basis for such Subsidiary and its consolidated Subsidiaries for the twelve-month period then ended) greater than or equal to five percent (5%) of Consolidated EBITDA of the Parent and its Subsidiaries for such period, or (ii) on a consolidated basis for such Subsidiary and its consolidated Subsidiaries at any time five percent (5%) or more of the con solidated total assets of the Parent and its Subsidiaries as reported in the most recent annual or quarterly financial statements of the Parent delivered pursuant to Section 6.1.1 or 6.1.2.

“Material Indebtedness” means any Indebtedness in an outstanding principal amount of $25,000,000 or more in the aggregate (or the equivalent thereof in any currency other than Dollars), other than the Obligations.

“Maximum Payment Amount” means an amount equal to (1) the greater of (a) $50,000,000 and (b) an amount equal to (x) $50,000,000 plus (y) 50% of Consolidated Net Income in each fiscal quarter beginning with the fiscal quarter ending June 30, 2007 plus (2) the net cash proceeds received by the Parent or the Borrower since the Restatement Effective Date from the exercise of stock options issued to directors, officers and employees of the Parent, the Borrower or the Borrower’s Subsidiaries, minus (3) the Distributions, or any portion of a Distribution, made since June 30, 2007 pursuant to Section 6.10(iv)(b) which Distributions (or portion thereof) results in the Leverage Ratio exceeding, or are otherwise made at a time when the Leverage Ratio exceeds, in each case calculated on a pro forma basis based on the Parent’s most recent financial statements delivered pursuant to Section 6.1 and giving effect to any Permitted Acquisition since the date of such financial statements, such Distributions (or portion thereof) and any Indebtedness incurred in connection therewith, all in accordance with the terms of this Agreement, 2.75 to 1.00.

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

“Moody’s” means Moody’s Investors Services, Inc. and any successor thereto.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, which is covered by Title IV of ERISA and to which the Parent or any member of the Controlled Group is obligated to make contributions.

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

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“unrealized profits” means the fair market value of the gain to such Person of replacing such Rate Management Transaction as of the date of determination (assuming such Rate Management Transaction were to be terminated as of that date).

“Non-U.S. Lender” is defined in Section 3.5(iv).

“Note” is defined in Section 2.13.

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all Reimbursement Obligations, accrued and unpaid fees, all expense and other reimbursement obligations, and all indemnities and other obligations of any Credit Party to the Agent, any Lender, the Arranger (or any Affiliate of any of the foregoing) or any Person benefiting from indemnities made by any Credit Party hereunder or under any other Loan Document, in each case of any kind or nature, present or future, arising under this Agreement, the Existing Credit Agreement or any other Loan Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired.  The term includes, without limitation, all interest, charges, expenses, fees, outside attorneys’ fees and disbursements, p aralegals’ fees (in each case whether or not allowed under the Federal bankruptcy laws), and any other sum chargeable to any Credit Party under this Agreement, the Existing Credit Agreement or any other Loan Document.

“Off-Balance Sheet Liability” of a Person means, without duplication, the principal component of (i) any Receivables Purchase Facility or any other repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person (other than the sale or disposition in the ordinary course of business of accounts or notes receivable in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables)) or (ii) any liability under any so-called “synthetic lease” or “tax ownership operating lease” transaction entered into by such Person; provided that “Off-Balance Sheet Liabilities” shall not include the principal component of the foregoing if such principal component (a) is otherwise reflected as a liability on s uch 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.

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

“Participants” is defined in Section 12.2.1.

“Payment Date” means the last day of each March, June, September and December and the Facility Termination Date.

“Permitted Acquisition” is defined in Section 6.13.5.

“Permitted Customer Financing Guarantee” means any guaranty or repurchase or recourse obligations of the Borrower, incurred in the ordinary course of business, in respect of Indebtedness incurred by a customer of the Borrower; provided that the Borrower’s obligations in respect of all such guarantees and other recourse obligations shall not exceed $30,000,000 in the aggregate.

“Permitted Priority Liens” means any Liens permitted by Section 6.15 and (i) arising by operation of applicable law (and not solely by contract) and are perfected (other than by the filing of a financing statement or other filing or control agreement) and accorded priority over the Agent’s Liens on the Collateral by operation of applicable law, (ii) arising under any of Sections 6.15.6, 6.15.7 or 6.15.23 or reflected on any title commitment issued with any Collateral Document, or (iii) securing purchase money Indebtedness, Capitalized Lease Obligations or Indebtedness described in the parenthetical of Section 6.14.13, in each case to the extent the same are permitted to exist or otherwise be incurred hereunder.

“Permitted Purchase Money Indebtedness” is defined in Section 6.14.5.

“Person” means any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

“Plan” means an employee pension benefit plan, excluding any Multiemployer Plan, which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code as to which the Parent or any member of the Controlled Group may have any liability.

“Pricing Schedule” means the Schedule identifying the Applicable Margin and Applicable Fee Rate attached hereto and identified as such.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

“Property” of a Person means any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

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“Pro Rata Share” means, with respect to a Lender, a portion equal to a fraction the numerator of which is such Lender’s Commitment at such time (in each case, as adjusted from time to time in accordance with the provisions of this Agreement) and the denominator of which is the Aggregate Commitment at such time, or, if the Aggregate Commitment has been terminated, a fraction the numerator of which is such Lender’s Outstanding Credit Exposure at such time and the denominator of which is the sum of the Aggregate Outstanding Credit Exposure at such time.

“Purchase Price” means the total consideration and other amounts payable in connection with any Acquisition, including, without limitation, any portion of the consideration payable in cash, all Indebtedness incurred or assumed in connection with such Acquisition, but exclusive of the value of any capital stock or other equity interests of the Parent, the Borrower or any Subsidiary issued as consideration for such Acquisition.

“Purchasers” is defined in Section 12.3.1.

“Rate Management Obligations” of a Person means any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (i) any and all Rate Management Transactions, and (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Rate Management Transactions.

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

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

“Receivables Purchase Facility” means any securitization facility made available to the Parent, the Borrower or any of its Subsidiaries, pursuant to which receivables of the Parent, the Borrower or any of its Subsidiaries are transferred, directly or indirectly, to one or more SPVs,

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and thereafter to certain investors, pursuant to the terms and conditions of the Receivables Purchase Documents.

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by banks, non-banks and non-broker lenders for the purpose of purchasing or carrying margin stocks applicable to member banks of the Federal Reserve System.

“Regulation X” means Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor or other regulation or official interpretation of said Board of Governors relating to the extension of credit by foreign lenders for the purpose of purchasing or carrying margin stock (as defined therein).

“Reimbursement Obligations” means, at any time, with respect to any LC Issuer, the aggregate of all obligations of the Borrower then outstanding under Section 2.20 to reimburse such LC Issuer for amounts paid by such LC Issuer in respect of any one or more drawings under Facility LCs issued by such LC Issuer; or, as the context may require, all such Reimbursement Obligations then outstanding to reimburse all of the LC Issuers.

“Required Lenders” means Lenders in the aggregate holding more than 50% of the sum of the Aggregate Commitment plus the aggregate principal amount of all Term Loans, if any, or, if the Aggregate Commitment has been terminated, Lenders in the aggregate holding more than 50% of the sum of the Aggregate Outstanding Credit Exposure plus the aggregate principal amount of all Term Loans, if any.

“Reserve Requirement” means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed under Regulation D on “Eurocurrency liabilities” (as defined in Regulation D).

“Restatement Effective Date” means July 5 , 2007.

“Revolving Loan” means, with respect to a Lender, such Lender’s loan made pursuant to its commitment to lend set forth in Section 2.1 (and any conversion or continuation thereof) and includes any Existing Revolving Loan.

“S&P” means Standard and Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“Schedule” refers to a specific schedule to this Agreement, unless another document is specifically referenced.

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“SEC” means the United States Securities and Exchange Commission, and any successor thereto.

“Section” means a numbered section of this Agreement, unless another document is specifically referenced.

“Secured Obligations” means, collectively, (i) the Obligations and (ii) so long as any Lender shall remain a Lender hereunder, all Rate Management Obligations owing in connection with Rate Management Transactions to such Lender or any Affiliate of such Lender.

“Security Agreement” means the Pledge and Security Agreement, dated as of March 21, 2003, by and between the Borrower, the Parent and certain Subsidiaries of the Parent, as grantors thereunder, and the Agent for the benefit of the Holders of Secured Obligations, as the same may be amended, restated, supplemented or otherwise modified from time to time.

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

“Solvent” means, when used with respect to the Parent and its Subsidiaries (on a consolidated basis), that at the time of determination:

(i)the fair value of their consolidated assets (both at fair valuation and at present fair saleable value) is equal to or in excess of the total amount of their consolidated liabilities, including without limitation contingent liabilities; and

(ii)they are then able and presently expect to be able to pay their consolidated debts as they mature; and

(iii)they have capital sufficient to carry on their business as conducted.

With respect to contingent liabilities (such as litigation, guarantees and pension plan liabilities), such liabilities shall be computed at the amount which, in light of all the facts and circumstances existing at the time, represent the amount which can be reasonably be expected to become an actual or matured liability.

“SPV” means any special purpose entity established for the purpose of purchasing receivables in connection with a receivables securitization transaction permitted under the terms of this Agreement.

“Subsidiary” of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.  Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Parent.

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“Substantial Portion” means, with respect to the Property of the Parent and its Subsidiaries, Property which represents more than 10% of the consolidated assets of the Parent and its Subsidiaries or property which is responsible for more than 10% of the consolidated net sales or of the Consolidated Net Income of the Parent and its Subsidiaries, in each case, as would be shown in the consolidated financial statements of the Parent and its Subsidiaries as at the end of the four fiscal quarter period ending with the fiscal quarter immediately prior to the fiscal quarter in which such determination is made (or if financial statements have not been delivered hereunder for that fiscal quarter which ends the four fiscal quarter period, then the financial statements delivered hereunder for the quarter ending immediately prior to that quarter).

“Swing Line Borrowing Notice” is defined in Section 2.4.2.

“Swing Line Commitment” means the obligation of the Swing Line Lender to make Swing Line Loans up to a maximum principal amount of $30,000,000 at any one time outstanding.

“Swing Line Lender” means JPMorgan Chase or such other Lender which may succeed to its rights and obligations as Swing Line Lender pursuant to the terms of this Agreement.

“Swing Line Loan” means a Loan made available to the Borrower by the Swing Line Lender pursuant to Section 2.4 and includes any “Swing Line Loan” made pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date.

“Taxes” means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and any and all liabilities with respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

“Term Loan” is defined in Section 2.21.

“Transferee” is defined in Section 12.4.

“Type” means, with respect to any Advance, its nature as a Floating Rate Advance or a Eurodollar Advance and with respect to any Revolving Loan, its nature as a Floating Rate Loan or a Eurodollar Loan.

“Unmatured Default” means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default.

“Weighted Average Life to Maturity” means when applied to any Indebtedness at any date, the number of years obtained by dividing (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required scheduled payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (ii) the then outstanding principal amount of such Indebtedness.

“Wholly-Owned Subsidiary” of a Person means (i) any Subsidiary all of the outstanding voting securities (other than directors’ qualifying shares) of which shall at the time be owned or

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controlled, directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of such Person, or (ii) any partnership, limited liability company, association, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

1.2.Plural Forms.  The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

ARTICLE II

THE CREDITS

2.1.Existing Revolving Loans; Commitment.

2.1.1  Existing Revolving Loans.  Prior to the Restatement Effective Date, revolving loans were previously made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement (such outstanding revolving loans being hereinafter referred to as the “Existing Revolving Loans”).  Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Restatement Effective Date but subject to the satisfaction of the conditions precedent set forth in Sections 4.1 and 4.2 (as applicable), the Existing Revolving Loans shall be reevidenced as Revolving Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement.

2.1.2  Commitment.  From and including the Restatement Effective Date and prior to the Facility Termination Date, upon the satisfaction of the conditions precedent set forth in Sections 4.1 and 4.2, as applicable, each Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to (i) make Revolving Loans to the Borrower in Dollars from time to time and (ii) participate in Facility LCs issued upon the request of the Borrower, in each case in an amount not to exceed in the aggregate at any one time outstanding its Pro Rata Share of the Available Aggregate Commitment; provided that at no time shall the Aggregate Outstanding Credit Exposure hereunder exceed the Aggregate Commitment.  Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the Facility T ermination Date.  The commitment of each Lender to lend hereunder shall automatically expire on the Facility Termination Date.  The LC Issuers will issue Facility LCs hereunder on the terms and conditions set forth in Section 2.20.

2.2.Required Payments; Termination.  Any outstanding Advances and all other unpaid Secured Obligations shall be paid in full by the Borrower on the Facility Termination Date.  Notwithstanding the termination of the Commitments under this Agreement on the Facility Termination Date, until all of the Secured Obligations (other than contingent indemnity obligations) shall have been fully paid and satisfied and all financing arrangements among the Borrower and the Lenders hereunder and under the other Loan Documents shall have been

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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 R evolving 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 (5th) Business Day after the Borrowing Date

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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 (5th) Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Revolving Loan in the amount of such Lender’s Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Line Loan.  Not later than 2:00 p.m. (Chicago time) on the date of any notice received pursuant to this Section 2.4.4, each Lender shall make available its required Revolving Loan, in funds immediately available in Chicago to the Agent at its address specified pursuant to Article XIII.  Revolving Loans made pursuant to this Section 2.4.4 shall initially be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Loans in the manner provided in Section 2.9 and subject to the other conditions and limitations set forth in this Article II.  Unless a Lender shall have notified the Swing Line Lender, prior to its making any Swing Line Loan, that any applicable condition precedent set forth in Sections 4.1 or 4.2 had not then been satisfied, such Lender’s obligation to make Revolving Loans pursuant to this Section 2.4.4 to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Agent, the Swing Line Lender or any other Person, (b) the o ccurrence or continuance of a Default or Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever.  In the event that any Lender fails to make payment to the Agent of any amount due under this Section 2.4.4, the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied.  In addition to the foregoing, if for any reason any Lender fails to make payment to the Agent of any amount due under this Section 2.4.4, such Lender shall be deemed, at the option of the Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received.  On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.

2.5.Commitment Fee; Aggregate Commitment.

2.5.1  Commitment Fee.  The Borrower shall pay to the Agent, for the account of the Lenders in accordance with their Pro Rata Shares of the Aggregate Commitment, from and after the Restatement Effective Date until the date on which the Aggregate Commitment shall be terminated in whole, a commitment fee (the “Commitment Fee”) accruing at the rate of the then Applicable Fee Rate on the daily average Available Aggregate Commitment (excluding from the calculation thereof, the Swing Line Loans).  All such Commitment Fees payable hereunder shall be payable quarterly in arrears on each Payment Date.  In addition, on the Restatement Effective Date, the Borrower shall

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pay to the Agent for the ratable account of the lenders then party to the Existing Credit Agreement, the accrued and unpaid commitment fees under the Existing Credit Agreement through the Restatement Effective Date.

2.5.2  Reductions in Aggregate Commitment.  The Borrower may permanently reduce the Aggregate Commitment in whole, or in part, ratably among the Lenders in a minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess thereof), upon at least three (3) Business Days’ prior written notice to the Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure.  All accrued Commitment Fees shall be payable on the effective date of any termination of the Commitments.

2.6.Minimum Amount of Each Advance.  Each Eurodollar Advance shall be in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess thereof), and each Floating Rate Advance (other than an Advance to repay Swing Line Loans or to refund Reimbursement Obligations) shall be in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess thereof), provided, however, that any Floating Rate Advance may be in the amount of the Available Aggregate Commitment.

2.7.Optional Principal Payments.  The Borrower may from time to time pay, without penalty or premium, all outstanding Floating Rate Advances (other than Swing Line Loans), or any portion of the outstanding Floating Rate Advances (other than Swing Line Loans), in a minimum aggregate amount of $1,000,000 or any integral multiple of $100,000 in excess thereof, with notice to the Agent by 11:00 a.m. (Chicago time) on the date of any anticipated repayment.  The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans, or, in a minimum amount of $100,000 and increments of $100,000 in excess thereof, any portion of the outstanding Swing Line Loans, wit h notice to the Agent and the Swing Line Lender by 12:00 noon (Chicago time) on the date of repayment.  The Borrower may from time to time pay, subject to the payment of any funding indemnification amounts required by Section 3.4 but without penalty or premium, all outstanding Eurodollar Advances, or, in a minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof, any portion of the outstanding Eurodollar Advances upon three (3) Business Days’ prior notice to the Agent.

2.8.Method of Selecting Types and Interest Periods for New Advances.  The Borrower shall select the Type of Advance and, in the case of each Eurodollar Advance, the Interest Period applicable thereto from time to time; provided that there shall be no more than twelve (12) Interest Periods in effect with respect to all of the Revolving Loans at any time, unless such limit has been waived by the Agent in its sole discretion.  The Borrower shall give the Agent irrevocable notice (a “Borrowing Notice”) not later than 12:00 noon (Chicago time) on the Borrowing Date of each Floating Rate Advance (other than a Swing Line Loan) and three (3) Business Days before the Bor rowing 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,

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(iii)the Type of Advance selected, and

(iv)in the case of each Eurodollar Advance, the Interest Period applicable thereto.

Not later than 2:00 p.m. (Chicago time) on each Borrowing Date, each Lender shall make available its Revolving Loan or Revolving Loans in Federal or other funds immediately available in Chicago to the Agent at its address specified pursuant to Article XIII.  The Agent will promptly make the funds so received from the Lenders available to the Borrower at the Agent’s aforesaid address in an account maintained and designated by the Borrower.

2.9.Conversion and Continuation of Outstanding Advances; No Conversion or Continuation of Eurodollar Advances After Default.  Floating Rate Advances (other than Swing Line Advances) shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into Eurodollar Advances pursuant to this Section 2.9 or are repaid in accordance with Section 2.7.  Each Eurodollar Advance shall continue as a Eurodollar Advance until the end of the then applicable Interest Period therefor, at which time such Eurodollar Advance shall be automatically converted into a Floating Rate Advance unless (x) such Eurodollar Advance is or was repaid in accordance wi th Section 2.7 or (y) the Borrower shall have given the Agent a Conversion/Continuation Notice requesting that, at the end of such Interest Period, such Eurodollar Advance continue as a Eurodollar Advance for the same or another Interest Period.  Subject to the terms of Section 2.6 and the payment of any funding indemnification amounts required by Section 3.4, the Borrower may elect from time to time to convert all or any part of an Advance of any Type (other than a Swing Line Advance) into any other Type or Types of Advances.  Notwithstanding anything to the contrary contained in this Section 2.9, during the continuance of a Default, the Agent may (or shall at the direction of the Required Lenders), by notice to the Borrower, declare that no Advance may be made as, converted to or, following the expiration of any Interest Periods then in effect, continued as a Eurodollar Advance.  The Borrower shall give the Agent irrevocable notice (a “Conversion/Continuation No tice”) 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

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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 th e Eurodollar Rate applicable to such Eurodollar Advance and otherwise in accordance with the terms hereof.  No Interest Period may end after the Facility Termination Date.

2.11.Rates Applicable After Default.  During the continuance of a Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest rates), declare that (i) each Eurodollar Advance shall bear interest for the remainder of the applicable Interest Period at a rate per annum equal to the Floating Rate in effect from time to time plus 2% per annum, (ii) each Floating Rate Advance and each Swing Line Loan shall bear interest at a rate per annum equal to the Floating Rate in effect from time to time plus 2% per annum, and (iii) the LC Fee described in the first sentence of Section 2.20.4 shall be increased to a rate per annum equal to the Applicable Margin for Eurodollar Loans in effect from time to time plus 2% per annum; provided that, during the continuance of a Default under Section 7.2, 7.6 or 7.7, the interest rates set forth in clauses (i) and (ii) above and the increase in the LC Fee set forth in clause (iii) above shall be applicable without any election or action on the part of the Agent, any LC Issuer or any Lender.

2.12.Method of Payment.  All payments of the Obligations hereunder shall be made, without setoff, deduction, or counterclaim, in immediately available funds to the Agent at the Agent’s address specified pursuant to Article XIII, or at any other Lending Installation of the Agent specified in writing by the Agent to the Borrower, by 12:00 noon (Chicago time) on the date when due and shall (except with respect to repayments of Swing Line Loans, and except in the case of Reimbursement Obligations for which any LC Issuer has not been fully indemnified by the Lenders, or as otherwise specifically required hereunder) be applied ratably by the Agent among the Lenders.  Each payment delivered t o the Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender in the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender.  Each reference to the Agent in this Section 2.12 shall also be deemed to refer, and shall apply equally, to the LC Issuers in the case of payments required to be made by the Borrower to the LC Issuers pursuant to Section 2.20.6.

2.13.Noteless Agreement; Evidence of Indebtedness.  (i) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Revolving Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

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(ii)The Agent shall also maintain accounts in which it will record (a) the date and the amount of each Revolving Loan made hereunder, the Type thereof and the Interest Period (in the case of a Eurodollar Advance) with respect thereto, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (c) the original stated amount of each Facility LC and the amount of LC Obligations (including specifying Reimbursement Obligations) outstanding at any time, (d) the effective date and amount of each Assignment Agreement delivered to and accepted by it and the parties thereto pursuant to Section 12.3, (e) the amount of any sum received by the A gent hereunder from the Borrower and each Lender’s share thereof, and (f) all other appropriate debits and credits as provided in this Agreement, including, without limitation, all fees, charges, expenses and interest.

(iii)The entries maintained in the accounts maintained pursuant to paragraphs (i) and (ii) above shall be prima facie evidence (absent manifest error) of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with their terms.

(iv)Any Lender may request that its Revolving Loans or, in the case of the Swing Line Lender, the Swing Line Loans, be evidenced by a promissory note in substantially the form of Exhibit D with appropriate changes for notes evidencing Swing Line Loans (a “Note”).  In such event, the Borrower shall prepare, execute and deliver to such Lender such Note payable to the order of such Lender or its registered assigns.  Thereafter, the Revolving Loans evidenced by such Note and interest thereon shall at all times (prior to any assignment pursuant to Section 12.3) be represented by one or more Notes payable to the order of the payee named therein, except to the extent that any such Lender subsequently returns any such Note for cancellation and requests that such Revolving Loans once again be evidenced as described in paragraphs (i) and (ii) above.

2.14.Telephonic Notices.  The Borrower hereby authorizes the Lenders and the Agent to extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of the Borrower, it being understood that the foregoing authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation Notices to be given telephonically.  The Borrower agrees to deliver promptly to the Agent a written confirmation, signed by an Authorized Officer, if such confirmation is requested by the Agent or any Lender, of each telephonic notice.  If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error.

2.15.Interest Payment Dates; Interest and Fee Basis.  Interest accrued on each Floating Rate Advance shall be payable in arrears on each Payment Date, commencing with the first such date to occur after the Restatement Effective Date, on any date on which the Floating Rate Advance is prepaid, whether due to acceleration or otherwise, and at maturity.  Interest accrued

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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 wil l give the Borrower and each Lender prompt notice of each change in the Alternate Base Rate.  Not later than 2:00 p.m. (Chicago time) on each Borrowing Date, each Lender shall make available its Revolving Loan or Revolving Loans in funds immediately available in Chicago to the Agent at its address specified pursuant to Article XIII.  The Agent will promptly make the funds so received from the Lenders available to the Borrower at the Agent’s aforesaid address in an account maintained and designated by the Borrower.

2.17.Lending Installations.  Each Lender may book its Revolving Loans and its participation in any LC Obligations and the LC Issuers may book the Facility LCs issued by it at any Lending Installation selected by such Lender or LC Issuer, as applicable, and may change its Lending Installation from time to time.  All terms of this Agreement shall apply to any such Lending Installation and the Revolving Loans, Facility LCs, participations in LC Obligations and any Notes issued hereunder shall be deemed held by each Lender or LC Issuer, as applicable, for the benefit of any such Lending Installation.  Each Lender and LC Issuer may, by written notice to the Agent and the Borrower in accordance w ith Article XIII, designate replacement or additional Lending Installations through which Revolving Loans will be made by it or Facility LCs will be issued by it and for whose account Revolving Loan payments or payments with respect to Facility LCs are to be made.  In addition, each such Lender that books its Revolving Loans and its participation in any LC Obligations at any Lending Installation and each LC Issuer that books the Facility LCs issued by it at any Lending Installation as provided in this Section

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2.17, (i) shall keep a register for the registration relating to each such Revolving Loan, LC Obligation and Facility LC, as applicable, specifying such Lending Installation’s name, address and entitlement to payments of principal and interest or any other payments with respect to such Revolving Loan, LC Obligation and Facility LC, as applicable, and each transfer thereof and the name and address of each transferee and (ii) shall collect, prior to the time such Lending Installation receives payment with respect to such Revolving Loans, LC Obligations and Facility LCs, as applicable as the case may be, from each such Lending Installation, the appropriate forms, certificates, and statements described in Section 3.5 (and updated as required by Section 3.5) as if Lending Installation were a Lender under Section 3.5.

2.18.Non-Receipt of Funds by the Agent.  Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (i) in the case of a Lender, the proceeds of a Revolving Loan or (ii) in the case of the Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders, that it does not intend to make such payment, the Agent may assume that such payment has been made.  The Agent may, but shall not be obligated to, make the amount of such payment available to the intended recipient in reliance upon such assumption.  If such Lender or the Borrower, as the case may be, has not in fac t made such payment to the Agent, the recipient of such payment shall, on demand by the Agent, repay to the Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to (x) in the case of payment by a Lender, the Federal Funds Effective Rate for such day for the first three days and, thereafter, the interest rate applicable to the relevant Revolving Loan or (y) in the case of payment by the Borrower, the interest rate applicable to the relevant Revolving Loan.

2.19.Replacement of Lender.  If (i) the Borrower is required pursuant to Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any Lender’s obligation to make or continue, or to convert Floating Rate Advances into, Eurodollar Advances shall be suspended pursuant to Section 3.3, (ii) any Lender becomes insolvent and its assets become subject to a receiver, liquidator, trustee, custodian or other Person having similar powers, (iii) any Lender refuses to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement requiring the consent of all Lenders (or all affected Lenders) pursuant to Section 8.2 and th e same have been approved by the Required Lenders, or (iv) any Lender defaults on its obligation to make available its Pro Rata Share of any Advance or to fund its Pro Rata Share of any unreimbursed payment as required by this Agreement (or such Lender has notified the Borrower and the Agent in writing that it does not intend to comply with is obligations under this Agreement) (any Lender in clauses (i) through (iv) above being an “Affected Lender”), the Borrower may elect to terminate or replace the Commitment of such Affected Lender, provided that no Default or Unmatured Default shall have occurred and be continuing at the time of such termination or replacement unless the same shall be waived in connection with such termination or replacement, and provided further that, concurrently with such termination or replacement, (a) if the Affected Lender is being replaced, another bank or other entity which is reasonably satisfactory to the Borrower and the Agen t shall agree, as of such date, to purchase for cash the Outstanding Credit Exposure of such Affected Lender pursuant to an Assignment Agreement substantially in the form of Exhibit C and to become a Lender for all purposes under this Agreement and to assume all obligations of such Affected

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Lender to be terminated as of such date and to comply with the requirements of Section 12.3 applicable to assignments, (b) in the case of replacement, the replacement Lender shall pay to the Affected Lender an amount equal to the sum of (1) an amount equal to the principal of, and all accrued interest on, all Outstanding Credit Exposure of such Affected Lender and (2) an amount equal to all accrued but unpaid fees owing to such Affected Lender under this Agreement, and, to the extent not paid by the purchasing Lender, the Borrower shall pay to such Affected Lender in immediately available funds on the day of such replacement (x) all interest, fees and other amounts then accrued but unpaid to such Affected Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (y)&nb sp;an amount, if any, equal to the payment which would have been due to such Affected Lender on the day of such replacement under Section 3.4 had the Revolving Loans of such Affected Lender been prepaid on such date rather than sold to the replacement Lender, in each case to the extent not paid by the purchasing Lender, and (c) if the Affected Lender is being terminated, the Borrower shall pay to such Affected Lender an amount equal to the sum of (1) an amount equal to the principal of, and all accrued interest to an including the date of termination on, all Outstanding Credit Exposure of such Affected Lender plus (2) an amount equal to all accrued but unpaid fees to an including the date of termination owing to such Affected Lender under this Agreement plus (3) all amounts due to such Affected Lender under Sections 3.1, 3.2 and 3.5 and any amount due to such Affected Lender under Section 3.4.

2.20.Facility LCs.

2.20.1  Issuance.  The LC Issuers hereby agree, on the terms and conditions set forth in this Agreement, to issue standby letters of credit in Dollars (each, together with each letter of credit issued or deemed to be issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Effective Date, a “Facility LC”) and to renew, extend, increase, decrease or otherwise modify each Facility LC (“Modify,” and each such action, a “Modification”), from time to time from and including the Restatement Effective Date and prior to the Facility Termination Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed $90,000,000 and (ii) the Aggregate Outstanding Credit Exposure shall not exc eed 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

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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 Fa cility LC shall, in addition to the conditions precedent set forth in Article IV (the satisfaction of which such LC Issuer shall have no duty to ascertain), be subject to the conditions precedent that such Facility LC shall be reasonably satisfactory to such LC Issuer and that the Borrower shall have executed and delivered such application agreement and/or such other instruments and agreements relating to such Facility LC as such LC Issuer shall have reasonably requested (each, a “Facility LC Application”).  In the event of any conflict between the terms of this Agreement and the terms of any Facility LC Application, the terms of this Agreement shall control.

2.20.4  LC Fees.  The Borrower shall pay to the Agent, for the account of the Lenders ratably in accordance with their respective Pro Rata Shares, a letter of credit fee at a per annum rate equal to the Applicable Margin for Eurodollar Loans in effect from time to time on the average daily undrawn amount under such Facility LC, such fee to be payable in arrears on each Payment Date.  The Borrower shall also pay to each LC Issuer for its own account (x) in arrears on each Payment Date, a per annum fronting fee in an amount agreed upon between the Borrower and such LC Issuer multiplied by the average daily undrawn amount under such Facility LC, and (y) documentary and processing charges in connection with the issuance, or Modification cancellation, negotiation, or transfer of, and draws under Facility LCs in accordance with the applicable LC Issuer’ ;s standard schedule for such charges as in effect from time to time.  Each fee described in this Section 2.20.4 shall constitute an “LC Fee”.

2.20.5  Administration; Reimbursement by Lenders.  Upon receipt from the beneficiary of any Facility LC of any demand for payment under such Facility LC, the applicable LC Issuer shall notify the Agent and the Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by such LC Issuer as a result of such demand and the proposed payment date to such beneficiary (the “LC Payment Date”); provided, however, that the failure of such LC Issuer to so notify the Borrower shall not in any manner affect the obligations of the Borrower to reimburse such LC Issuer pursuant to Section 2.20.6.  The responsibility of each LC Issuer to the Borrower

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and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC issued by such LC Issuer in connection with such presentment shall be in conformity in all material respects with such Facility LC.  Each LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs issued by such LC Issuer as it does with respect to letters of credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by the applicable LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC issued by such LC Issuer to the extent such amount is not reimbursed by the Borrower pursuant to Section 2.20.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of the applicable LC Issuer’s demand for such reimbursement (or, if such demand is made after 12:00 noon (Chicago time) on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three (3) days and, thereafter, at a rate of interest equal to the rate applicable to Floating Rate Advances.  In the event any LC Issuer shall receive any payment from any Lender pursuant to this Section 2.20.5, the Agent (acting for this purpose solely as agent of the Borrower) (i) shall keep a register for the registration relating to each such Reimbursement Obligation, specifying such participating Lender ’s name, address and entitlement to payments with respect to such participating Lender’s share of the principal amount of any Reimbursement Obligation and interest thereon with respect to its respective participations, and each transfer thereof and the name and address of each transferee and (ii) shall collect, prior to the time such participating Lender receives payment with respect to such participation, from each such participating Lender the appropriate forms, certificates, and statements described in Section 3.5 (and updated as required by Section 3.5) as if such participating Lender were a Lender under Section 3.5.

2.20.6  Reimbursement by Borrower.  The Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuers on or before the first Business Day after the applicable LC Payment Date (the “LC Reimbursement Date”) for any amounts paid by any LC Issuer upon any drawing under any Facility LC issued by such LC Issuer, without presentment, demand, protest or other formalities of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the applicable LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the applicable LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC.  Unless the Borrower shall have otherwise notified the Agent and the applicable LC Issuer prior to 12:00 noon (Chicago time) on the LC Reimbursement Date with respect to any Facility LC, the Borrower shall be deemed to have elected to borrow Revolving Loans from the Lenders, as of such LC Reimbursement Date, equal in amount to the amount of the unpaid Reimbursement Obligations with respect to such Facility LC.  Subject to the

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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 an y financing institution or other party to whom any Facility LC may be transferred or any claims or defenses whatsoever of the Borrower or of any of its Affiliates against the beneficiary of any Facility LC or any such transferee.  No LC Issuer shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Facility LC.  The Borrower agrees that any action taken or omitted by any LC Issuer or any Lender under or in connection with each Facility LC and the related drafts and documents, if done without gross negligence or willful misconduct, shall be binding upon the Borrower and shall not put any LC Issuer or any Lender under any liability to the Borrower.  Nothing in this Section 2.20.7 is intended to limit the right of the Borrower to make a claim against any LC Issuer for damages as contemplated by the proviso to the first sentence of Section 2.20.6.

2.20.8  Actions of LC Issuers.  Each LC Issuer shall be entitled to rely, and shall be fully protected in relying, upon any Facility LC, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by such LC Issuer.  Each LC Issuer shall be fully justified in failing or refusing to take any action

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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 t o such LC Issuer hereunder (but nothing herein contained shall affect any rights the Borrower may have against any defaulting Lender) or (ii) by reason of or on account of such LC Issuer issuing any Facility LC which specifies that the term “Beneficiary” included therein includes any successor by operation of law of the named Beneficiary, but which Facility LC does not require that any drawing by any such successor Beneficiary be accompanied by a copy of a legal document, satisfactory to such LC Issuer, evidencing the appointment of such successor Beneficiary; provided that the Borrower shall not be required to indemnify any Lender, any LC Issuer or the Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, (x) caused by the willful misconduct or gross negligence of the applicable LC Issuer in determining whether a request presented under any Facility LC issued by such LC Issuer complied with the terms of such Facility LC or (y)  caused by any LC Issuer’s failure to pay under any Facility LC issued by such LC Issuer after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC, or (z) with respect to taxes and amounts relating thereto (payments with respect to which shall be governed solely and exclusively by Section 3.5).  Nothing in this Section 2.20.9 is intended to limit the obligations of the Borrower under any other provision of this Agreement.

2.20.10  Lenders’ Indemnification.  Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify each LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or the applicable LC Issuer’s failure to pay under any Facility LC issued by such LC Issuer after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC) that such indemnitees may suffer or incur

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in connection with this Section 2.20 or any action taken or omitted by such indemnitees hereunder.

2.20.11  Facility LC Collateral Account.  The Borrower agrees that it will, upon the reasonable request of the Agent or the Required Lenders and until the final expiration date of any Facility LC and thereafter as long as any amount is payable to the LC Issuers or the Lenders in respect of any Facility LC, maintain a special collateral account pursuant to arrangements satisfactory to the Agent (the “Facility LC Collateral Account”) at the Agent’s office at the address specified pursuant to Article XIII, in the name of the Borrower but under the sole dominion and control of the Agent, for the benefit of the Lenders and the LC Issuers, and in which the Borrower shall have no interest other than as set forth in Section 8.1.  The Borrower hereby pledges, assigns and grants to the Agent, on behalf of and for the ratable benefit of the Lenders and t he 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 Accoun t or limit the right of the Agent to release any funds held in the Facility LC Collateral Account in each case other than as required by Section 8.1 and the immediately preceding sentence.

2.20.12  Rights as a Lender.  In its capacity as a Lender, each LC Issuer shall have the same rights and obligations as any other Lender.

2.21.        Increase of Aggregate Commitment.  Subject to Section 2.5 and the other terms and conditions of this Agreement, at any time prior to the Facility Termination Date, the Borrower may, on the terms set forth below, request that (a) the Aggregate Commitment hereunder be increased by an amount up to $200,000,000 and/or (b) term loans be issued hereunder (such term loans being “Term Loans”) on terms and conditions (including, without limitation, pricing, amortization, prepayment and related interest rate hedging) reasonably acceptable to the Agent in an aggregate principal amount up to $200,000,000; provided, however, that (i) no such increase shall cause the Aggregate Commitment plus all Term Loans to exceed (x) $625,000,000 minus (y) any reduction in the Commitments under Section  2.5.2 and all theretofore scheduled principal payments or prepayments in respect of any Term Loans, (ii) an increase in the Aggregate Commitment or issuance of Term Loans hereunder may only be made at a time when no Default or Unmatured Default shall have occurred and be continuing or would result therefrom and (iii) no Lender’s Commitment shall be increased, nor shall any Lender have any commitment to make any Term Loan, under this Section 2.21 without its consent.  In the event of such a requested increase in the Aggregate Commitment or issuance of Term Loans, any financial institution selected by the Borrower and the Arranger, and reasonably

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acceptable to the Agent, may become a Lender or increase its Commitment or issue such Term Loans and may set the amount of its Commitment or Term Loan, as applicable, at a level agreed to by the Borrower and the Agent.  In the event that the Borrower and one or more of the Lenders (or other financial institutions) shall agree upon such an increase in the Aggregate Commitment and/or issuance of Term Loans (i) the Borrower, the Agent and each Lender or other financial institution increasing its Commitment or extending a new Commitment or Term Loan shall enter into an amendment to this Agreement setting forth the amounts of the Commitments and Term Loans, as applicable, as so increased, providing that the financial institutions extending new Commitments or Term Loans shall be Lenders for all purposes under this Agreement, and setting forth such additional provisions as the Agent shall consider reasonably appropriate and (ii) the Borrower shall furnish, if requested, a new Note to each financial institution that is extending a new Commitment or Term Loan or increasing its Commitment.  No such amendment shall require the approval or consent of any Lender whose Commitment is not being increased.  Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are extending new Commitments and/or making Term Loans (including, without limitation, the Agent administering the reallocation of any outstanding Revolving Loans ratably among the Lenders with Commitments after giving effect to each such increase in the Aggregate Commitment, and the delivery of certificates, evidence of corporate authority and legal opinions on behalf of the Borrower), this Agreement shall be deemed to be amended accordingly.  All such additional Commitments and Term Loans shall b e secured equally and ratably with the other Loans hereunder.

ARTICLE III

YIELD PROTECTION; TAXES

3.1.          Yield Protection.  If, on or after the Restatement Effective Date, the adoption of any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any change in any such law, rule, regulation, policy, guideline or directive or in the interpretation or administration thereof by any governmental or quasi-governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or applicable Lending Installation or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

(i)imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any applicable Lending Installation or any LC Issuer (other than reserves and assessments taken into account in determining the interest rate applicable to Eurodollar Advances), or

(ii)imposes any other condition the result of which is to increase the cost to any Lender, any applicable Lending Installation or any LC Issuer of making, funding or maintaining its Commitment or Eurodollar Loans or of issuing or participating in Facility LCs, or reduces any amount receivable by any Lender or any applicable Lending Installation or any LC Issuer in connection with its

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Commitment or Eurodollar Loans or Facility LCs (including participations therein), or requires any Lender or any applicable Lending Installation or any LC Issuer to make any payment calculated by reference to the amount of Commitment or Eurodollar Loans or Facility LCs (including participations therein) held or interest or LC Fees received by it, in each case, by an amount deemed material by such Lender or such LC Issuer, as applicable,

and the result of any of the foregoing is to increase the cost to such Lender or applicable Lending Installation or such LC Issuer of making or maintaining its Eurodollar Loans or Commitment or of issuing or participating in Facility LCs, as applicable, or to reduce the return received by such Lender or applicable Lending Installation or LC Issuer in connection with such Eurodollar Loans or Commitment, or Facility LCs (including participations therein), but in all events, excluding any increase in cost or reduction in return with respect to taxes and amounts relating thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5), then, within 15 days of demand, accompanied by the written statement required by Section 3.6, by such Lender or LC Issuer, the Borrower shall pay such Lender or LC Issuer such additional amount or amounts as will compensate such Lender or LC I ssuer for such increased cost or reduction in amount received.

3.2.          Changes in Capital Adequacy Regulations.  If a Lender or any LC Issuer determines the amount of capital required or expected to be maintained by such Lender or such LC Issuer, any Lending Installation of such Lender or such LC Issuer or any corporation controlling such Lender or such LC Issuer is increased by a material amount as a result of a Change, but excluding any adoption, change or interpretation or administration or compliance with respect to taxes and amounts relating thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5), then, within 15 days of demand, accompanied by the written statement required by Section 3.6, by such Lender or such LC Issuer, the Borrower shall pay such Lender or such LC Issuer the amount necessary to compensate for any shortfall in the rate o f return on the portion of such increased capital which such Lender or such LC Issuer determines is attributable to this Agreement, its Outstanding Credit Exposure or its Commitment to make Revolving Loans and issue or participate in Facility LCs, as applicable, hereunder (after taking into account such Lender’s or such LC Issuer’s policies as to capital adequacy).  In determining such additional amounts, each Lender will act reasonably and in good faith and will use allocation and attribution methods which are reasonable.  “Change” means (i) any change after the Restatement Effective Date in the Risk-Based Capital Guidelines or (ii) any adoption of, or change in, or change in the interpretation or administration of any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the Restatement Effective Date which affects the amount of capital required or expected to be maintained by any Lender or any LC Issuer or any Lending Installation or any corporation controlling any Lender or any LC Issuer.  “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States on the Restatement Effective Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any amendments to such regulations adopted prior to the Restatement Effective Date.

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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 Eu rodollar Advances to be repaid or converted to Floating Rate Advances on the respective last days of the then current Interest Periods with respect to such Revolving Loans or within such earlier period as required by law, subject to the payment of any funding indemnification amounts required by Section 3.4 until such time as the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such initial notice no longer exist, and any Notice of Borrowing or Conversion/Continuation Notice given by the Borrower with respect to Eurodollar Loans which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower.

3.4.          Funding Indemnification.  If any payment of a Eurodollar Advance occurs on a date which is not the last day of the applicable Interest Period, whether because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not made or continued, or a Floating Rate Advance is not converted into a Eurodollar Advance, on the date specified by the Borrower for any reason other than default by the Lenders, or a Eurodollar Advance is not prepaid on the date specified by the Borrower for any reason, the Borrower will indemnify each Lender for any reasonable loss or cost incurred by it resulting therefrom, including, without limitation, any reasonable loss or cost in liquidating or employing deposits acquired to fund or maintain such Eurodollar Advance, but excluding any loss or cost relating to taxes and amounts relating there to (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 rele vant 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,

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any Note, any Facility LC Application, or any other Loan Document (“Other Taxes”).

(iii)The Borrower shall indemnify the Agent and each Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by the Agent or such Lender as a result of its Commitment, any Credit Extensions made by it hereunder, any Facility LC issued or participated in by it hereunder, or otherwise in connection with its participation in this Agreement and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto.  Payments due under this indemnification shall be made within 30 days of the date the Agent or such Lender makes demand therefor pursuant to Section 3.6.

(iv)Each Lender and the Agent that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code for United States federal income tax purposes) (each a “Non-U.S. Lender”) agrees that it will, not more than ten Business Days after the date on which it becomes a party to this Agreement (but in any event before a payment is due to it hereunder), (i) deliver to each of the Borrower and the Agent two (2) duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor forms, certifying in either case that such Non-U.S. Lender is entitled to receive payments under this Agreement or under any Note without deduction or withholding of any United States federal income taxes, or (ii) in the case of a Non-U.S. Lender that is fiscally transparent, deliver to the Agent and the Borrower two (2) duly completed copies of a United States Internal Revenue Service Form W-8IMY or successor form together with the applicable accompanying duly completed copies of United States Internal Revenue Service applicable Forms W-8 or W-9 or successor forms, as the case may be, in each case establishing that each beneficial owner of the payments to be made under this Agreement or any Note is entitled to receive payments under this Agreement or any Note without deduction or withholding of any United States federal income taxes, and applicable withholding statements, or (iii) any other applicable form, certificate or document specifically requested by the Borrower or the Agent and prescribed by the United States Internal Revenue Service establishing a s to such Lender’s, the Agent’s or such beneficial owner’s, as the case may be, entitlement to such exemption from United States withholding tax with respect to all payments to be made hereunder or under any Note.  Each Lender and the Agent that is United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (other than each such Lender and the Agent, as the case may be, that is treated as an exempt recipient based on the indicators described in U.S. Treasury Regulation Section 1.6049-4(c)(1)(ii)) shall deliver at the time(s) and in the manner(s) described above with respect to the other Internal Revenue Service Forms, to the Borrower and the Agent, two (2) accurate and complete original signed copies of Internal Revenue Service Form W-9 (or successor form) certifying that such person is exempt from United States backup withholding tax on payments made hereunder or on any Note.  Each Lender and th e Agent further undertakes to deliver to each of the Borrower and the Agent renewals or additional copies of such form (or any

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successor form) (x) on or before the date that such form expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, and (z) from time to time upon reasonable request by the Borrower or the Agent.  All forms or amendments described in the preceding sentence shall certify that such Lender, the Agent or such applicable beneficial owner, as the case may be, is entitled to receive payments under this Agreement or under any Note without deduction or withholding of any United States federal income taxes, and in the case where such Lender has delivered a Form W-8IMY (or successor form), such Lender delivers all forms or amendments, including duly completed United States Internal Revenue Service applicable Forms W-8s or W-9s (or successor forms), in each case establishing that each beneficial owner of the payments to b e made under this Agreement or any Note is entitled to receive payments under this Agreement or any Note without deduction or withholding of any United States federal income taxes, and applicable withholding statements, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender, the Agent or such applicable beneficial owner, as the case may be, from duly completing and delivering any such form or amendment with respect to it and such applicable beneficial owner and such Lender or the Agent, as the case may be, advises the Borrower and the Agent that it and such applicable beneficial owner is not capable of receiving payments without any deduction or withholding of United States federal income tax.

(v)For any period during which a Lender or the Agent has failed to provide the Borrower and the Agent with an appropriate form referred to in clause (iv) above in each case establishing that the Agent or such Lender, and in the case where such Lender has delivered a Form W-8IMY (or successor form), each beneficial owner of the payments to be made under this Agreement or any Note, is entitled to receive payments under this Agreement or any Note without deduction or withholding of any United States Federal income taxes (unless such failure is due to a change in treaty, law or regulation, or any ch ange in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Lender or the Agent, as applicable, shall not be entitled to any increase in payments or to indemnification under this Section 3.5 with respect to Taxes imposed by the United States as a result of such failure; provided that, should a Lender or the Agent, as the case may be, which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under clause (iv) above, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes.

(vi)Any Lender or Agent that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the

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Borrower (with a copy to the Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate.  For any period during which a Lender or the Agent, as applicable, has failed to provide the Borrower and the Agent with such properly completed and executed documentation, such Lender or the Agent, as applicable, shall not be entitled to any increase in payments or to indemnification under this Section 3.5.

(vii)If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Agent or the Borrower did not properly withhold tax from amounts paid to or for the account of any Lender or beneficial owner (because the appropriate form was not delivered or properly completed, because such Lender failed to notify the Agent and the Borrower of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender or beneficial owner shall indemnify the Agent and the Borrower fully for all am ounts paid, directly or indirectly, by the Agent or the Borrower, as the case may be, as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Agent under this subsection, together with all costs and expenses related thereto (including attorneys fees of attorneys for the Agent).  The obligations of the Lenders under this Section 3.5(vii) shall survive the payment of the Obligations and termination of this Agreement.

(viii)If any Lender or the Agent determines that it has actually received any refund of Taxes paid by the Borrower for such Lender or the Agent pursuant to this Section 3.5, such Lender or the Agent shall reimburse the Borrower in an amount equal to such refund, after tax, and net of all expenses incurred by such Lender or Agent in connection with such refund.

3.6.          Lender Statements; Survival of Indemnity.  Each Lender shall notify the Borrower of any event occurring after the Restatement Effective Date entitling such Lender to compensation under Section 3.1, 3.2, 3.4 or 3.5 as promptly as practicable, but in any event within 45 days, after such Lender obtains actual knowledge thereof; provided that if any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable under Sections 3.1, 3.2, 3.4 or 3.5 in respect of any costs resulting from such event, only be entitled to payment for costs incurred from and after the date 45 days prior to the date that such Lender does give such notice.  Together with each notice required by the previous sentence, any Lender requesting compensation s hall deliver a certificate of such Lender to the Borrower (with a copy to the Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5.  Such written certificate shall (i) set forth in reasonable detail the calculations upon which such Lender determined such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest error and (ii) set forth that it is the policy or general practice of such Lender to request compensation for comparable costs in similar circumstances under comparable provisions of other credit agreements for comparable customers.  Determination of amounts payable under such Sections in connection with a Eurodollar Loan shall be calculated as though each Lender funded its Eurodollar Loan through

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the purchase of a deposit of the type, currency and maturity corresponding to the deposit used as a reference in determining the Eurodollar Rate applicable to such Revolving Loan, whether in fact that is the case or not.  Unless otherwise provided herein, the amount specified in the written certificate of any Lender shall be payable within fifteen (15) days after receipt by the Borrower of such written certificate.  The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and termination of this Agreement.

3.7.          Alternative Lending Installation.  To the extent reasonably possible, each Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Eurodollar Advances under Section 3.3, so long as such designation is not, in the judgment of such Lender, reasonably disadvantageous to such Lender.  A Lender’s designation of an alternative Lending Installation shall not affect the Borrower’s rights under Section 2.19 to replace a Lender.

ARTICLE IV

CONDITIONS PRECEDENT

4.1.          Effectiveness of Commitments.  This Agreement shall not become effective, nor shall any Lender be required to make any Credit Extension hereunder, unless all legal matters incident to the making of the initial Credit Extension shall be satisfactory to the Lenders and their counsel and on or before July 5, 2007 the following conditions precedent have been satisfied or waived by the Required Lenders and the Borrower has furnished to the Agent with sufficient copies for the Lenders:

4.1.1  Copies of the articles or certificate of incorporation (or the equivalent thereof) of each Credit Party, in each case, together with all amendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of organization.

4.1.2  Copies, certified by the Secretary or Assistant Secretary (or the equivalent thereof) of each Credit Party, in each case, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Credit Party is a party.

4.1.3  An incumbency certificate, executed by the Secretary or Assistant Secretary (or the equivalent thereof) of each Credit Party which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each such Credit Party authorized to sign the Loan Documents to which it is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the applicable Credit Party.

4.1.4  A certificate reasonably acceptable to the Agent, signed by the chief financial officer of the Parent, stating that on the initial Credit Extension Date (a) no Default or Unmatured Default has occurred and is continuing, (b) all of the representations and warranties in Article V shall be true and correct in all material

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respects as of such date and (c) except as disclosed in the Identified Disclosure Documents, no material adverse change in the business, condition (financial or otherwise), operations, Properties or prospects of the Parent and its Subsidiaries taken as a whole, or the Borrower and its Subsidiaries taken as a whole, has occurred since December 31, 2006.

4.1.5  An initial compliance certificate, dated as of the Restatement Effective Date and reflecting calculations as of March 31, 2007, in substantially the form of Exhibit B hereto.

4.1.6  Written opinions of the Credit Parties’ US counsel, in form and substance reasonably satisfactory to the Agent and addressed to the Lenders, in substantially the form of Exhibit A hereto.

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

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

4.1.9  Evidence satisfactory to the Agent that the Borrower has paid to the Agent and the Arranger the fees agreed to in the fee letter dated June 5, 2007, among the Agent, the Arranger and the Borrower.

4.1.10  Such other documents as any Lender or its counsel may have reasonably requested, including, without limitation, those documents set forth in Exhibit F hereto.

4.2.          Each Credit Extension.  The Lenders shall not (except as otherwise set forth in Section 2.4.4 with respect to Revolving Loans extended for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Credit Extension Date:

4.2.1  There exists no Default or Unmatured Default.

4.2.2  The representations and warranties contained in Article V are true and correct in all material respects as of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date.

Each Borrowing Notice, request for issuance of a Facility LC or Swing Line Borrowing Notice, as the case may be, or request for issuance of a Facility LC, with respect to each such Credit Extension shall constitute a representation and warranty by the Borrower that the conditions contained in Sections 4.2.1 and 4.2.2 have been satisfied.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES

Each of the Parent and the Borrower represents and warrants to each Lender and the Agent as of each of (i) the Restatement Effective Date, (ii) the date of the initial Credit Extension hereunder (if different from the Restatement Effective Date) and (iii) each date as required by Section 4.2:

5.1.          Existence and Standing.  Each of the Parent and its Subsidiaries (i) is a corporation, partnership (in the case of Subsidiaries other than the Borrower only) or limited liability company duly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization, (ii) has all requisite corporate, partnership or limited liability company power and authority, as the case may be, to own, operate and encumber its Property and (iii) is qualified to do business and is in good standing (to the extent such concept applies to such entity) in all jurisdictions where the nature of the business conducted by it makes such qualification necessary and where failure to so qualify would reasonab ly be expected to have a Material Adverse Effect.

5.2.          Authorization and Validity.  Each Credit Party has the requisite corporate, partnership or limited liability company, as the case may be, power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder.  The execution and delivery by each Credit Party of the Loan Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by requisite corporate, partnership or limited liability company, as the case may be, proceedings, and the Loan Documents to which each Credit Party is a party constitute legal, valid and binding obligations of such Credit Party enforceable against such Credit Party in accordance with their terms, except as enforceability may be limited by (i) bankruptcy, insolvency, frau dulent conveyances, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally; (ii) general equitable principles (whether considered in a proceeding in equity or at law); and (iii) requirements of reasonableness, good faith and fair dealing.

5.3.          No Conflict; Government Consent.  Neither the execution and delivery by any Credit Party of the Loan Documents to which it is a party, nor the consummation by such Credit Party of the transactions therein contemplated, nor compliance by such Credit Party with the provisions thereof will violate (i) any applicable law, rule, regulation, order, writ, judgment, injunction, decree or award binding on such Credit Party or (ii) such Credit Party’s articles or certificate of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization, by-laws, or operating agreement or other management agreement, as the case may be, or (iii) the provisions of any indenture or material instrument or agreement to which such Credit Party is a party or is subject, or by which it, or its Property, may be bound or affected, or conflict with, or constitute a default under, or result in or require, the creation or imposition of any Lien in, of or on the Property of such Credit Party pursuant to the terms of any such indenture or material instrument or agreement (other than any Lien of the Agent on behalf of the Holders of Secured Obligations).  Other than the filing of UCC financing statements and intellectual property-related filings in the applicable filing offices to perfect the Liens of the

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Agent in favor of the Holders of Secured Obligations granted pursuant to the Loan Documents, no order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, which has not been obtained by any Credit Party, is required to be obtained by such Credit Party in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance by the Credit Parties of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents except where the failure to so make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

5.4.          Financial Statements.  The December 31, 2006 consolidated financial statements of the Parent and its Subsidiaries heretofore delivered to the Agent and the Lenders were prepared in accordance with generally accepted accounting principles in effect on the date such statements were prepared and fairly present in all material respects the consolidated financial condition and operations of the Parent and its Subsidiaries at such date and the consolidated results of their operations for the period then ended.

5.5.          Material Adverse Change.  Since December 31, 2006, except as disclosed in the Identified Disclosure Documents, there has been no change in the business, condition (financial or otherwise), operations, Properties or prospects of the Parent and its Subsidiaries taken as a whole, or the Borrower and its Subsidiaries taken as a whole, which would reasonably be expected to have a Material Adverse Effect.

5.6.          Taxes.  The Parent, the Borrower and the Subsidiaries have filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes shown to be due thereon or pursuant to any assessment received by the Parent, the Borrower or any Subsidiaries, except in respect of such taxes, if any, (i) as are being contested in good faith and as to which adequate reserves have been provided in accordance with Agreement Accounting Principles and as to which no Lien exists (except as permitted by Section 6.15.2) or (ii) as to which the failure to file such return or pay such taxes would not reasonably be expected to have a Material Adverse Effect.  As of the Restatement Effective Date, the United States income tax returns of the Parent, the Borrower and the Subsidiaries have been audited by the Internal Revenue Service through the fiscal year ended December 31, 2003, and, as of the Restatement Effective Date, no Liens have been filed and no claims are being asserted with respect to such taxes shown to be due on such returns.  The charges, accruals and reserves on the books of the Parent, the Borrower and the Subsidiaries in respect of any taxes or other governmental charges are adequate under Agreement Accounting Principles.

5.7.          Litigation and Contingent Obligations.  There is no litigation, arbitration, governmental investigation, proceeding or inquiry pending or, to the knowledge of any of their executive officers, threatened against the Parent, the Borrower or any Subsidiaries which would reasonably be expected to have a Material Adverse Effect or which seeks to prevent, enjoin or delay the making of any Revolving Loans.  As of December 31, 2006, other than any liability incident to any litigation, arbitration or proceeding which would not reasonably be expected to have a Material Adverse Effect, none of the Parent, the Borrower or any Subsidiary had any contingent obligations required to be reflected on the Parent’s consolidated balance sheet in

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accordance with generally accepted accounting principles, and not provided for or disclosed in the financial statements referred to in Section 5.4, in an aggregate amount in excess of $10,000,000.

5.8.          Subsidiaries.  Schedule 5.8 contains an accurate list of all Subsidiaries of the Parent as of the Restatement Effective Date, setting forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by the Parent or other Subsidiaries.  All of the issued and outstanding shares of capital stock or other ownership interests of such Subsidiaries have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and are fully paid and non-assessable.

5.9.          ERISA.  During the twelve consecutive month period prior to the Restatement Effective Date, the date of the initial Credit Extension and the date of any subsequent Credit Extension, (i) no formal step has been taken to terminate any Plan, other than a standard termination under Section 4041(b) of ERISA and (ii) no contribution failure has occurred with respect to any Plan sufficient to give rise to a Lien under Section 302(f) of ERISA.  During the twelve consecutive month period prior to the Restatement Effective Date, the date of the initial Credit Extension and the date of any subsequent Credit Extension, neither the Parent nor any other member of the Controlled Group has incurred, or is reasonably expected to incur, pursuant to Section 4201 of ERISA, any withdrawal liability to Mult iemployer Plans that would reasonably be expected to exceed in the aggregate $20,000,000.  Each Plan complies with all applicable requirements of law and regulations except with respect to non-compliance that would not reasonably be expected to have a Material Adverse Effect.  During the twelve consecutive month period prior to the Restatement Effective Date, the date of the initial Credit Extension and the date of any subsequent Credit Extension, neither the Parent nor any other member of the Controlled Group has withdrawn from any Multiemployer Plan within the meaning of Title IV of ERISA or initiated steps to do so, and, to the knowledge of the Parent, no steps have been taken to reorganize or terminate, within the meaning of Title IV of ERISA, any Multiemployer Plan which withdrawal, reorganization or termination would reasonably be expected to exceed in the aggregate $20,000,000.

5.10.        Accuracy of Information.  The written information, exhibits or reports furnished by the Parent, the Borrower or any Subsidiary to the Agent or to any Lender in connection with the negotiation of, or compliance with, the Loan Documents (other than projected and pro forma information), considered as a whole, do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not materially misleading.  The projected and pro forma financial information furnished by or on behalf of the Parent, the Borrower or any Subsidiary to the Agent or any Lender in connection with the negotiation of, or compliance with, the Loan Documents, were prepared in good faith based upon assumptions believed to be reasonab le at the time.

5.11.        Regulation U.  Neither the Parent, the Borrower nor any Subsidiary is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate of buying or carrying margin stock (as defined in Regulation U), and after applying the proceeds of each Credit Extension, margin stock

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(as defined in Regulation U) constitutes less than 25% of the value of those assets of the Parent, the Borrower and the Subsidiaries which are subject to any limitation on sale, pledge, or any other restriction on disposition hereunder.

5.12.        Compliance With Laws.  The Parent, the Borrower and the Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property, except to the extent any failure to so comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

5.13.        Ownership of Properties.  The Parent, the Borrower and the Subsidiaries have good title, free of all Liens other than those permitted by Section 6.15, to all of the assets reflected in the Parent’s most recent consolidated financial statements provided to the Agent, as owned by the Parent, the Borrower and the Subsidiaries except (i) assets sold or otherwise transferred as permitted under Section 6.12 and (ii) to the extent the failure to hold such title would not reasonably be expected to have a Material Adverse Effect.

5.14.        Plan Assets; Prohibited Transactions.  None of the Credit Parties is an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to Title I of ERISA or any plan (within the meaning of Section 4975 of the Code), and assuming the accuracy of the representations and warranties made in Section 9.12 and in any assignment made pursuant to Section 12.3.3, neither the execution of this Agreement nor the making of Revolving Loans hereunder gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

5.15.        Environmental Matters.  To the knowledge of the Borrower, no facts, circumstances or conditions currently exist with respect to the Parent and its Subsidiaries that would reasonably be expected to result in the Parent or such Subsidiary incurring liability under Environmental Law that would reasonably be expected to have a Material Adverse Effect. Neither the Parent, the Borrower nor any Subsidiary has received any notice to the effect that its operations are not in material compliance with any of the requirements of applicable Environmental Laws or are the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic or hazardous waste or substance into the environment, which non-compliance or remedial action would reasonably be expected to have a Material Adverse E ffect.

5.16.        Investment Company Act.  Neither the Parent, the Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

5.17.        Insurance.  The Parent has caused the Borrower and each Subsidiary to maintain with financially sound and reputable insurance companies insurance on their Property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as is consistent with sound business practice for Persons engaged in the same or similar business and which are similarly situated to the Borrower.

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5.18.        Solvency.  After giving effect to (i) the Credit Extensions to be made on the Restatement Effective Date or such other date as Credit Extensions requested hereunder are made, (ii) the other transactions contemplated by this Agreement and the other Loan Documents, and (iii) the payment and accrual of all transaction costs with respect to the foregoing, the Parent and its Subsidiaries taken as a whole are Solvent.

5.19.        Collateral Documents.  The Collateral Documents create, as security for the obligations purported to be secured thereby, a valid and enforceable interest in and Lien on all of the Properties covered thereby in favor of the Agent, and upon the filing of any financing statements, notices or mortgages contemplated thereby in the offices specified therein, such Liens shall be superior to and prior to the right of all third Persons (other than Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens)) and subject to no other Liens (other than Liens permitted under Section 6.15).

5.20.        No Default or Unmatured Default.  No Default or Unmatured Default has occurred and is continuing.

ARTICLE VI

COVENANTS

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

6.1.          Financial Reporting.  The Parent and the Borrower will maintain, for itself and each Subsidiary, a system of accounting established and administered in accordance with generally accepted accounting principles, and the Borrower will furnish to the Agent (which shall furnish copies to the Lenders via IntraLinks or other similar password protected, restricted internet site):

6.1.1  Within 90 days after the close of each of the Parent’s fiscal years (commencing with the fiscal year ending December 31, 2007), financial statements prepared in accordance with Agreement Accounting Principles on a consolidated basis for itself and its Subsidiaries, including balance sheets as of the end of such period, statements of income and statements of cash flows, accompanied by (a) an audit opinion, unqualified as to scope, of a nationally recognized firm of independent public accountants or other independent public accountants reasonably acceptable to the Required Lenders and (b) a certificate of said accountants that, in the course of their examination necessary for their opinion, they have obtained no knowledge of any Default under any of Sections 6.21 through 6.24 insofar as such Sections relate to accounting matters, or if, in the opinion of such accountants, any Default shall exist, stating the nature and status thereof.

6.1.2  Within 45 days after the close of the first three (3) quarterly periods of each of the Parent’s fiscal years, for the Parent and its Subsidiaries, consolidated unaudited

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balance sheets as at the close of each such period and consolidated statements of income and a statement of cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified as to fairness of presentation, in all material respects, compliance with Agreement Accounting Principles by its chief financial officer, controller or treasurer.

6.1.3  Together with (i) the financial statements required under Sections 6.1.1 and 6.1.2, a compliance certificate in substantially the form of Exhibit B signed by its chief financial officer, controller or treasurer showing the calculations necessary to determine compliance with this Agreement, which certificate shall also state that no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof, and (ii) each compliance certificate described in clause (i) relating to the financial statements required under Section 6.1.1, supplements to the schedules to the Security Agreement and the Intellectual Property Security Agreements reflecting any matter hereafter arising which, if existing or occurring at the Restatement Effective Date, would have been required to be set forth on the schedules delivered as of the Restatement Effective Date, provided that notwithstanding that any such supplement may disclose the existence or occurrence of events, facts or circumstances which are either prohibited by the terms of this Agreement or any other Loan Documents or which result in the material breach of any representation or warranty, such supplement shall not be deemed either an amendment thereof or a waiver of such breach unless expressly consented to in writing by Agent and the requisite number of Lenders under Section 8.2, and no such amendments, except as the same may be consented to in a writing which expressly includes a waiver, shall be or be deemed a waiver by the Agent or any Lender of any Default disclosed therein, and any items disclosed in any such supplemental disclosures shall be included in the calculation of any limits, baskets or similar restrictions contained in this Agreement or any of the other Loan Documents.

6.1.4  Within 60 days after the close of each of the Parent’s fiscal years, a copy of the plan and forecast consisting of a projected balance sheet, income statements and cash flow statements, and any narrative prepared with respect thereto, of the Parent and its Subsidiaries for the upcoming fiscal year prepared in such detail as shall be reasonably satisfactory to the Agent.

6.1.5  Within 270 days after the close of each fiscal year of the Parent, if applicable, a copy of the actuarial report showing the funding status of each Single Employer Plan as of the valuation date occurring in such fiscal year, certified by an actuary enrolled under ERISA.

6.1.6  As soon as possible and in any event within 10 days after (i) the inception of any formal step to terminate any Plan, other than a standard termination under Section 4041(b) of ERISA, (ii) a contribution failure with respect to any Plan sufficient to give rise to a Lien under Section 302(f) of ERISA, or (iii) the making of any application under Section 303 of ERISA for the waiver of the minimum funding requirements under Section 302(a) of ERISA, notice of any such event and the action which the Parent proposes to take with respect thereto.

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6.1.7  As soon as possible and in any event within 10 days after receipt by the Parent, the Borrower or any Subsidiary, a copy of (a) any notice or claim to the effect that the Parent, the Borrower or any Subsidiary is or may be liable to any Person as a result of the release by the Parent, the Borrower, any Subsidiary, or any other Person of any toxic or hazardous waste or substance into the environment, and (b) any notice alleging any violation of any Environmental Law by the Parent, the Borrower or any Subsidiary, which, in either case, would reasonably be expected to have a Material Adverse Effect.

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

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

6.2.          Use of Proceeds.  The Parent and the Borrower will, and will cause each Subsidiary to, use the proceeds of the Credit Extensions for general corporate purposes, including, without limitation, for working capital, Permitted Acquisitions, distributions permitted under Section 6.10 and payment of fees and expenses incurred in connection with this Agreement.  The Borrower shall use the proceeds of Credit Extensions in compliance with all applicable legal and regulatory requirements and any such use shall not result in a violation of any such requirements, including, without limitation, Regulation U and X.

6.3.          Notice of Default.  Within five (5) Business Days after an Authorized Officer becomes aware thereof, the Borrower will give notice in writing to the Lenders of the occurrence of (i) any Default or Unmatured Default and (ii) any other development, financial or otherwise, which would reasonably be expected to have a Material Adverse Effect.

6.4.          Conduct of Business.  The Parent and the Borrower will, and will cause each Subsidiary to, carry on and conduct its business in substantially the same fields of enterprise as conducted by the Parent or its Subsidiaries as of the Restatement Effective Date and those reasonably related thereto and reasonable extensions thereof, and do all things necessary (subject to Section 6.11) to remain duly incorporated or organized, validly existing and (to the extent such concept applies to such entity) in good standing as a corporation, partnership or limited liability company in its jurisdiction of incorporation or organization, as the case may be, and remain qualified to do business and remain in good standing (to the extent such concept applies to such entity) in all jurisdictions where the nature of the business conducted by i t makes such qualification necessary and where failure to so qualify would reasonably be expected to have a Material Adverse Effect.

6.5.          Taxes.  The Parent and the Borrower will, and will cause each Subsidiary to, timely file complete and correct United States federal and foreign, state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or Property, except (i) those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with Agreement Accounting Principles and with respect to which no Lien exists or (ii) those taxes, assessments, charges and levies which by reason of the amount involved or the

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remedies available to the applicable taxing authority would not reasonably be expected to have a Material Adverse Effect.

6.6.          Insurance.  The Parent will cause the Borrower, and each Subsidiary to, maintain with financially sound and reputable insurance companies insurance on their Property in such amounts, subject to such deductibles and self-insurance retentions, and covering such properties and risks as is consistent with sound business practice for Persons engaged in the same or similar business and which similarly situated to the Borrower, and the Borrower will furnish to the Agent upon request full information as to the insurance carried.  The Borrower shall deliver to the Agent endorsements in form and substance acceptable to the Agent (x) to all policies covering risk of loss or damage to tangible property of the Parent, the Borrower and each Guarantor naming the Agent as loss payee and (y) to all general liability and other liability policies naming the Agent as an additional insured.  In the event the Parent, the Borrower or any Subsidiary at any time or times hereafter shall fail to obtain or maintain any of the policies or insurance required herein or to pay any premium in whole or in part relating thereto, then the Agent, without waiving or releasing any obligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums.  All sums so disbursed by the Agent shall constitute part of the Obligations, payable as provided in this Agreement.

6.7.          Compliance with Laws.  The Parent and the Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject including, without limitation, all Environmental Laws and Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

6.8.          Maintenance of Properties.  Subject to Section 6.12, the Parent and the Borrower will, and will cause each Subsidiary to, do all things necessary to maintain, preserve, protect and keep its Property used in the operation of its business in good repair, working order and condition (ordinary wear and tear and casualty excepted), and make all necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

6.9.          Inspection; Keeping of Books and Records.  The Parent and the Borrower will, and will cause each Subsidiary to, permit upon two (2) Business Days’ prior written notice to the Borrower (except when a Default or Unmatured Default has occurred and is continuing, in which case no prior notice will be required) the Agent and the Lenders (after notice to and coordination with, the Agent), by their respective representatives and agents, to inspect any of the Property, books and financial records of the Parent, the Borrower and each Subsidiary, to examine and make copies of the books of accounts and other financial records of the Parent, the Borrower and each Subsidiary, and to discuss the affairs, finances and accounts of the Parent, the Borrower and each Subsidiary with, and to be advised as to the same by, their respect ive 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

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(ii) by or on behalf of the Agent, other than the first such inspection occurring during any calendar year or any inspections occurring at a time when a Default or Unmatured Default is continuing, shall be at the Agent’s expense; all other such inspections shall be at the Borrower’s expense.  The Parent and the Borrower shall keep and maintain, and cause each of the Subsidiaries to keep and maintain, in all material respects, complete, accurate and proper books of record and account in which entries in conformity with Agreement Accounting Principles shall be made of all dealings and transactions in relation to their respective businesses and activities.  If a Default has occurred and is continuing, the Parent and the Borrower, upon the Agent’s request, shall turn over copies of any such records to the Agent or its representatives.

6.10.        Dividends.  The Parent and the Borrower will not, nor will they permit any Subsidiary to, declare or pay any dividend or make any distribution on its capital stock (other than dividends payable in its own capital stock) or redeem, repurchase or otherwise acquire or retire any of its capital stock at any time outstanding, except that (i) any Subsidiary of the Borrower may declare and pay dividends or make distributions to the Borrower or to any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower which is not a Wholly-Owned Subsidiary may pay dividends to its shareholders generally so long as the Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such dividends receives at least its proportionate share thereof, (iii) the Borrower may declare and make dividends or distributions to the Parent to enable the Parent to, and the Parent may (a) pay any income, franchise or like taxes, (b) pay its operating expenses (including, without limitation, legal, accounting, reporting, listing and similar expenses) in an aggregate amount not exceeding $5,000,000 in any fiscal year (excluding in any event non-cash charges related to employee compensation or compensation to non-executive members of the Parent’s board of directors) and (c) so long as no Default or Unmatured Default shall be continuing or result therefrom, repurchase its common stock and warrants and/or redeem or repurchase vested management options, in each case, from directors, officers and employees of the Parent and its Subsidiaries, and (iv) so long as no Default or Unmatured Default shall be continuing or result therefrom, the Borrower may make distributions to the Parent and the Parent may redeem, repurchase, acquire or retire an amount of its capital stock or warrants or opt ions therefor, or declare and pay any dividend or make any distribution on its capital stock (collectively, “Distributions”), either (a) if at the time of making such Distribution the Leverage Ratio (calculated on a pro forma basis based on the Parent’s most recent financial statements delivered pursuant to Section 6.1 and giving effect to any Permitted Acquisition since the date of such financial statements, such Distribution and any Indebtedness incurred in connection therewith, all in accordance with the terms of this Agreement) is less than or equal to 2.75 to 1.00, on an unlimited basis, and (b) if at the time of making such Distribution the Leverage Ratio (calculated on a pro forma basis based on the Parent’s most recent financial statements delivered pursuant to Section 6.1 and giving effect to any Permitted Acquisition since the date of such financial statements, such Distribution and any Indebtedness incurred in connecti on therewith, all in accordance with the terms of this Agreement) is greater than 2.75 to 1.00 in an amount not greater than the Maximum Payment Amount.

6.11.        Merger.  The Parent and the Borrower will not, nor will they permit any Subsidiary to, merge or consolidate with or into any other Person, except that:

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6.11.1  A Guarantor may merge into (i) the Borrower, provided the Borrower shall be the continuing or surviving corporation, or (ii) another Guarantor or any other Person that becomes a Guarantor promptly upon the completion of the applicable merger or consolidation.

6.11.2  A Subsidiary that is not a Guarantor and not required to be a Guarantor may merge or consolidate with or into any other Person; provided, however, that if the equity interests of such Subsidiary have been pledged to the Agent as Collateral, then such merger or consolidation shall not be permitted unless such Subsidiary is the surviving entity of such merger or consolidation or the equity interest of the surviving entity have been pledged to the Agent as Collateral or such merger or consolidation is approved in writing by the Agent prior to the consummation thereof.

6.11.3  The Borrower or any Subsidiary of the Borrower may consummate any merger or consolidation in connection with any Permitted Acquisition; provided that in any such merger or consolidation to which the Borrower is a party, the Borrower shall be the continuing or surviving corporation.

6.12.        Sale of Assets.  The Parent and the Borrower will not, nor will they permit any Subsidiary to, lease, sell, transfer or otherwise dispose of its Property to any other Person, except:

6.12.1  Sales of inventory in the ordinary course of business.

6.12.2  A disposition of assets (i) by the Parent or any Subsidiary to any Credit Party, (ii) by a Subsidiary that is not a Guarantor and not required to be a Guarantor to any other Subsidiary, and (iii) subject to Section 6.24, by any Credit Party to any Foreign Subsidiary.

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

6.12.4  A disposition of assets for an aggregate purchase price of up to $350,000,000 at any one time outstanding pursuant to, and in accordance with, Receivables Purchase Facilities unless (a) a Default has occurred and is continuing under Sections 7.6 or 7.7, or (b) the Agent shall have given written notice to the Borrower prohibiting dispositions under this Section 6.12 following the occurrence and during the continuance of a Default under clauses (i), (ii) or, solely with respect to interest, (iii) of Section 7.2.

6.12.5  Transfers of condemned Property to the respective governmental authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and the transfer of Properties that have been subject to a casualty to the respective insurer (or its designee) of such Property as part of an insurance settlement.

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6.12.6  The license or sublicense of software, trademarks, and other intellectual property which do not materially interfere with the business of the Parent and its Subsidiaries, taken as a whole.

6.12.7  Consignment arrangements (as consignor or consignee) or similar arrangements for the sale of goods in the ordinary course of business of the Parent and its Subsidiaries, taken as a whole.

6.12.8  The discount or sale, in each case without recourse and in the ordinary course of business, of receivables more than 90 days overdue and arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables).

6.12.9  Leases or subleases or licenses of real property to other Persons not materially interfering with the business of the Parent and its Subsidiaries, taken as a whole.

6.12.10  Leases, sales or other dispositions of its Property that (i) are for consideration consisting at least seventy-five percent (75%) of cash, (ii) are for not less than fair market value, and (iii) together with all other Property of the Parent, the Borrower and the Subsidiaries previously leased, sold or disposed of (other than dispositions otherwise permitted by this Section 6.12) as permitted by this Section 6.12.10 during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not exceed $30,000,000 in the aggregate.

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

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

6.13.        Investments and Acquisitions.  The Parent and the Borrower will not, nor will they permit any Subsidiary to, make or suffer to exist any Investments (including without limitation, loans and advances to, and other Investments in, Subsidiaries), or to create any Subsidiary or to become or remain a partner in any partnership or joint venture, or to make any Acquisition of any Person, except:

6.13.1  Cash and Cash Equivalent Investments.

6.13.2  Existing Investments in Subsidiaries and other Investments in existence on the Restatement Effective Date and described in Schedule 6.13 and any renewal or extension of any such Investments that does not increase the amount of the Investment being renewed or extended as determined as of such date of renewal or extension.

6.13.3  Investments in trade receivables or received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent

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obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business.

6.13.4  Investments consisting of intercompany loans permitted under Section 6.14.6.

6.13.5  Acquisitions meeting the following requirements or otherwise approved by the Required Lenders (each such Acquisition constituting a “Permitted Acquisition”):

(i)as of the date of the consummation of such Acquisition, no Default or Unmatured Default shall have occurred and be continuing or would result from such Acquisition, and the representation and warranty contained in Section 5.11 shall be true both before and after giving effect to such Acquisition;

(ii)such Acquisition is initiated by Borrower and consummated on a non-hostile basis and consummated pursuant to a negotiated acquisition agreement approved by the board of directors or other applicable governing body of the seller or entity to be acquired;

(iii)the business to be acquired in such Acquisition is similar or reasonably related to one or more of the lines of business in which the Parent, the Borrower and the Subsidiaries are engaged on the Restatement Effective Date;

(iv)as of the date of the consummation of such Acquisition, all material governmental and corporate approvals required in connection therewith shall have been obtained;

(v)with respect to each Permitted Acquisition with respect to which the Purchase Price shall be greater than $75,000,000, not less than ten (10) days prior to the consummation of such Permitted Acquisition, the Borrower shall have delivered to the Agent a pro forma consolidated balance sheet, income statement and cash flow statement of the Parent and the Subsidiaries (the “Acquisition Pro Forma”), based on the Parent’s most recent financial statements delivered pursuant to Section 6.1 and taking into account such Permitted Acquisition (including, for purposes of Consolidated EBITD A, factually supportable and identifiable costs savings and expenses, in accordance with Regulation S-X under the Securities Act  of 1933 and satisfactory to the Agent), the funding of all Credit Extensions in connection therewith (and the use of the proceeds thereof) and the repayment of any Indebtedness in connection with such Permitted Acquisition, and such Acquisition Pro Forma shall reflect that, on a pro forma basis, the Parent would have been in compliance with the financial covenants set forth in Sections 6.20 and 6.21 for the four fiscal quarter period reflected in the compliance certificate most recently delivered to the Agent pursuant to Section 6.1.3 prior to the consummation of such Permitted Acquisition (giving effect to each of the adjustments described above as if made on the first day of such period); and

(vi)prior to, or with respect to clauses (A) and (B) below, concurrently with, the consummation of, each such Permitted Acquisition, the Borrower shall deliver to

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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 o f the applicable Collateral Documents required by Section 6.23, together with opinions of counsel, if requested by the Agent, in each case in form and substance reasonably acceptable to the Agent;

(B)a supplement to the Guaranty if the Permitted Acquisition is an Acquisition of equities and the target company would qualify as a Domestic Subsidiary after the Acquisition but will not be merged with the Borrower or any existing Domestic Subsidiary;

(C)with respect to each Permitted Acquisition the Purchase Price of which shall be greater than $75,000,000, the financial statements of the target entity, if any, delivered by the seller(s) to the purchaser;

(D)a copy of the acquisition agreement for such Acquisition, together with drafts of the material schedules thereto;

(E)a copy of all documents, instruments and agreements with respect to any Indebtedness to be incurred or assumed in connection with such Acquisition; and

(F)such other documents or information as shall be reasonably requested by the Agent or any Lender.

6.13.6  Investments constituting promissory notes and other non-cash consideration received in connection with any transfer of assets permitted under Section 6.12.10.

6.13.7  Investments (x) constituting customer advances not to exceed $20,000,000 at any one time outstanding and (y) arising as a result of any required payment under any Permitted Customer Financing Guaranty.

6.13.8  Extensions of trade credit in the ordinary course of business consistent with the Parent’s, the Borrower’s and the Subsidiaries’ past practices.

6.13.9  Investments constituting Rate Management Transactions permitted under Section 6.17.

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6.13.10  [Reserved].

6.13.11  Subject to Section 6.24, the creation or formation of new Subsidiaries (as opposed to the Acquisition of new Subsidiaries), so long as all applicable requirements under Section 6.23 shall have been, or concurrently therewith are, satisfied.

6.13.12  Investments constituting expenditures for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Parent and its Subsidiaries prepared in accordance with Agreement Accounting Principles to the extent otherwise permitted under this Agreement.

6.13.13  Investments by (i) the Parent and its Subsidiaries in any Credit Party, (ii) any Subsidiary which is not a Guarantor and is not required to be a Guarantor in any other Subsidiary which is not a Guarantor and is not required to be a Guarantor and (iii) subject to Section 6.24, any Credit Party in any Foreign Subsidiary.

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

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

6.13.16  Additional Investments in an amount not to exceed $40,000,000 at any one time outstanding.

6.14.        Indebtedness.  The Parent and the Borrower will not, nor will they permit any Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

6.14.1  The Obligations.

6.14.2  Indebtedness existing on the Restatement Effective Date and described in Schedule 6.14, and any replacement, renewal, refinancing or extension of any such Indebtedness that (i) does not exceed the aggregate principal amount (plus accrued interest and any applicable premium and associated fees and expenses) of the Indebtedness being replaced, renewed, refinanced or extended, (ii) does not have a Weighted Average Life to Maturity at the time of such replacement, renewal, refinancing or extension that is less than the Weighted Average Life to Maturity of the Indebtedness being replaced, renewed, refinanced or extended and (iii) does not rank at the time of such replacement, renewal, refinancing or extension senior to the Indebtedness being replaced, renewed, refinanced or extended.

6.14.3  Indebtedness arising under Rate Management Transactions.

6.14.4  Amounts owing under Receivables Purchase Facilities which in the aggregate at any time do not exceed $350,000,000.

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6.14.5  Secured or unsecured purchase money Indebtedness (including Capitalized Leases) incurred by the Parent, the Borrower or any Subsidiary after the Restatement Effective Date to finance the acquisition of assets used in its business, if (i) such Indebtedness does not exceed the lower of the fair market value or the cost of the applicable fixed assets (and related services purchased and ancillary expenses incurred in connection therewith) on the date acquired, (ii) such Indebtedness does not exceed $25,000,000 in the aggregate outstanding at any time, and (iii) any Lien securing such Indebtedness is permitted under Section 6.15 (such Indebtedness being referred to herein as “Permitted Purchase Money Indebtedness”).

6.14.6  Indebtedness arising from intercompany loans and advances made by (i) the Parent or any Subsidiary to any Credit Party, (ii) any Subsidiary that is not a Guarantor to any other Subsidiary that is not a Guarantor, (iii) subject to Section 6.24, any Credit Party to any Foreign Subsidiary; provided that all such Indebtedness shall be expressly subordinated to the Secured Obligations.

6.14.7  Indebtedness incurred or assumed by the Parent, the Borrower or any Subsidiary in connection with a Permitted Acquisition but not created in contemplation of such event.

6.14.8  Indebtedness constituting Contingent Obligations otherwise permitted by Section 6.19.

6.14.9  Indebtedness under (i) performance bonds and surety bonds and (ii) bank overdrafts outstanding for not more than two (2) Business Days, in each case incurred in the ordinary course of business.

6.14.10  To the extent the same constitutes Indebtedness, obligations in respect of earn-out arrangements permitted pursuant to a Permitted Acquisition.

6.14.11  Subordinated Indebtedness (including (a) senior subordinated debentures or notes (which may be guaranteed by the Parent and the Borrower’s Subsidiaries) issued to finance the Purchase Price of any Permitted Acquisition and (b) Indebtedness of the Borrower and its Subsidiaries owing to the seller in any Permitted Acquisition), so long as (i) no Default or Unmatured Default shall be continuing as of the date of issuance thereof and the Borrower shall have delivered to the Agent a pro forma consolidated balance sheet, income statement and cash flow statement of the Parent and the Subsidiaries (the “Debt Incurrence Pro Forma”), based on the Parent’s most recent financial statements delivered pursuant to Section 6.1 and taking into account the issuance of such Indebtedness (and the use of the proceeds thereof), and such Debt Incurrence Pro F orma shall reflect that, on a pro forma basis, the Parent would have been in compliance with the financial covenants set forth in Sections 6.20 and 6.21 for the four fiscal quarter period reflected in the compliance certificate most recently delivered to the Agent pursuant to Section 6.1.3 prior to the issuance and use of the proceeds of such Indebtedness (giving effect to the issuance of such Indebtedness (and the use of the proceeds thereof) as if made on the first day of such period) and (ii) such subordinated Indebtedness is unsecured, shall have a maturity date no earlier than the Facility

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Termination Date, shall not provide for any voluntary or mandatory principal prepayments or amortization prior to the Facility Termination Date, and shall have terms in respect of interest rate, covenants, defaults and subordination reasonably acceptable to the Agent.

6.14.12  Indebtedness in an aggregate outstanding principal amount not to exceed $200,000,000 at any time so long as (i) no Default or Unmatured Default shall be continuing as of the date of issuance thereof and the Borrower shall have delivered to the Agent a Debt Incurrence Pro Forma, based on the Parent’s most recent financial statements delivered pursuant to Section 6.1 and taking into account the issuance of such Indebtedness (and the use of the proceeds thereof), and such Debt Incurrence Pro Forma shall reflect that, on a pro forma basis, the Parent would have been in compliance with the financial covenants set forth in Sections 6.20 and 6.21 for the four fiscal quarter period reflected in the compliance certificate most recently delivered to the Agent pursuant to Section 6.1.3 prior to the issuance and use of the proceeds of such Indebtedness (giving effect to the issuance of such Indebtedness (and the use of the proceeds thereof) as if made on the first day of such period) and (ii) such Indebtedness shall have a maturity date no earlier than the Facility Termination Date, shall not provide for any mandatory principal prepayments or amortization prior to the Facility Termination Date, and if secured, the holders of such Indebtedness shall have entered into an intercreditor agreement in form and substance reasonably acceptable to the Agent.

6.14.13  Additional Indebtedness (including Indebtedness arising from agreements with any governmental authority or public subdivision or agency thereof relating to the construction of buildings, and the purchase and installation of equipment, to be used in the business of the Parent and its Subsidiaries) in an aggregate outstanding principal amount not to exceed $40,000,000 at any time.

6.15.        Liens.  The Parent and the Borrower will not, nor will they permit any Subsidiary to, create, incur, or suffer to exist any Lien in, of or on the Property of the Parent, the Borrower or any Subsidiary, except:

6.15.1  Liens, if any, securing Secured Obligations.

6.15.2  Liens for taxes, assessments or governmental charges or levies on its Property to the extent non-payment of such taxes is otherwise permitted by this Agreement.

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

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

6.15.5  Liens existing on the Restatement Effective Date and described in Schedule 6.15.

6.15.6  Deposits securing liability to insurance carriers under insurance or self-insurance arrangements.

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

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

6.15.9  Liens arising by reason of any judgment, decree or order of any court or other governmental authority, but only to the extent and for an amount and for a period not resulting in Default under Section 7.8.

6.15.10  Liens arising in connection with a Receivables Purchase Facility permitted under Section 6.14.4.

6.15.11  Liens existing on any specific fixed asset of any Subsidiary of the Borrower at the time such Subsidiary becomes a Subsidiary and not created in contemplation of such event.

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

6.15.13  Liens existing on any specific fixed asset of any Subsidiary of the Borrower at the time such Subsidiary is merged or consolidated with or into the Borrower or any other Subsidiary and not created in contemplation of such event.

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

6.15.15  Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted under Sections 6.15.5 and 6.15.11

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through 6.15.14; provided that (i) such Indebtedness is not secured by any additional assets, other than improvements thereon and proceeds thereof, and (ii) the amount of such Indebtedness secured by any such Lien is not increased.

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

6.15.17  Liens in respect of Capitalized Lease Obligations to the extent permitted hereunder and Liens arising under any equipment, furniture or fixtures leases or Property consignments to the Parent, the Borrower or any Subsidiary for which the filing of a precautionary financing statement is permitted under the Collateral Documents.

6.15.18  Licenses, leases or subleases granted to others in the ordinary course of business consistent with the Parent’s, the Borrower’s and the Subsidiaries’ past practices that do not materially interfere with the conduct of the business of the Parent, the Borrower and the Subsidiaries taken as a whole.

6.15.19  Statutory and contractual landlords’ Liens under leases to which the Parent, the Borrower or any Subsidiary is a party.

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

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

6.15.22  Any interest or title of a lessor, sublessor, licensee or licensor under any lease or license agreement permitted by this Agreement.

6.15.23  Liens encumbering cash deposits in an amount not to exceed $30,000,000 to secure Permitted Customer Financing Guarantees.

6.15.24  Liens not otherwise permitted under this Section 6.15 to the extent attaching to Properties and assets with an aggregate fair market value not in excess of, and securing liabilities not in excess of $15,000,000, in the aggregate at any one time outstanding.

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

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

6.16.        Affiliates.  Except as otherwise permitted by this Agreement, the Parent and the Borrower will not enter into, directly or indirectly, or permit any Subsidiary to enter into, directly or indirectly, any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate (other than the Parent and, subject to Section 6.24, its Subsidiaries) except in the ordinary course of business and pursuant to the reasonable requirements of the Parent’s, the Borrower’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Parent, the Borrower or such Subsidiary than the Parent, the Borrower or such Subsidiary would obtain in a comparable arm’s-length transaction, except that any Affiliate who is an individual may serve as a director, officer, employee or consultant of the Parent or any of its Subsidiaries and may receive reasonable compensation for his or her services in such capacity.

6.17.        Financial Contracts.  The Parent and the Borrower will not, nor will they permit any Subsidiary to, enter into or remain liable upon any Rate Management Transactions except for those entered into (i) by the Borrower and it Subsidiaries in the ordinary course of business for bona fide hedging purposes and not for speculative purposes and (ii) by any SPV in connection with a Receivables Purchase Facility permitted hereunder.

6.18.        Subsidiary Covenants.  The Parent and the Borrower will not, and will not permit any Subsidiary (other than any SPV) to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than any SPV) (i) to pay dividends or make any other distribution on its stock, (ii) to pay any Indebtedness or other obligation owed to the Parent, the Borrower or any Subsidiary, (iii) to make loans or advances or other Investments in the Parent, the Borrower or any Subsidiary, or (iv) to sell, transfer or otherwise convey any of its property to the Parent, the Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (a) this Agreement and the other Loan Documents, (b) documents governing Indebtedness permitted under Sections 16.14.11, 16.14.12 or 16.14.13, (c) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of the Parent or any of its Subsidiaries, (d) customary provisions restricting assignment of any licensing agreement or other contract entered into by Parent and its Subsidiaries in the ordinary course of business, (e) restrictions on the transfer of any asset pending the close of the sale of such asset, (f) restrictions on the transfer of any assets subject to a Lien permitted by Section 6.15, (g) any encumbrance or restriction entered into by a Subsidiary prior to the date such Subsidiary was acquired by the Parent or the Borrower, which encumbrance or restriction does not relate to any Person other than such Subsidiary, and which encumbrance or restriction was not created in contemplation of such acquisition and (h) restrictions on the transfer of any shares of the Parent’s capital stock that have been r epurchased by the Parent and held in treasury.

6.19.        Contingent Obligations.  The Parent and the Borrower will not, nor will they permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary), except Contingent Obligations arising with respect to (i) this Agreement and the other Loan Documents, (ii) customary indemnification obligations in favor of purchasers in connection with asset

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dispositions permitted hereunder, (iii) customary indemnification obligations under such Person’s charter and bylaws (or equivalent formation documents), (iv) indemnities in favor of the Persons issuing title insurance policies insuring the title to any property, (v) guarantees of (a) real property leases and (b) personal property Operating Leases, in each case entered into in the ordinary course of business by the Parent or any of the Subsidiaries, (vi) other Contingent Obligations constituting guarantees of Indebtedness permitted under Section 6.14, provided that to the extent such Indebtedness is subordinated to the Secured Obligations each such Contingent Obligation shall be subordinated to the Secured Obligations on terms reasonably acceptable to the Agent, (vii) non-financial indemnities and guarantees of performance made in the ordinary course of busine ss by the Parent or any Subsidiary that would not, individually or in the aggregate, have a Material Adverse Effect and (viii) Permitted Customer Financing Guarantees.

6.20.        Leverage Ratio.  The Parent and the Borrower will not permit the ratio (the “Leverage Ratio”), determined as of the end of each of its fiscal quarters, of (i) Consolidated Funded Indebtedness to (ii) Consolidated EBITDA for the then most-recently ended four fiscal quarters to be greater than 3.25 to 1.00.  The Leverage Ratio shall be calculated as of the last day of each fiscal quarter of the Parent based upon (a) for Consolidated Funded Indebtedness, Consolidated Funded Indebtedness as of the last day of each such fiscal quarter and (b) for Consolidated EBITDA, the actual amount as of the last day of each fiscal quarter for the most recently ended four consecutive fiscal quarters; provided that the Leverage Ratio shall be calculated, with respect to Permitted Acquisitions, on a pro forma basis reasonably satisfactory to the Agent, broken down by fiscal quarter in the Parent’s reasonable judgment.

6.21.        Minimum Consolidated Net Worth.  The Parent and the Borrower will at all times maintain positive Consolidated Net Worth which shall not be less than (i) $550,000,000 minus (ii) amounts expended by Parent on or after July 1, 2007 in connection with repurchases or redemptions of its capital stock under Section 6.10  plus (iii) 50% of Consolidated Net Income (if positive) earned in each fiscal quarter beginning with the fiscal quarter ending June 30, 2007, plus (iv) 50% of the net cash proceeds resulting from issuances of the Parent’s or any Subsidiary’s capital stock from and after the Restatement Effective Date.

6.22.        Capital Expenditures.  The Parent and the Borrower will not, nor will they permit any Subsidiary to expend, for Consolidated Capital Expenditures in the acquisition of fixed assets in any fiscal year in the aggregate for the Parent and its Subsidiaries, in excess of (i) $75,000,000 for the period from January 1, 2007 through December 31, 2007; and (ii) $75,000,000 for the period from January 1 through December 31 for each fiscal year thereafter, plus any amount permitted to be expended in the immediately preceding fiscal year (pursuant to the absolute dollar limitation for such preceding fiscal year and not pursuant to any carryover provision from a prior fiscal year) but not expended.

6.23.        Subsidiary Collateral Documents; Subsidiary Guarantors.  The Parent and the Borrower shall execute or shall cause to be executed:

(i)            on the date any Person becomes a Subsidiary of the Parent, if such Subsidiary is a Domestic Subsidiary, (a) a supplement to the Security Agreement in favor of the Agent for the benefit of the Holders of Secured Obligations with respect to all of the equity interests of such Person owned by the Parent and its Domestic Subsidiaries; (b)

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a supplement to the Guaranty pursuant to which such Domestic Subsidiary (other than an SPV) shall become a Guarantor; (c) a supplement to the Security Agreement pursuant to which such Domestic Subsidiary (other than an SPV) shall become a grantor thereunder and the other documents required thereby; (d) Intellectual Property Security Agreements with respect to such Domestic Subsidiary’s (other than an SPV) intellectual property; and (e) Collateral Documents in respect of such Domestic Subsidiary’s (other than an SPV) real property (other than leased property) with a fair market value greater than or equal to $2,000,000, in each case to provide the Agent with a first priority perfected security interest therein and Lien thereon (subject to Liens permitted under Section 6.15, provided that nothing herein shall be deemed to constitute an agreement to subo rdinate any of the Liens of the Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 (other than Permitted Priority Liens));

(ii)           on the date any Person becomes a Material Foreign Subsidiary, as soon as practicable but in any event within thirty (30) days following the date on which such Person became a Material Foreign Subsidiary, a pledge agreement or share mortgage in favor of the Agent for the benefit of the Holders of Secured Obligations with respect to 65% of all of the outstanding equity interests of such Material Foreign Subsidiary; provided, however, in the event that any such Material Foreign Subsidiary is a Wholly-Owned Subsidiary of a Guarantor in connection with which all of the requirements of clause (i) above have been satisfied, and the activities of such Guarantor are limited to owning the equity interests of its Subsidiaries, then, the Agent, at its option, may waive the requirement for the pledge of any of the equities of such Material Foreign Subsidiary under this clause (ii); provided, further, that if at any time any Material Foreign Subsidiary issues or causes to be issued equity interests, such that the aggregate amount of the equity interests of Material Foreign Subsidiary pledged to the Agent for the benefit of the Holders of Secured Obligations is less than 65% of all of the outstanding equity interests of such Person, the Parent shall (A) promptly notify the Agent of such deficiency and (B) deliver or cause to be delivered any agreements, instruments, certificates and other documents as the Agent may reasonably request all in form and substance reasonably satisfactory to the Agent in order to cause all of the equities of such Material Foreign Subsidiary owned by the Parent and its Subsidiaries (but not in excess of 65% of all of the outstanding equities thereof) to be pledged to the Agent for the benefit of the Holders of Secured Obligations; and

(iii)          in either such case the Parent and the Borrower shall deliver or cause to be delivered to the Agent all such pledge agreements, guarantees, security agreements and other Collateral Documents, together with appropriate corporate resolutions and other documentation (including opinions, if reasonably requested by the Agent, UCC financing statements (and the Parent and the Borrower hereby authorize the preparation and filing of all necessary UCC financing statements), real estate title insurance policies, environmental reports, the stock certificates representing the equities subject to such pledge, stock powers with respect thereto executed in blank, and such other documents as shall be reasonably requested to perfect the Lien of such pledge) in each case in form and substance reasonably satisfactory to the Agent, and the Agent shall be reasonably satisfied that it has a first priority perfected pledge of or charge over the Collateral related thereto.

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6.24.        Foreign Subsidiary Investments.  The Parent and the Borrower will not, nor will they permit any other Credit Party to, enter into or suffer to exist Foreign Subsidiary Investments at any time in an aggregate amount greater than $40,000,000 (without giving effect to any revaluation for currency fluctuations after the date any such Investment is made).

ARTICLE VII

DEFAULTS

The occurrence of any one or more of the following events shall constitute a Default:

7.1.          Any representation or warranty made or deemed made by or on behalf of the Parent, the Borrower or any Subsidiary to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be false in any material respect on the date as of which made or deemed made.

7.2.          Nonpayment of (i) principal of any Revolving Loan when due, (ii) any Reimbursement Obligation within one Business Day after the same becomes due, or (iii) interest upon any Revolving Loan or any Commitment Fee, LC Fee or other Obligations under any of the Loan Documents within five (5) Business Days after such interest, fee or other Obligation becomes due.

7.3.          The breach by (i) the Parent or the Borrower of any of the terms or provisions of any of Sections 6.2 or 6.3 or any of Sections 6.10 through 6.16, inclusive, Sections 6.18 through 6.22, inclusive, or Section 6.24 or (ii) by any Credit Party of any of the terms or provisions of any of Section 4.1.1 (to the extent that the non-compliance therewith by such Credit Party would independently give rise to a Default under clause (i) of this Section 7.3), 4.1.3 or clauses (i) or (ii) of Section 4.1.4 of the Security Agreement.

7.4.          The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) or any other Credit Party of any of the terms or provisions of this Agreement or any other Loan Document to which it is a party which is not remedied within (i) five (5) Business Days after the occurrence thereof with respect to any breach of Section 6.1 and (ii) thirty (30) days after written notice from the Agent or any Lender to the Borrower of any other such breach.

7.5.          Failure of the Parent, the Borrower or any Subsidiary to pay when due any Material Indebtedness (beyond the applicable grace period with respect thereto, if any); or the default by the Parent, the Borrower or any Subsidiary in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement under which Material Indebtedness is outstanding, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any such agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any such agreement to be terminated prior to its stated expiration date; or any Material Inde btedness of the Parent, the Borrower or any Subsidiary shall be declared to be due and

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payable or required to be prepaid or repurchased (other than by a regularly scheduled payment or specified mandatory prepayment) prior to the stated maturity thereof; or the Parent, the Borrower or any Subsidiary shall not pay, or admit in writing its inability to pay, its debts generally as they become due.

7.6.          Any Credit Party or any Material Foreign Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make a general assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (v)&nb sp;take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest on a timely basis in good faith any appointment or proceeding described in Section 7.7.

7.7.          Without the application, approval or consent of any Credit Party or any Material Foreign Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for such Credit Party or such Material Foreign Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against any Credit Party or any Material Foreign Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days.

7.8.          The Parent, the Borrower or any Subsidiary shall fail within 60 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $10,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not (a) stayed on appeal or otherwise being appropriately contested in good faith or (b) paid in full or otherwise fully covered (subject to any applicable deductible) by third-party insurers under the Parent’s or any Subsidiary’s insurance policies.

7.9.          Any formal step is taken to terminate any Plan, other than a standard termination under Section 4041(b) of ERISA, or a contribution failure has occurred with respect to any Plan sufficient to give rise to a Lien under Section 302(f) of ERISA.

7.10.        Any Change in Control shall occur.

7.11.        The Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Parent or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $20,000,000.

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7.12.        The Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Parent and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased, in the aggregate, over the amounts contributed to such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $20,000,000.

7.13.        The Parent, the Borrower or any Subsidiary shall (i) be the subject of any proceeding or investigation pertaining to the release by the Parent, the Borrower or any Subsidiary or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), has resulted in liability to the Parent, the Borrower or any Subsidiary in an amount equal to $20,000,000 or more, which liability is not paid, bonded or otherwise discharged within 60 days or which is not stayed on appeal and being appropriately contested in good faith.

7.14.        Any Loan Document shall fail to remain in full force or effect against any Credit Party party thereto (except to the extent such Credit Party has been released from its obligations thereunder in accordance with this Agreement or such other Loan Document or such Loan Document has expired or terminated in accordance with its terms) or any Credit Party shall assert that its obligations thereunder are discontinued, invalid or unenforceable for any reason (other than those enumerated in the first parenthetical above); the Liens created by the Collateral Documents shall at any time not constitute a valid and perfected Lien on the Collateral intended to be covered thereby (to the extent perfection by filing, registration, recordation, or possession is required herein or therein) in favor of the Agent, having the priority contemplated by the Collateral Do cuments (except to the extent such Liens have been released in accordance with this Agreement or such other Loan Document)

7.15.        An event (such event, an “Off-Balance Sheet Trigger Event”) shall occur which (i) permits the investors or purchasers in respect of Off-Balance Sheet Liabilities of the Parent, any Subsidiary or any SPV to require the amortization or liquidation of such Off-Balance Sheet Liabilities as a result of the non-payment of any Off-Balance Sheet Liability having an aggregate outstanding principal amount (or similar outstanding liability) greater than or equal to $25,000,000 and (x) such Off-Balance Sheet Trigger Event shall not be remedied or waived within the later to occur of the tenth day after the occurrence thereof or the expiry date of any grace period related thereto under the agreement evidencing such Off-Balance Sheet Liabilities, or (y) such investors shall require the amortization or liquidation of such Off-Balance Shee t Liabilities as a result of such Off-Balance Sheet Trigger Event, or (ii) causes the replacement or substitution of the Parent, any Subsidiary or any SPV as the servicer under the agreements evidencing such Off-Balance Sheet Liabilities; provided, however, that this Section 7.15 shall not apply on any date with respect to (a) any voluntary request by the Parent, any Subsidiary or any SPV for an above-described amortization or liquidation so long as the aforementioned investors or purchasers cannot independently require on such date such amortization or

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liquidation or (b) any scheduled amortization or liquidation at the stated maturity of the facility evidencing such Off-Balance Sheet Liabilities.

ARTICLE VIII

ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

8.1.          Acceleration.  (i) If any Default described in Section 7.6 or 7.7 occurs with respect to any Credit Party, the obligations of the Lenders to make Revolving Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs shall automatically terminate and the Secured Obligations shall immediately become due and payable without any election or action on the part of the Agent, any LC Issuer or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay the Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to (x) the amount of LC Obligations at such time minus (y) the amount or deposit in the Facility LC Collateral Account at such time which i s free and clear of all rights and claims of third parties and has not been applied against the Obligations (the “Collateral Shortfall Amount”).  If any other Default occurs, the Required Lenders (or the Agent with the consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation and power of the LC Issuers to issue Facility LCs, or declare the Secured Obligations to be due and payable, or both, whereupon, in the case of a termination, the Secured Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrower hereby expressly waives and/or (b) upon notice to the Borrower and in addition to the continuing right to demand payment of all amounts payable under this Agreement, make demand on the Borrower to pay, and the Borrower will forthwith upon such demand and without any further notice or act pay to the Agent the Collateral Shortfall A mount which funds shall be deposited in the Facility LC Collateral Account.

(ii)           If at any time while any Default is continuing, the Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Agent may make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account.

(iii)          The Agent may at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Secured Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or the LC Issuers under the Loan Documents.

(iv)          At any time while any Default is continuing, neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Secured Obligations have been paid in full in cash (or, with respect to any Reimbursement Obligations, the Facility LCs have been returned and cancelled or back-stopped to the Agent’s reasonable satisfaction) and the Aggregate Commitment has been terminated, any funds remaining in the Facility LC Collateral Account

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shall be returned by the Agent to the Borrower or paid to whomever may be legally entitled thereto at such time.

(v)           If, after acceleration of the maturity of the Obligations or termination of the obligations of the Lenders to make Loans and the obligation and power of the LC Issuers to issue Facility LCs hereunder as a result of any Default (other than any Default as described in Section 7.6 or 7.7 with respect to any Credit Party) and before any judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

8.2.          Amendments.  Subject to the provisions of this Section 8.2, the Required Lenders (or the Agent with the consent in writing of the Required Lenders) and the Parent and the Borrower may enter into agreements supplemental hereto for the purpose of adding or modifying any provisions to the Loan Documents or changing in any manner the rights of the Lenders or the Parent or the Borrower hereunder or thereunder or waiving any Default hereunder or thereunder; provided, however, that no such supplemental agreement shall, without the consent of each Lender affected thereby:

(i)            Extend the Facility Termination Date, extend the final maturity of any Revolving Loan or extend the expiry date of any Facility LC in respect of which the requirements of Section 2.20.11 shall not have been satisfied to a date after the Facility Termination Date, or postpone any regularly scheduled payment of principal of any Revolving Loan or forgive all or any portion of the principal amount thereof, or any Reimbursement Obligation related thereto, or reduce the rate or extend the time of payment of interest or fees thereon or Reimbursement Obligations related thereto (other than a waiver of the application of the default rate of interest or LC Fees pursuant to Section 2.11 hereof);

(ii)           Except as provided in Section 2.21, increase the amount of the Commitment of any Lender hereunder;

provided, further, however, that no such supplemental agreement shall, without the consent of each Lender (which is not a defaulting Lender under the provisions of Sections 2.18 or 2.19(iv)):

(a)           (i) Reduce the percentage specified in the definition of “Required Lenders” or any other percentage of Lenders specified to be the applicable percentage in this Agreement to act on specified matters or, (ii) other than to reflect the issuance of Term Loans hereunder on a ratable basis, amend the definition of “Pro Rata Share;

(b)           Permit the Borrower to assign its rights or obligations under this Agreement;

(c)           Amend this Section 8.2 other than to reflect the issuance of Term Loans hereunder;

(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;

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(e)           Amend Section 11.2 in a manner that would alter the pro rata sharing of payments required thereby; or

(f)            Other than in connection with a transaction permitted under this Agreement, release the Parent or any Guarantor from its obligations under the Guaranty.

No amendment of any provision of this Agreement relating to the Agent shall be effective without the written consent of the Agent.  The Agent may waive payment of the fee required under Section 12.3.3 without obtaining the consent of any other party to this Agreement.  No amendment of any provision of this Agreement relating to the Swing Line Lender or any Swing Line Loan shall be effective without the written consent of the Swing Line Lender.  No amendment of any provision of this Agreement relating to any LC Issuer shall be effective without the written consent of such LC Issuer.

8.3.          Preservation of Rights.  No delay or omission of the Lenders, the LC Issuers or the Agent to exercise any right under the Loan Documents shall impair such right or be construed to be a waiver of any Default or an acquiescence therein, and the making of a Credit Extension notwithstanding the existence of a Default or Unmatured Default or the inability of the Borrower to satisfy the conditions precedent to such Credit Extension shall not constitute any waiver or acquiescence.  Any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in writing signed by, or by the Agent with the consent of, the requisite nu mber of Lenders required pursuant to Section 8.2, and then only to the extent in such writing specifically set forth.  All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to the Agent, the LC Issuers and the Lenders until all of the Secured Obligations (other than contingent indemnity claims) have been paid in full.

ARTICLE IX

GENERAL PROVISIONS

9.1.          Survival of Representations.  All representations and warranties of the Parent and the Borrower contained in this Agreement shall survive the making of the Credit Extensions herein contemplated.

9.2.          Governmental Regulation.  Anything contained in this Agreement to the contrary notwithstanding, neither any LC Issuer nor any Lender shall be obligated to extend credit to the Borrower in violation of any limitation or prohibition provided by any applicable statute or regulation.

9.3.          Headings.  Section headings in the Loan Documents are for convenience of reference only, and shall not govern the interpretation of any of the provisions of the Loan Documents.

9.4.          Entire Agreement.  The Loan Documents embody the entire agreement and understanding among the Borrower, the Parent, the Agent, the LC Issuers and the Lenders and supersede all prior agreements and understandings among the Borrower, the Parent, the Agent,

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the LC Issuers and the Lenders relating to the subject matter thereof other than those contained in the fee letter described in Section 10.13 which shall survive and remain in full force and effect during the term of this Agreement.

9.5.          Several Obligations; Benefits of this Agreement.  The respective obligations of the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any other (except to the extent to which the Agent is authorized to act as such).  The failure of any Lender to perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder.  This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and assigns, provided, however, that the parties hereto expressly agree that the Arranger shall enjoy the benefits of the provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth therein and shall have the right to enforce such p rovisions on its own behalf and in its own name to the same extent as if it were a party to this Agreement.

9.6.          Expenses; Indemnification.

(i)The Borrower shall reimburse the Agent and the Arranger for any reasonable out-of-pocket expenses (including reasonable outside attorneys’ and paralegals’ fees and expenses of and fees for other advisors and professionals engaged by the Agent or the Arranger and, unless a Default shall be continuing, with the consent of the Borrower), but excluding any costs, charges or expenses with respect to taxes and amounts relating thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5), paid or incurred by the Agent or the Arranger in connection with the investigation, preparation, negotiation, documentation, execution, delivery, syndication, distribution (including, without limitation, via the internet), review, amendment, modification and administration of the Loan Documents.  The Borrower also agrees to reimburse the Agent, the Arranger, the LC Issuers and the Lenders for any out-of-pocket expenses (including outside attorneys’ and paralegals’ fees and expenses of outside attorneys and paralegals for the Agent, the Arranger, the LC Issuers and the Lenders, but only to the extent such fees and disbursements were incurred by attorneys in a single law firm (and any replacement or successor firm thereof) selected by the Agent), but excluding any costs, charges or expenses with respect to taxes and amounts relating thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5), paid or incurred by the Agent, the Arranger, any LC Issuer or any Lender in connection with the collection and enforcement of the Loan Documents.

(ii)The Borrower hereby further agrees to indemnify the Agent, the Arranger, each LC Issuer, each Lender, their respective affiliates, and each of their directors, officers, employees, trustees, investment advisors, attorneys, advisors and agents against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Agent, the Arranger, any LC Issuer, any Lender or any affiliate is a party thereto, and all outside attorneys’ and paralegals’ fees and expenses of outside attorne ys and paralegals of the party seeking indemnification), but

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excluding any losses, claims, damages, penalties, judgments, liabilities and expenses with respect to taxes and amounts related thereto (payment with respect to which shall be governed solely and exclusively by Section 3.5), which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or indirect application or proposed application of the proceeds of any Credit Extension hereunder except to the extent that they have resulted from the gross negligence or willful misconduct or solely by reason of the breach of the express terms of this Agreement of the party seeking indemnification.  The obligations of the Borrower under this Section 9.6 shall survive the termination of this Agreement.

9.7.          Numbers of Documents.  All statements, notices, closing documents, and requests hereunder shall be furnished to the Agent with sufficient counterparts so that the Agent may furnish one to each of the Lenders, to the extent that the Agent deems necessary.

9.8.          Accounting.  Except as provided to the contrary herein, all accounting terms used in the calculation of any financial covenant or test shall be interpreted and all accounting determinations hereunder in the calculation of any financial covenant or test shall be made in accordance with Agreement Accounting Principles.

9.9.          Severability of Provisions.  Any provision in any Loan Document that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.

9.10.        Nonliability of Lenders.  The relationship between the Borrower on the one hand and the Lenders, the LC Issuers and the Agent on the other hand shall be solely that of borrower and lender.  Neither the Agent (except to the limited extent as provided by Section 12.3.4 relating to maintaining the Register), the Arranger, the LC Issuers nor any Lender shall have any fiduciary responsibilities to the Borrower or any other Credit Party.  Neither the Agent, the Arranger, the LC Issuers nor any Lender undertakes any responsibility to the Borrower or any other Credit Party to review or inform any Credit Party of any matter in connection with any phase of any Credit Party’s business or operations.  Each of the Parent and the Borrower agrees that neither the Agent, the Arranger, the LC Issuers nor any Lender shall have l iability to the Parent or the Borrower (whether sounding in tort, contract or otherwise) for losses suffered by the Parent or the Borrower in connection with, arising out of, or in any way related to, the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of, or solely by reason of the breach of the express terms of the Loan Documents by, the party from which recovery is sought.  Neither the Agent, the Arranger, the LC Issuers nor any Lender shall have any liability with respect to, and each of the Parent and the Borrower hereby waives, releases and agrees not to sue for, any special, indirect, consequential or punitive damages suffered by the Parent, the Borrower or any Subsidiary in connection with, arising out of, or in any way related to the Loan Documents or the transactions contemplated thereby.

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9.11.        Confidentiality.  Each Lender agrees to hold any confidential information which it may receive from the Borrower pursuant to this Agreement in confidence in accordance with its respective customary practices (but in any event in accordance with reasonable confidentiality practices), except for disclosure (i) to its Affiliates and to other Lenders and their respective Affiliates, for use solely in connection with the transactions contemplated hereby, (ii) to legal counsel, accountants, and other professional advisors to such Lender or to a Transferee who are expected to be involved in the evaluation of such information in connection with the transactions contemplated hereby, in each case which have been informed as to the confidential nature of such information, (iii) to regulatory officials having jurisdiction over it, ( iv) to any Person as required by law, regulation, or legal process in respect of which, to the extent permitted by applicable law, such Lender shall have used commercially reasonable efforts to give the Borrower reasonable prior notice and the opportunity to contest such disclosure, (v) of information that presently or hereafter becomes available to such Lender on a non-confidential basis from a source other than the Parent and its Subsidiaries and other than as a result of disclosure not otherwise permitted by this Section 9.11, (vi) to any Person in connection with any legal proceeding to which such Lender is a party, (vii) to such Lender’s direct or indirect contractual counterparties in credit derivative transactions or to legal counsel, accountants and other professional advisors to such counterparties, in each case which have been informed as to the confidential nature of such information and agree to be bound by this Section 9.11 or other similar terms of confidentia lity, (viii) permitted by Section 12.4 and (ix) to rating agencies if requested or required by such agencies in connection with a rating relating to the Credit Extensions hereunder.  Notwithstanding anything to the contrary set forth herein or in any other agreement to which the parties hereto are parties or by which they are bound, the obligations of confidentiality contained herein and therein (the “Confidentiality Obligations”), as they relate to the transactions contemplated by this Agreement, shall not apply to the “tax structure” or “tax treatment” of the transactions contemplated by this Agreement (as these terms are used in Section 1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations (the “Confidentiality Regulation”) promulgated under Section 6011 of the Internal Revenue Code of 1986, as amended); and each party hereto (and any employee, representative, or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the “tax structure’’ and “tax treatment” of the transactions contemplated by this Agreement (as these terms are defined in the Confidentiality Regulation).  In addition, each party hereto acknowledges that it has no proprietary or exclusive rights to any tax matter or tax idea related to the transactions contemplated by this Agreement.

9.12.        Lenders Not Utilizing Plan Assets.  Each Lender and Designated Lender represents and warrants that none of the consideration used by such Lender or Designated Lender to make its Loans constitutes for any purpose of ERISA or Section 4975 of the Code assets of any “plan” as defined in Section 3(3) of ERISA or Section 4975 of the Code and the rights and interests of such Lender or Designated Lender in and under the Loan Documents shall not constitute such “plan assets” under ERISA.

9.13.        Nonreliance.  Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U) as collateral in the extension or maintenance of the credit provided for herein.

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9.14.        Disclosure.  The Borrower, the Parent and each Lender, including the LC Issuers, hereby acknowledge and agree that each Lender and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with the Borrower and its Affiliates.

9.15.        Performance of Obligations.  Each of the Parent and the Borrower agrees that the Agent may, but shall have no obligation to (i) at any time, pay or discharge taxes, liens, security interests or other encumbrances levied or placed on any Collateral to the extent the same would constitute a Default hereunder if actually levied or imposed and (ii) after the occurrence and during the continuance of a Default make any payment or perform any act required of the Parent, the Borrower or any Subsidiary under any Loan Document or take any other action which the Agent in its discretion deems necessary or desirable to protect or preserve the Collateral, including, without limitation, any action to (x) effect any repairs or obtain any insurance called for by the terms of any of the Loan Documents and to pay all or any part of the pre miums therefor and the costs thereof and (y) pay any rents payable by the Parent, the Borrower or any Subsidiary which are more than 30 days past due, or as to which the landlord has given notice of termination, under any lease.  The Agent shall use its best efforts to give the Borrower notice of any action taken under this Section 9.15 prior to the taking of such action or promptly thereafter provided the failure to give such notice shall not affect the Borrower’s obligations in respect thereof.  The Borrower agrees to pay the Agent, upon demand, the principal amount of all funds advanced by the Agent under this Section 9.15, together with interest thereon at the rate from time to time applicable to Floating Rate Loans from the date of such advance until the outstanding principal balance thereof is paid in full.  If the Borrower fails to make payment in respect of any such advance under this Section 9.15 within one (1) Business Day after the date the Borrower rec eives 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 inc rease the obligation of any other Lender to make such payment to the Agent.  All outstanding principal of, and interest on, advances made under this Section 9.15 shall constitute Obligations secured by the Collateral until paid in full by the Borrower.

9.16.        USA PATRIOT Act.  Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Act.

9.17.        No Duties Imposed on Syndication Agents or Documentation Agents. None of the Persons identified on the cover page to this Agreement, the signature pages to this Agreement or

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otherwise in this Agreement as a “Syndication Agent” or a “Documentation Agent” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than, if such Person is a Lender, those applicable to all Lenders as such.  Without limiting the foregoing, none of the Persons identified on the cover page to this Agreement, the signature pages to this Agreement or otherwise in this Agreement as a “Syndication Agent” or a “Documentation Agent” shall have or be deemed to have any fiduciary duty to or fiduciary relationship with any Lender.  Each Lender acknowledges that it has not relied, and will not rely, on any of the Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

ARTICLE X

THE AGENT

10.1.        Appointment; Nature of Relationship.  JPMorgan Chase is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the “Agent”) hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents.  The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X.  Notwithstanding the use of the defined term “Agent,” it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any of the Holders of Secured Obligations by reason of this Agreement or any other Loan Document and that the Agent is merely a cting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents.  In its capacity as the Lenders’ contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Holders of Secured Obligations, (ii) is a “representative” of the Holders of Secured Obligations within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents.  Each of the Lenders, for itself and on behalf of its Affiliates as Holders of Secured Obligations, hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Holder of Secured Obligations hereby waives.

10.2.        Powers.  The Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto.  The Agent shall have no implied duties or fiduciary duties to the Lenders, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Agent.

10.3.        General Immunity.  Neither the Agent nor any of its directors, officers, agents or employees shall be liable to the Parent, the Borrower, any Subsidiary or any Lender or Holder of Secured Obligations for any action taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith except to the extent such action or inaction is determined in a final, non-appealable judgment by a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of such Person or solely by reason of the breach of the express terms thereof by such Person.

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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 genu ineness of any Loan Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any Collateral; or (g) the financial condition of the Parent, the Borrower, any Subsidiary or any guarantor of any of the Obligations or of any of the Parent’s, the Borrower’s, such Subsidiary’s or any such guarantor’s respective Subsidiaries.  The Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by the Parent or the Borrower to the Agent at such time, but is voluntarily furnished by the Parent or the Borrower to the Agent (either in its capacity as Agent or in its individual capacity).

10.5.        Action on Instructions of Lenders.  The Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Required Lenders (or all of the Lenders in the event that and to the extent that this Agreement expressly requires such approval), and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders.  The Lenders hereby acknowledge that the Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Loan Document unless it shall be requested in writing to do so by the Required Lenders (or all of the Lenders in the event that and to the extent that this Agreement expressly requi res 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.

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10.8.        Agent’s Reimbursement and Indemnification.  The Lenders agree to reimburse and indemnify the Agent ratably in proportion to the Lenders’ Pro Rata Shares of the Aggregate Commitment (or, if the Aggregate Commitment has been terminated, of the Aggregate Outstanding Credit Exposure) (i) for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by any Credit Party under the Loan Documents, (ii) for any other expenses incurred by the Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the Lenders) and (iii) for any liabilities, obli gations, 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, notwithstan ding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof.  The obligations of the Lenders under this Section 10.8 shall survive payment of the Secured Obligations and termination of this Agreement.

10.9.        Notice of Default.  The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Unmatured Default hereunder unless the Agent has received written notice from a Lender or the Borrower referring to this Agreement describing such Default or Unmatured Default and stating that such notice is a “notice of default”.  In the event that the Agent receives such a notice, the Agent shall give prompt notice thereof to the Lenders.

10.10.      Rights as a Lender.  In the event the Agent is a Lender, the Agent shall have the same rights and powers hereunder and under any other Loan Document with respect to its Commitment and its Credit Extensions as any Lender and may exercise the same as though it were not the Agent, and the term “Lender” or “Lenders” shall, at any time when the Agent is a Lender, unless the context otherwise indicates, include the Agent in its individual capacity.  The Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Parent, the Borrower or any Subsidiary in which the Parent, the Borrower or such Subsidiary is not restricted hereby from engaging with any other Pe rson.  The Agent, in its individual capacity, is not obligated to remain a Lender.

10.11.      Lender Credit Decision.  Each Lender acknowledges that it has, independently and without reliance upon the Agent, the Arranger or any other Lender and based on the financial statements prepared by the Parent or the Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents.  Each Lender also acknowledges that it will, independently and without reliance upon the Agent, the Arranger or any other Lender and based

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on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents.  Except as expressly set forth herein, the Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Parent, the Borrower or any of their respective Subsidiaries that is communicated to or obtained by the Person serving as Agent for any of its Affiliates in any capacity.

10.12.      Successor Agent.  The Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Agent or, if no successor Agent has been appointed, forty-five days after the retiring Agent gives notice of its intention to resign.  The Agent may be removed at any time with or without cause by written notice received by the Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders.  Upon any such resignation or removal, the Required Lenders shall, with the prior written approval of the Borrower (which approval shall be required only so long as no Default shall be continuing), have the right to appoint, on behalf of the Borrower and the Lenders, a successor Agent.  If no successor Agent shall have been so appointed by the Required Lenders within forty-five days after the resigning Agent’s giving notice of its intention to resign, then the resigning Agent may appoint, on behalf of the Borrower and the Lenders, a successor Agent.  Notwithstanding the previous sentence, the Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Agent hereunder.  If the Agent has resigned or been removed and no successor Agent has been appointed, the Lenders may perform all the duties of the Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders.  No successor Agent shall be deemed to be appointed hereunder until such successor Agent has accepted the appointment.  Any such successor Agent shall be a commercial bank having capital and retained earnings of at least $500,000,000.  Upon t he acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Agent.  Upon the effectiveness of the resignation or removal of the Agent, the resigning or removed Agent shall be discharged from any further duties and obligations hereunder and under the Loan Documents.  After the effectiveness of the resignation or removal of an Agent, the provisions of this Article X shall continue in effect for the benefit of such Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent hereunder and under the other Loan Documents.  In the event that there is a successor to the Agent by merger, or the Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogou s rate of the new Agent.

10.13.      Agent and Arranger Fees.  The Borrower agrees to pay to the Agent and the Arranger, for their respective accounts, the fees agreed to by the Borrower, the Agent and the Arranger pursuant to that certain letter agreement dated June 5, 2007, or as otherwise agreed in writing from time to time.

10.14.      Delegation to Affiliates.  The Parent, the Borrower and the Lenders agree that the Agent may delegate any of its duties under this Agreement to any of its Affiliates.  Any such Affiliate (and such Affiliate’s directors, officers, agents and employees) which performs duties in

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connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Agent is entitled under Articles IX and X.

10.15.      Collateral Documents.  (a) Each Lender authorizes the Agent to enter into and remain subject to each of the Collateral Documents to which it is a party and to take all action contemplated by such documents.  Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Holders of Secured Obligations upon the terms of the Collateral Documents.

(b)  In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Agent is hereby authorized to execute and deliver on behalf of the Holders of Secured Obligations any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations.

(c)  The Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations (other than contingent indemnity obligations and Rate Management Obligations) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby; (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder.  Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant to t his Section 10.15.

(d)  Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least three (3) Business Days’ prior written request by the Borrower to the Agent, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Lien s without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or any Credit Party) all interests retained by the Borrower or any Credit Party, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.

10.16.      Quebec Security.  For greater certainty, and without limiting the powers of the Agent hereunder or under any of the other Loan Documents, each of the Lenders hereby acknowledges that the Agent shall, for purposes of holding any security granted by the Borrower on the Borrower’s property pursuant to the laws of the Province of Quebec to secure payment of

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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 p ower of attorney (fondé de pouvoir) and the constitution and appointment of the Agent as mandatary to hold the Bonds for and on behalf of the Lender by the execution of the relevant Assignment Agreement.  Notwithstanding the provisions of Section 32 of the An Act respecting the special powers of legal persons (Quebec), the Agent may acquire and be the holder of the Bond. The Borrower hereby acknowledges that the Bonds constitute a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec.

ARTICLE XI

SETOFF; RATABLE PAYMENTS

11.1.        Setoff.  In addition to, and without limitation of, any rights of the Lenders under applicable law, if any Default occurs and continues, any and all deposits (including all account balances, whether provisional or final and whether or not collected or available) and any other Indebtedness at any time owing by any Lender or any Affiliate of any Lender to or for the credit or account of any Credit Party may be offset and applied toward the payment of the Secured Obligations then due and owing to such Lender, and each Lender shall endeavor to give notice of any such set-off to the Borrower, provided that the failure of any Lender to give such notice shall not in any way limit any Lender’s rights under this Section 11.1.

11.2.        Ratable Payments.  If any Lender, whether by setoff or otherwise, has payment made to it upon its Outstanding Credit Exposure (other than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a participation in the Aggregate Outstanding Credit Exposure held by the other Lenders so that after such purchase each Lender will hold its Pro Rata Share of the Aggregate Outstanding Credit Exposure.  If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives Collateral or other protection for its Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their respective Pro Rata Shares of the Aggregate Outstanding Credit Exposure.  In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

ARTICLE XII

BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

12.1.        Successors and Assigns; Designated Lenders.

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12.1.1  Successors and Assigns.  The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrower, the Parent, the Agent and the Lenders and their respective successors and assigns permitted hereby, except that (i) neither the Parent nor the Borrower shall have any right to assign its rights or obligations under the Loan Documents without the prior written consent of each Lender, (ii) any assignment by any Lender must be made in compliance with Section 12.3, and (iii) any transfer by Participants must be made in compliance with Section 12.2.  Any attempted assignment or transfer by any party not made in compliance with this Section 12.1 shall be null and void, unless such attempted assignment or transfer is treated as a participation in accordance with Section 12.3.3.  The parties to this Agreement acknowledge that clause (ii) of this Section 12.1 relates only to absolute assignments and this Section 12.1 does not prohibit assignments creating security interests, including, without limitation, (x) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank, (y) in the case of a Lender which is a Fund, any pledge or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee or (z) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to direct or indirect contractual counterparties in credit derivative transactions relating to the Revolving Loans; provided, however, that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless and until the parties thereto have c omplied with the provisions of Section 12.3.  The Agent may treat the Person which made any Revolving Loan or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.3; provided, however, that the Agent may in its discretion (but shall not be required to) follow instructions from the Person which made any Revolving Loan or which holds any Note to direct payments relating to such Revolving Loan or Note to another Person.  Any assignee of the rights to any Revolving Loan or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents.  Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Revolving Loan (whether or not a Note has been issued in evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights to such Revolving Loan.

12.1.2  Designated Lenders.

(i)Subject to the terms and conditions set forth in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Revolving Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed).  Upon the execution by the parties to each such designation of an agreement in the form of Exhibit  ;E hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement.  The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Revolving Loans to be

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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 wh ich 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 not ice 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

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other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender.  This Section 12.1.2 shall survive the termination of this Agreement.

12.2.        Participations.

12.2.1  Permitted Participants; Effect.  Any Lender may at any time sell to one or more banks or other entities (“Participants”) participating interests in any Outstanding Credit Exposure of such Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of such Lender under the Loan Documents.  In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the owner of its Outstanding Credit Exposure and the holder of any Note issued to it in evidence thereof for all purposes under the Loan Documents, all amounts payable by the Borrower under this Agreement shall be determined as if such L ender had not sold such participating interests, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under the Loan Documents.  In addition, each such Lender that sells any participating interest to a Participant under this Section 12.2.1, (i) shall keep a register for the registration relating to each such participation, specifying such Participant’s name, address and entitlement to payment of principal and interest with respect to such participation and each transfer thereof and the name and address of each transferee, and (ii) shall collect prior to the time such Participant receives payments with respect to such participation, from each such Participant the appropriate forms, certificates and statements described in Section 3.5 (and updated as required by Section 3.5) as if such Participant were a Lender under Section 3.5.

12.2.2  Voting Rights.  Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Loan Documents other than any amendment, modification or waiver with respect to any Credit Extension or Commitment in which such Participant has an interest which would require consent of all of the Lenders pursuant to the terms of Section 8.2.

12.2.3  Benefit of Certain Provisions.  Each of the Parent and the Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant.  The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such

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amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender.  Each of the Parent and the Borrower further agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3, provided that (i) a Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2, 3.4 or 3.5 than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the Borrower, and (ii) each Participant agrees to comply with the provisions of Section 3.5 to the same extent as if it were a Lender.

12.3.        Assignments.

12.3.1  Permitted Assignments.  Any Lender may at any time assign to one or more banks or other entities (“Purchasers”) all or any part of its rights and obligations under the Loan Documents.  Such assignment shall be evidenced by an agreement substantially in the form of Exhibit C or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”).  Each such assignment with respect to a Purchaser which is not a Lender or an Affiliate of a Lender or an Approved Fund shall, unless otherwise consented to in writing by the Borrower and the Agent, either be in an amount equal to the entire applicable Outstanding Credit Exposure of the assigning Lender or (unless each of the Agent and, prior to the occurrence and continuance of a Default, the Borrower, otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment shall be based on the Outstanding Credit Exposure subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the Assignment Agreement.

12.3.2  Consents.  The consent of the Borrower shall be required prior to an assignment becoming effective unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund (other than a Lender or Affiliate of a Lender or an Approved Fund that becomes a Lender solely by means of the settlement of a credit derivative), provided that the consent of the Borrower shall not be required if (i) a Default has occurred and is continuing or (ii) if such assignment is in connection with the physical settlement of any Lender’s obligations to direct or indirect contractual counterparties in credit derivative transactions relating to the Revolving Loans; provided that the assignment without the Borrower’s consent pursuant to clause (ii) shall not increase the Borrower’s liability under Section 3.5.  The consent of the Ag ent shall be required prior to an assignment becoming effective unless the Purchaser is a Lender, an Affiliate of a Lender or an Approved Fund (other than a Lender or Affiliate of a Lender or an Approved Fund that becomes a Lender solely by means of the settlement of a credit derivative).  Any consent required under this Section 12.3.2 shall not be unreasonably withheld or delayed.

12.3.3  Effect; Effective Date.  Upon (i) delivery to the Agent of an Assignment Agreement, together with any consents required by Sections 12.3.1 and 12.3.2, and (ii) payment of a $3,500 fee to the Agent by the assigning Lender or the Purchaser for processing such assignment (unless such fee is waived by the Agent or unless such

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assignment is made to such assigning Lender’s Affiliate), such assignment shall become effective on the effective date specified in such assignment.  The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Commitment and Outstanding Credit Exposure under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights, benefits and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA.  On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights, benefits and o bligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released from any further obligations with respect to the Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by the Borrower, the Parent, the Lenders or the Agent.  In the case of an assignment covering all of the assigning Lender’s rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Obligations and termination of the Loan Documents.  Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.3 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.2.  Upon the consummation of any assignment to a Purchaser pursuant to this Section 12.3.3, the transferor Lender, the Agent and the Borrower shall, if the transferor Lender or the Purchaser desires that its Revolving Loans be evidenced by Notes, make appropriate arrangements so that, upon cancellation and surrender to the Borrower of the Notes (if any) held by the transferor Lender, new Notes or, as appropriate, replacement Notes are issued to such transferor Lender, if applicable, and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments (or, if the Facility Termination Date has occurred, their respective Outstanding Credit Exposure), as adjusted pursuant to such assignment.  Each Purchaser shall not be entitled to receive any greater payment under Section 3.5 than the transferor Lender would have received had such transfer not occurred.

12.3.4  Register.  The Agent, acting solely for this purpose as an agent of the Borrower (and the Borrower hereby designates the Agent to act in such capacity), shall maintain at one of its offices in Chicago, Illinois a copy of each Assignment and Assumption delivered to it and a register (the “Register”) for the recordation of (a) the names and addresses of the Lenders and the Commitments of each Lender pursuant to the terms hereof, (b) the date and the amount of each Revolving Loan made hereunder, the Type thereof and the Interest Period (in the case of a Eurodollar Advance) with respect thereto, and the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder, (c) the original stated amount of each Facility LC and the amount of LC Obligations (including specifying Reimburse ment 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

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effective date and amount of each Assignment Agreement delivered to and accepted by it and the parties thereto pursuant to Section 12.3, (e) the amount of any sum received by the Agent hereunder from the Borrower and each Lender’s share thereof, and (f) all other appropriate debits and credits as provided in this Agreement, including, without limitation, all fees, charges, expenses and interest.  The entries in the Register shall be conclusive, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

12.4.        Dissemination of Information.  Each of the Parent and the Borrower authorizes each Lender to disclose to any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by operation of law (each a “Transferee”) and any prospective Transferee any and all information in such Lender’s possession concerning the creditworthiness of the Parent, the Borrower and the Subsidiaries; provided that each Transferee and prospective Transferee agrees to be bound by Section 9.11 of this Agreement.

12.5.        Tax Certifications.  If any interest in any Loan Document is transferred to any Transferee, the transferor Lender shall cause such Transferee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.5(iv) and (vi).

12.6.        Reimbursement Obligations.  For purposes of this Article XII, with respect to each Letter of Credit, if an LC Issuer transfers its rights with respect to the Borrower’s obligation to pay Reimbursement Obligations in respect of such Letter of Credit, such LC Issuer shall give notice of such transfer to the Agent for notation in the Register.

ARTICLE XIII

NOTICES

13.1.        Notices.  Except as otherwise permitted by Section 2.14, all notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, facsimile transmission or similar writing) and shall be given to such party: (x) in the case of the Parent, the Borrower, the LC Issuers, or the Agent, at its address or facsimile number set forth on the signature pages hereof, (y) in the case of the Lenders, at its address or facsimile number set forth in its Administrative Questionnaire or (z) in the case of any party, at such other address or facsimile number as such party may hereafter specify for the purpose by notice to the Agent and the Borrower in accordance with the provisions of this Section 13.1.  Each such notice, request or other communication shall be effect ive (i) if given by facsimile transmission, when transmitted to the facsimile number specified in this Section and confirmation of receipt is received, (ii) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (iii) if given by any other means, when delivered (or, in the case of electronic transmission, received) at the address specified in this Section; provided that notices to the Agent under Article II shall not be effective until received.

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13.2.        Change of Address.  The Borrower, the Parent, the Agent, any LC Issuer and any Lender may each change the address for service of notice upon it by a notice in writing to the other parties hereto.

ARTICLE XIV

COUNTERPARTS

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart.  This Agreement shall be effective when it has been executed by the Borrower, the Parent, the Agent, the LC Issuers and the Lenders and each party has notified the Agent by facsimile transmission or telephone that it has taken such action.

ARTICLE XV

CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

15.1.        CHOICE OF LAW.  THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION AND OTHER THAN SECTION 10.16 OF THIS AGREEMENT) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS, OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

15.2.        CONSENT TO JURISDICTION.  EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE STATE, COUNTY AND CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY PARTY HERETO TO BRING PROCEEDINGS AGAINST ANY OTHER PARTY HERETO OR ANY HOLDER OF SECURED OBLIGATIONS IN THE COURTS OF ANY OTHER JURI SDICTION;  PROVIDED THAT EACH OF THE PARENT AND THE BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY ANY OF THE AGENT, ANY LC ISSUER, ANY LENDER OR AN OTHER HOLDER OF SECURED OBLIGATIONS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO (1) REALIZE ON ANY SECURITY FOR THE OBLIGATIONS OR (2) TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON.

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15.3.        WAIVER OF JURY TRIAL.  THE BORROWER, THE PARENT, THE AGENT, EACH LC ISSUER, EACH LENDER, AND EACH OTHER HOLDER OF SECURED OBLIGATIONS HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

ARTICLE XVI

NO NOVATION; CONTINUATION; REFERENCES TO THIS
AGREEMENT IN LOAN DOCUMENTS

16.1.        No Novation; Continuation.   It is the express intent of the parties hereto that this Agreement (i) shall re-evidence the Borrower’s indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and not in payment of, the obligations of the Borrower under the Existing Credit Agreement and (iii) is in no way intended to constitute a novation of any of the Borrower’s indebtedness which was evidenced by the Existing Credit Agreement or any of the other Loan Documents.  All Loans made and Secured Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and Secured Obligations under (and shall be governed by the terms of) this Agreement. Without limiting the foregoing, upon the effectiveness hereof : (a) all Letters of Credit issued (or deemed issued) under the Existing Credit Agreement which remain outstanding on the Restatement Effective Date shall continue as Facility LCs under (and shall be governed by the terms of) this Agreement, (b) all Secured Obligations constituting Rate Management Obligations with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, (c) the Agent shall make such reallocations of each Lender’s “Outstanding Credit Exposure” under the Existing Credit Agreement as are necessary in order that each such Lender’s Outstanding Credit Exposure hereunder reflects such Lender’s Pro Rata Share of the outstanding Aggregate Outstanding Credit Exposure and (d) the Existing Revolving Loans of each Departing Lender shall be repaid in full (accompanied by any accrued and unpaid interest and fees thereon), each Departi ng 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

87

IN WITNESS WHEREOF, the Borrower, the Parent, the Lenders, the LC Issuers and the Agent have executed this Agreement as of the date first above written.

UNITED STATIONERS SUPPLY CO.,
as the Borrower

By: /s/ Brian S. Cooper

Name:  Brian S. Cooper

Title:  Senior Vice President and Treasurer

Notice Information:

One Parkway N. Blvd., Suite 100

Deerfield, Illinois 60015-2559

Attn: General Counsel

Telephone:  (847) 627-7000

Facsimile:  (847) 627-7087

With a copy to:

One Parkway N. Blvd., Suite 100

Deerfield, Illinois 60015-2559

Attn: Treasurer

Telephone:  (847) 627-2170

Facsimile:  (847) 627-7170

and

Facsimile:  (847) 572-2358

UNITED STATIONERS INC.,
as a Credit Party

By: /s/ Brian S. Cooper

Name:  Brian S. Cooper

Title:  Senior Vice President and Treasurer

Notice Information:

One Parkway N. Blvd., Suite 100

Deerfield, Illinois 60015-2559

Attn:  General Counsel

Telephone:  (847) 627-7000

Facsimile:  (847) 627-7087

With a copy to:

One Parkway N. Blvd., Suite 100

Deerfield, Illinois 60015-2559

Attn:  Treasurer

Telephone:  (847) 627-2170

Facsimile:  (847) 627-7170

and

Facsimile:  (847) 572-2358

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, individually, as an LC Issuer, and as Agent
By:/s/	Sabir A. Hashmy
Name:	Sabir A. Hashmy
Title:	Vice President
Notice Information:
10 S. Dearborn St.
Chicago, IL 60603
Attn:  Nathan Bloch
Telephone:  (312) 325-3094
Facsimile:  (312) 325-3077

PNC BANK, NATIONAL ASSOCIATION
By:/s/	W.J. Bowne
Name:	W. J. Bowne
Title:	Managing Director

U.S. BANK NATIONAL ASSOCIATION
By:/s/	Vincent R. Hencheck
Name:	Vincent R. Hencheck
Title:	Vice President

KEYBANK NATIONAL ASSOCIATION
By:/s/	Frank J. Jancar
Name:	Frank J. Jancar
Title:	Vice President

LASALLE BANK, NATIONAL ASSOCIATION
By:/s/	Zakia Davis
Name:	Zakia Davis
Title:	Vice President

COMERICA BANK, as Lender and as LC Issuer
By:/s/	Mark Leveille
Name:	Mark Leveille
Title:	AVP

FIFTH THIRD BANK (CHICAGO), A MICHIGAN BANKING CORPORATION
By:/s/	Kim Puszczewicz
Name:	Kim Puszczewicz
Title:	Vice President

NATIONAL CITY BANK
By:/s/	Stephanie Kline
Name:	Stephanie Kline
Title:	Vice President

UNION BANK OF CALIFORNIA, N.A.
By:/s/	Albert W. Kelley
Name:	Albert W. Kelley
Title:	Vice President

ASSOCIATED BANK, N.A.
By:/s/	Daniel Holzhauer
Name:	Daniel Holzhauer
Title:	Vice President

CAPITAL ONE, N.A.
By:/s/	Brandon Long
Name:	Brandon Long
Title:	Vice-President

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:/s/	Paul A. O’Mara
Name:	Paul A. O’Mara
Title:	Senior Vice President

CHARTER ONE BANK, N.A.
By:/s/	Mary Ann Klemm
Name:	Mary Ann Klemm
Title:	Vice President

THE NORTHERN TRUST COMPANY
By:/s/	Reid A. Acord
Name:	Reid A. Acord
Title:	Second Vice President

COMMITMENT SCHEDULE

LENDER	COMMITMENT
JPMorgan Chase Bank, National Association	$	42,000,000
PNC Bank, National Association	$	37,000,000
U.S. Bank National Association	$	37,000,000
KeyBank National Association	$	37,000,000
LaSalle Bank, National Association	$	37,000,000
Charter One Bank, N.A.	$	30,000,000
Comerica Bank	$	30,000,000
Fifth Third Bank (Chicago), A Michigan Banking Corporation	$	30,000,000
Union Bank of California, N.A.	$	30,000,000
Wells Fargo Bank, N.A.	$	30,000,000
Associated Bank, N.A.	$	24,000,000
National City Bank	$	24,000,000
The Northern Trust Company	$	24,000,000
Capital One, N.A.	$	13,000,000
TOTAL:	$	425,000,000

PRICING SCHEDULE

APPLICABLE MARGIN	LEVEL I STATUS		LEVEL II STATUS		LEVEL III STATUS		LEVEL IV STATUS		LEVEL V STATUS		LEVEL VI STATUS
Eurodollar Rate	0.50	%	0.625	%	0.75	%	0.875	%	1.00	%	1.25	%
Floating Rate	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%	0.00	%

APPLICABLE FEE RATE	LEVEL I STATUS		LEVEL II STATUS		LEVEL III STATUS		LEVEL IV STATUS		LEVEL V STATUS		LEVEL VI STATUS
Commitment Fee	0.100	%	0.125	%	0.150	%	0.175	%	0.200	%	0.250	%

The Applicable Margin and Applicable Fee Rate shall be determined based upon Level II (or such higher Status as shall be reflected on any interim Financials) until the delivery of the Financials for the fiscal period ending on September 30, 2007.

For the purposes of this Schedule, the following terms have the following meanings, subject to the final paragraph of this Schedule:

“Financials” means the annual or quarterly financial statements of the Parent delivered pursuant to Section 6.1.1 or 6.1.2, together with the compliance certificate delivered pursuant to Section 6.1.3 related thereto.

“Level I Status” exists at any date if, as of the last day of the fiscal quarter of the Parent referred to in the most recent Financials, the Leverage Ratio is less than or equal to 1.00 to 1.00.

“Level II Status” exists at any date if, as of the last day of the fiscal quarter of the Parent referred to in the most recent Financials, (i) the Parent has not qualified for Level I Status and (ii) the Leverage Ratio is less than or equal to 1.50 to 1.00.

“Level III Status” exists at any date if, as of the last day of the fiscal quarter of the Parent referred to in the most recent Financials, (i) the Parent has not qualified for Level I Status or Level II Status and (ii) the Leverage Ratio is less than or equal to 2.00 to 1.00.

“Level IV Status” exists at any date if, as of the last day of the fiscal quarter of the Parent referred to in the most recent Financials, (i) the Parent has not qualified for Level I Status, Level II Status or Level III Status and (ii) the Leverage Ratio is less than or equal to 2.50 to 1.00.

2

“Level V Status” exists at any date if, as of the last day of the fiscal quarter of the Parent referred to in the most recent Financials, (i) the Parent has not qualified for Level I Status, Level II Status, Level III Status or Level IV Status and (ii) the Leverage Ratio is less than or equal to 3.00 to 1.00.

“Level VI Status” exists at any date if the Parent has not qualified for Level I Status, Level II Status, Level III Status, Level IV Status or Level V Status.

“Status” means Level I Status, Level II Status, Level III Status, Level IV Status, Level V Status or Level VI Status.

The Applicable Margin and Applicable Fee Rate shall be determined in accordance with the foregoing table based on the Parent’s Status as reflected in the then most recent Financials. Adjustments, if any, to the Applicable Margin or Applicable Fee Rate shall be effective five (5) Business Days after the Agent has received the applicable Financials.  If the Borrower fails to deliver the Financials to the Agent at the time required pursuant to Section 6.1, then the Applicable Margin and Applicable Fee Rate shall be the highest Applicable Margin and Applicable Fee Rate set forth in the foregoing table until five (5) days after such Financials are so delivered.

3

SCHEDULE 5.8

SUBSIDIARIES OF UNITED STATIONERS INC.

Subsidiary	Jurisdiction of Organization	Owner	Percentage
United Stationers Supply Co.	Illinois	United Stationers Inc.	100%
Lagasse, Inc.	Louisiana	United Stationers Supply Co.	100%
United Stationers Financial Services LLC	Illinois	United Stationers Supply Co.	100%
United Stationers Technology Services LLC	Illinois	United Stationers Supply Co.	100%
United Stationers Hong Kong Limited	Hong Kong	United Stationers Supply Co.	100%
United Worldwide Limited	Hong Kong	United Stationers Supply Co.	100%
Azerty de Mexico, S.A. de C.V.	Mexico	United Stationers Supply Co.	100%
USS Receivables Company, Ltd.	Cayman Islands	United Stationers Financial Services LLC	100%(1)

(1)  100% of the economic interest in such company is owned by USFS; however, 30% of the stock of such company is owned by Andrew Stidd, such company’s independent director, as the nominee for USFS.

4

SCHEDULE 6.12

IDENTIFIED PROPERTY DISPOSITIONS

Owner	Property				Disposition
United Stationers Supply Co.	IL	Cook County	Corporate Office — 2200 E. Golf Road, Des Plaines, IL 60016	Targeted for Sale
United Stationers Supply Co.	FL	Duval County	5400 West 12th Street Jacksonville, FL 32254	Targeted for Sale
[**]	[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]	[**]
United Stationers Supply Co.	FL	Hillsborough County	3402 Queen Palm Drive Tampa, FL 33619	Targeted for Sale

5

SCHEDULE 6.13

INVESTMENTS

Part A:

1.	Investments by United Stationers Inc. in the capital stock of United Stationers Supply Co. as of the Closing Date.
2.	Investments as of the Closing Date by United Stationers Supply Co. in the capital stock of each of its Subsidiaries listed on Schedule 5.8 hereto.
3.	[**]
4.	Investment by United Stationers Supply Co. to Azerty de Mexico in the amount of $18,716,029 as of 5/31/07.

6

Part B:

All Payable to United Stationers Financial Services LLC

(in thousands)

Company Name	Date of Note	Original Balance	Current Balance
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
[**]	[**]	[**]	[**]
	Total	[**]	[**]

7

SCHEDULE 6.14

INDEBTEDNESS

Existing Indebtedness(2) as of the Closing Date (unless otherwise noted)

United Stationers Supply Co.:

1.Industrial Development Bond Loan in the amount of $6,800,000 as evidenced by (i) Loan Agreement dated December 1, 1986 between the City of Twinsburg, Ohio (“Ohio”) and United Stationers Supply Co.; (ii) Indenture of Trust dated December 1, 1986 between Ohio and Bank of New York (as successor in interest) (as supplemented); and (iii) Guaranty Agreement dated December 1, 1986 between United Stationers Supply Co. and Bank of New York (as successor in interest) (Twinsburg, Ohio).  Outstanding Principal Amount $6,800,000.< /font>

2.Intercompany Indebtedness of United Stationers Supply Co. to United Stationers Hong Kong Limited and United Worldwide Limited in the aggregate amount of $27,075 (as of 5/31/07).

3.Indebtedness consisting of reimbursement obligations of up to $3,000,000 at any one time outstanding for letters of credit issued pursuant to that certain Standing Agreement for Commercial Letters of Credit dated as of June 6, 2001 by and among United Stationers Supply Co., United Worldwide Ltd. and United Stationers Hong Kong Ltd., on the one hand, and The Bank of New York, on the other hand, including those letters of credit outstanding as of the Closing Date and more specifically described below in this schedule.

4.All Indebtedness corresponding to the lien search results shown in Schedule 6.15 to the extent the same constitute Capital Lease Obligations or purchase money Indebtedness.

5.[**]

Lagasse, Inc.:

1.All Indebtedness corresponding to the lien search results shown in Schedule 6.15 to the extent the same constitute Capital Lease Obligations or purchase money Indebtedness.

(2)  Note that intercompany indebtedness among the Borrower and the Guarantors is not reflected on this schedule.

8

OUTSTANDING LETTERS OF CREDIT

(As of 10/12/2005)

LC NO.	ISSUER	APPLICANT	ISSUE DATE	EXPIRY DATE	BENEFICIARY	OUTSTANDING BALANCE		BACKSTOP (B) OUTSTANDING (O) REPLACE (R)
1. 94020374	Bank of New York	United Stationers Supply Co./United Worldwide Limited/United Stationers Hong Kong	5/15/07	7/17/07	Catalina Industries Inc.	$	38,526.92	O
2. 581088-02	Comerica Bank	United Stationers Supply Co.	3/19/03	3/18/08 (Auto renewal)	Lumbermans Mutual Caualty Company	$	2,023,000.00
3. 581109-2	Comerica Bank	United Stationers Supply Co.	3/19/03	3/18/08 Auto Renewal	Sentry Insurance A Mutual Company	$	4,975,000.00
4. 00301404-00-000	PNC Bank	United Stationers Supply Co.	10/9/98	12/27/09	Bank of New York	$	6,960,000.00
5. 610626-06	Comerica Bank	United Stationers Supply Co.	5/31/05	3/21/08	The Travelers Indemnity Company	$	250,000.00
6. 624961-06	Comerica Bank	United Stationers Supply Co.	12/5/06	12/5/07(Auto Renewal)	The Travelers Indemnity Company	$	3,050,000.00

9

SCHEDULE 6.15

LIENS

1.             Liens existing on the owned real Property of the Borrower and the Guarantors as reflected in the title policies issued to the Agent in connection with the Collateral Documents.

2.             See attached UCC schedule.

Attachment to Schedule 6.15
Existing Liens by Debtor (Jurisdiction)

Secured Party	Initial Filing Date	Subsequent Filings	File Number	Description
LAGASSE, INC. (LOUISIANA)
BANK ONE, NA, AS AGENT	3/25/03	N/A	26-270575 (Jefferson Parish)	All Assets
RAYMOND LEASING CORPORATION	7/28/04	N/A	09-1034709 (Caddo Parish)	Equipment Lease
RAYMOND LEASING CORPORATION	7/28/04	N/A	09-1034715 (Caddo Parish)	Equipment Lease
RAYMOND LEASING CORPORATION	4/18/06	N/A	09-1057113 (Caddo Parish)	Equipment Lease
RAYMOND LEASING CORPORATION	6/01/06	N/A	09-1059498 (Caddo Parish)	Equipment Lease
RAYMOND LEASING CORPORATION	6/02/06	N/A	09-1059547 (Caddo Parish)	Equipment Lease
UNITED STATIONERS FINANCIAL SERVICES LLC (ILLINOIS)
JPMORGAN CHASE BANK, AS TRUSTEE	5/7/01		004381619	Related to USFS Receivables Sale Agreement dated as of 5/1/01
		3/24/03	001049666	Termination
		4/1/03	006789099	Correction Statement
		7/11/03	007277334	Assignment (to Bank One, NA (Main Office Chicago), as Trustee)
		9/10/04	008723495	Amendment (change secured party name to JPMorgan Chase Bank, as Trustee)
		12/19/05	008791005	Continuation
JPMORGAN CHASE BANK, AS TRUSTEE	5/7/01		004381620	Related to Amended and Restated Receivables Sale Agreement dated as of 5/1/01
		4/2/03	006793932	Assignment (to Bank One, NA (Main Office Chicago), as Trustee)
		6/12/03	007146329	Amendment (to restate collateral description)
		9/10/04	008723497	Amendment (to change secured party name to JPMorgan Chase Bank, as

11

Secured Party	Initial Filing Date	Subsequent Filings	File Number	Description
				Trustee)
		11/15/05	008786706	Amendment (to change debtor name to United Stationers Financial Services LLC)
		12/19/05	008791006	Continuation
JPMORGAN CHASE BANK (F/K/A THE CHASE MANHATTAN BANK), AS ADMINISTRATIVE AGENT	1/30/02		004693833	All assets
		3/24/03	001049631	Termination
		10/02/06	008836351	Continuation
BANK ONE, NA, AS AGENT	3/24/03	N/A	006738249	All assets
JPMORGAN CHASE BANK, AS TRUSTEE	4/2/03		006794386	Related to Amended and Restated Receivables Sale Agreement dated as of 3/28/03 and Second Amended and Restated Receivables Sale Agreement dated as of 3/28/03
		9/10/04	008723498	Amendment (to change secured party name to JPMorgan Chase Bank, as Trustee)
UNITED STATIONERS INC. (DELAWARE)
BANK ONE, NA, AS AGENT	3/25/03	N/A	30773633	All assets
UNITED STATIONERS SUPPLY CO. (ILLINOIS)
JPMORGAN CHASE BANK, AS TRUSTEE	5/7/01		004381620	Related to Amended and Restated Receivables Sale Agreement dated as of 5/1/01
		4/2/03	006793932	Assignment (to Bank One, NA (Main Office Chicago), as Trustee)
		6/12/03	007146329	Amendment (to restate collateral description)
		9/10/04	008723497	Amendment (to change secured party name to JPMorgan Chase Bank, as Trustee)
		11/15/05	008786706	Amendment (to change debtor name to United Stationers Financial Services LLC)
		12/19/05	008791006	Continuation
US BANCORP	10/16/02		005994535	Informational filing
IOS CAPITAL, LLC	12/16/02		006267718	Equipment lease

12

Secured Party	Initial Filing Date	Subsequent Filings	File Number	Description
BANK ONE, NA, AS AGENT	3/24/03		006738257	All assets
JP MORGAN CHASE BANK AS TRUSTEE	4/1/03		006788394	Related to Amended and Restated Receivables Sale Agreement dated as of 3/28/03 and Second Amended and Restated Receivables Sale Agreement dated as of 3/28/03
		9/10/04	008723499	Assignment (to Bank One, NA (Main Office Chicago), as Trustee)
		11/12/04	008732366	Amendment (to change secured party name to JPMorgan Chase Bank, NA, as Trustee)
THE CHASE MANHATTAN BANK, AS AGENT	4/3/03		006802613	All assets; in lieu filing relating to 1995 filings in MA, MO and PA
		4/9/03	001072250	Termination
IOS CAPITAL, LLC	5/1/03		006937055	Equipment lease
IOS CAPITAL	9/30/03		007625650	Equipment lease
IOS CAPITAL	12/11/03		007961049	Equipment lease
IOS CAPITAL	3/15/04		008386579	Equipment lease
IOS CAPITAL	1/28/05		009497293	Equipment lease
GREATAMERICA LEASING CORPORATION	3/11/05		009621172	Equipment lease
TOSHIBA AMERICA INFORMATION SYSTEMS, INC.	9/6/05		010155053	Equipment lease
US BANCORP	1/25/06		010597048	Informational/Equipment
WELLS FARGO FINANCIAL LEASING, INC.	2/15/06		010661358	Equipment
UNITED STATIONERS TECHNOLOGY SERVICES LLC (ILLINOIS)
JPMORGAN CHASE BANK (F/K/A THE CHASE MANHATTAN BANK), AS ADMINISTRATIVE AGENT	1/30/02		004693841	All assets
		10/02/06	008836352	Continuation
BANK ONE, NA, AS AGENT	3/24/03		006738265	All assets
FORSYTHE SOLUTIONS GROUP, INC.	1/5/06		010532604	Equipment

13

Secured Party	Initial Filing Date	Subsequent Filings	File Number	Description
		1/25/06	008797302	Amendment (Add new collateral)
		1/25/06	008797305	Amendment (Add new collateral)
		1/27/06	001574619	Termination
FORSYTHE/MCARTHUR ASSOCIATES, INC.	1/27/06		010602157	Equipment

14

EXHIBIT A

FORM OF CREDIT PARTIES’ COUNSEL’S OPINION

July     , 2007

To the Administrative Agent and the Lenders party to the
Credit Agreement referred to below

Ladies and Gentlemen:

We have acted as special counsel to (i) United Stationers Supply Co., an Illinois corporation (the “Borrower”), (ii) United Stationers Inc., a Delaware corporation (the “Parent”), (iii) United Stationers Financial Services LLC, an Illinois limited liability company (“Financial”), (iv) United Stationers Technology Services LLC, an Illinois limited liability company (“Technology”), and (v) Lagasse, Inc., a Louisiana corporation (“Lagasse” and, together with Financial and Technology, the “Subsidiary Guarantors”), in connection with the execution and delivery of the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (the “Credit Agreement”), among the Borrower, the Parent, the Lenders, PNC Bank, National Ass ociation and U.S. Bank National Association, as Syndication Agents, KeyBank National Association and LaSalle Bank, National Association, as Documentation Agents, and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”).  Capitalized terms used herein without definition have the meanings given to such terms in the Credit Agreement.  This opinion is being delivered to you pursuant to Section 4.1.6 of the Credit Agreement.

In rendering the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following:

(i)            the Credit Agreement;

(ii)           the Reaffirmation Agreement, dated as of July 5, 2007 (the “Reaffirmation”), executed by the Parent and the Subsidiary Guarantors in favor of the Administrative Agent; and

(iii)          Amendment No. 1, dated as of July 5, 2007 (the “Security Agreement Amendment”), among the Borrower, the Parent, the Subsidiary Guarantors and the Administrative Agent, to the Pledge and Security Agreement, dated as of March 21, 2003 (the “Security Agreement”), among the Borrower, the Parent, the Subsidiary Guarantors and the Administrative Agent.

The Borrower, Parent and the Subsidiary Guarantors are sometimes collectively referred to herein as the “Credit Parties”.  For purposes of this opinion, (i) “Illinois and Delaware Parties” means the Parent, the Borrower, Financial and Technology, (ii) “Illinois Parties” means the Borrower, Financial and Technology, (iii) “Delaware Party” means the Parent, (iv) “Amended Security Agreement” means the Security Agreement, as amended by the Security Agreement

15

Amendment, (v) “Credit Documents” means the Credit Agreement, the Reaffirmation and the Security Agreement Amendment and (vi) “Documents” means the Credit Agreement, the Reaffirmation and the Amended Security Agreement.  Certain capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.

In connection with this opinion, we have reviewed the Credit Documents.  Also in connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Credit Parties, certificates of public officials and such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

We have also examined such other documents, records and matters of law as we have deemed necessary for purposes of this opinion.

In rendering the opinions set forth herein, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies.  In addition, we have assumed that: (i) all parties to the Documents (other than the Illinois and Delaware Parties) are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization; (ii) all parties to the Documents (other than the Illinois and Delaware Parties) are duly qualified to engage in the activities contemplated by the Documents and each such party has the requisite organizational power and authority to execute, deliver and perform its respective obligations under the Documents; (iii) each of the Credit Documents has been duly authorized, executed and delivere d by each party thereto (other than the Illinois and Delaware Parties); (iv) each of the Credit Documents constitutes the valid and binding obligation of each party thereto (other than the Credit Parties), enforceable against each such other party in accordance with its terms; and (v) as to factual matters (but not legal conclusions), the representations and warranties of the Credit Parties in the Credit Documents are true and correct as of the date hereof.  Further, we have assumed that the Security Agreement has at all times prior to the execution and delivery of the Security Agreement Amendment constituted the legal, valid and binding obligation of each party thereto, enforceable against each such party in accordance with its terms.

Based upon the foregoing and subject to the further assumptions, qualifications and limitations hereinafter set forth, we are of the opinion that:

Based solely on our review of good standing certificates issued by the Secretary of State of Illinois, (i) each Illinois Party (other than the Borrower) is a limited liability company validly existing and in good standing under the laws of the State of Illinois and (ii) the Borrower is a corporation validly existing and in good standing under the laws of Illinois.

Based solely on our review of a good standing certificate issued by the Secretary of State of Delaware, the Delaware Party is a corporation validly existing and in good standing under the laws of the State of Delaware.

Each Illinois and Delaware Party has the requisite corporate or limited liability company, as the case may be, power to execute and deliver the Credit Documents to which it is a party and to perform its obligations under the Documents to which it is a party.  Each Credit Document to which any Illinois and Delaware Party is a party has been duly authorized by such Illinois and Delaware Party.

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Each Illinois and Delaware Party has duly executed and delivered each Credit Document to which it is a party.

Each Document to which any Credit Party is a party constitutes the legal, valid, and binding obligation of such Credit Party enforceable against such Credit Party in accordance with its terms.

1.             No authorization or approval or other action by, and no notice to or filing with, any U.S. Federal, Illinois state or New York state governmental authority under Applicable Law (as defined below) is required (a) for the due execution and delivery by any Credit Party of any Credit Document to which it is a party or for the performance of any Document to which any Credit Party is a party or (b) for the validity or enforceability of any Document against any Credit Party party thereto.  The execution and delivery by each Credit Party of the Credit Documents to which it is a party, the consummation of the transactions contemplated thereby, and the performance by each Credit Party of its obligations under each Document to which it is a party, (i) do not violate any Applicable Law or any provision of th e certificate of incorporation, certificate of formation, bylaws or operating agreement of such Credit Party and (ii) do not constitute a breach of or default under any agreement or instrument listed on Schedule I hereto.  “Applicable Law” means (A) the Delaware General Corporation Law as in effect on the date hereof, (B) the Illinois Business Corporation Act, (C) the Illinois Limited Liability Company Act and (D) those U.S. federal, Illinois and New York laws, rules and regulations that, in our experience, would normally be applicable to transactions of the type contemplated by the Documents, without our having made any special investigation as to the applicability of any specific law, rule or regulation, and in any event excludes laws of the type specified in paragraph J(v) below.

2.             Assuming the Borrower does not apply the proceeds of the Loans for the purpose, whether immediate, incidental or ultimate, of buying or carrying “margin stock” (as defined in 12 C.F.R. §221.2), other than shares of the capital stock of the Parent which are either retired or held by the Parent as treasury shares, the making of the Loans as provided in the Credit Agreement will not violate the provisions of Regulation U or X of the Board of Governors of the Federal Reserve System.

3.             No Credit Party is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

The opinions expressed herein are subject to the following qualifications and assumptions:

(a)Our opinions are subject to (i) the effect of bankruptcy, insolvency, reorganization, moratorium, conservatorship, receivership or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors and (ii) the effect of general principles of equity (including without limitation concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought.

(b)Certain remedial provisions may be unenforceable in whole or in part, but the inclusion of such provisions does not, in our opinion, render the Documents invalid as a whole and there exist, in the Documents or pursuant to applicable law,

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adequate remedies for the practical realization of the principal benefits afforded by the Documents (except for the economic consequences of procedural or other delay).

(c)We have assumed that no party to the Documents has expressly or by implication waived, subordinated or agreed to any modification of any interest created under the Documents.

(d)We express no opinion as to the enforceability of the indemnification provisions of the Documents insofar as said provisions contravene public policy or might require indemnification or payments to any Person with respect to any litigation determined adversely to such Person, or any loss, cost or expense arising out of the gross negligence or willful misconduct of such Person or any violation by such Person of statutory duties, general principles of equity or public policy.

(e)We express no opinion as to the enforceability under certain circumstances of provisions indemnifying a party against liability or requiring contribution from a party for liability, where such indemnification or contribution is contrary to public policy.

(f)We express no opinion as to the effect of the law of any jurisdiction other than the State of New York wherein the enforcement of the Documents may be sought that limits the rates of interest legally chargeable or collectible.

(g)We express no opinion as to any provision of the Documents:  (i) authorizing or permitting any party to make determinations in its sole discretion; (ii) restricting access to legal or equitable remedies; (iii) purporting to appoint any person as the attorney-in-fact of any other person; (iv) providing that the Documents may only be amended, modified or waived in writing; (v) stating that all rights or remedies of any party are cumulative and may be enforced in addition to any other right or remedy and that the election of a particular remedy does not preclude recourse to any or more remedies; or (vi) purporting to provide for severability of the provisions thereof.

(h)Provisions of the Documents that permit any party thereto to take actions or make determinations may be subject to a requirement that such actions be taken or such determinations be made on a reasonable basis and in good faith.

(i)We express no opinion as to the enforceability, under certain circumstances, of provisions imposing penalties or forfeitures, late payment charges or an increase in interest rate upon delinquency in payment or the occurrence of a default.

(j)We express no opinion as to:

(1)the existence of any Person’s ownership rights in or title to any property;

(2)the validity, perfection, enforceability or priority of any Lien on any property;

(3)any agreement by any Credit Party to waive jury trial, submit to jurisdiction or appoint an agent for acceptance of service of process;

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(4)any provision of any Document purporting to waive any objection to the laying of venue or any claim that an action or proceeding has been brought in an inconvenient forum;

(5)compliance with, or any governmental or regulatory filing, approval, authorization, license, consent or notice, registration or filing required by or under, any (1) U.S. Federal or state environmental law, (2) U.S. Federal or state antitrust law, (3) U.S. Federal or state taxation law, (4) U.S. Federal or state worker health or safety, zoning or permitting or land use matter, (5) U.S. Federal or state patent, trademark or copyright statute, rule or regulation, (6) statutory or other requirement relating to the disposition of hazardous waste or environmental prot ection, (7) U.S. Federal or state receivership or conservatorship law, (8) securities registration or antifraud provisions under any U.S. Federal or state securities law, (9) U.S. Federal or state labor or employment law, (10) U.S. Federal or state employee benefits or pension law or (11) insurance law;

(6)any provision of any Document which authorizes or permits any purchaser of a participation interest from any party to set off or apply any deposit or property or any indebtedness with respect to any participation interest;

(vii)any provision of any Document (1) restricting access to legal or equitable remedies, (2) purporting to establish evidentiary standards, (3) purporting to appoint any Person as the attorney-in-fact of any other Person, (4) which provides that the Documents may only be amended, modified or waived in writing or (5) stating that all rights or remedies of any party are cumulative and may be enforced in addition to any other right or remedy and that the election of a particular remedy does not preclude recourse to one or more remedies; or

(viii)the existence of any violation of, or default under, any financial ratio or test that may be contained in any agreement or instrument.

(k)We note that the enforceability of the Documents may be limited or rendered ineffective if the Administrative Agent or any Lender fails to act in good faith and in a commercially reasonable manner in seeking to exercise its rights and remedies thereunder.  Without limiting the generality of the foregoing, we note that a court might hold that a technical and nonmaterial default under the Documents does not give rise to a right of the Administrative Agent or any Lender to exercise certain remedies including, without limitation, acceleration.

(l)No opinion is rendered herein as to the effect of any law to which any Credit Party may be subject as a result of the legal or regulatory status of the Administrative Agent or any Lender or the involvement by such Persons in the transactions contemplated by the Documents.

(m)We express no opinion as to whether a court sitting in any jurisdiction other than the State of New York will honor the choice of New York law to govern the Documents that specify that New York law is the governing law with respect thereto.  With respect to the choice of law provisions in the Documents that specify that New York law is to apply, we draw to your attention that the

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enforceability of such provisions (i) may be limited by public policy considerations of any jurisdiction, other than the State of New York, in which enforcement of such provisions, or of a judgment upon an agreement containing such provisions, is sought, (ii) may be limited by the power of a United States District Court sitting in New York or a court of the State of New York to decline to hear an action based on the Documents on the ground that New York is an inconvenient forum and (iii) does not apply to the extent provided in subsection two of Section 1-105 of the Uniform Commercial Code.  We express no opinion as to whether a United States federal court would have subject matter jurisdiction over any action arising out of the Documents.

We call to your attention that we have not generally represented the Credit Parties in their business activities and are not familiar with the nature and extent of such activities, and that our engagement has been limited to specific matters as to which we have been consulted by the Credit Parties in connection with the Documents.  Accordingly, we are not generally familiar with any Credit Party’s legal affairs or the regulatory regimes to which any such Credit Party or any of its affiliates is subject.

Members of our firm are members of the State Bars of Illinois and New York.  This opinion is limited to Applicable Law and we express no opinion herein as to any other law.

This opinion is furnished to you solely in connection with the transactions contemplated herein and may not be relied upon by anyone other than you without our express written consent.     Notwithstanding the foregoing, your permitted assignees under the Credit Agreement may rely on this opinion as if it were addressed to them.  This opinion speaks solely as of the date hereof and is based solely upon factual matters in existence on the date hereof and on laws and regulations in effect on the date hereof and we do not undertake any obligation to update this opinion in the event of changes in such factual matters or laws or regulations or additional legislation.

Very truly yours,

MAYER, BROWN, ROWE & MAW LLP

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Schedule I

1.Second Amended and Restated Receivables Sale Agreement, dated as of March 28, 2003, among the Borrower, as seller, Financial, as purchaser, and Financial, as servicer.

2.Amended and Restated USFS Receivables Sale Agreement, dated as of March 28, 2003, among Financial, as seller, USS Receivables Company, Ltd. (“USSR”), as purchaser, and Financial as servicer.

3.Second Amended and Restated Servicing Agreement, dated as of March 28, 2003, among USSR, Financial, as servicer, the Borrower, as support provider, and Bank One, NA, as trustee.

4.Second Amended and Restated Pooling Agreement, dated as of March 28, 2003, among USSR, Financial, as servicer, and Bank One, NA, as trustee.

5.Series 2003-1 Supplement, dated as of March 28, 2003, to the Second Amended and Restated Pooling Agreement, dated as of March 28, 2003, by and among USSR, Financial, as servicer, Bank One, NA, as funding agent, Falcon Asset Securitization Corporation, as initial purchaser, the other parties from time to time thereto, and Bank One, NA, as trustee.

6.Second Amended and Restated Series 2000-2 Supplement, dated as of March 28, 2003, to the Second Amended and Restated Pooling Agreement, dated as of March 28, 2003, by and among USSR, Financial, as servicer, Market Street Funding Corporation, as committed purchaser, PNC Bank, National Association, as administrator, and Bank One, NA, as trustee.

7.Series 2004-1 Supplement, dated as of March 26, 2004 to the Second Amended and Restated Pooling Agreement, dated as of March 28, 2003 by and among Fifth Third Bank (Chicago) and JPMorgan Chase Bank, N.A.

8.Omnibus Amendment, dated as of March 24, 2006, by and among the Borrower, USSR, Financial, Falcon Asset Securitization Corporation, PNC Bank, National Association, Market Street Funding Corporation, JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A., as trustee

9.Omnibus Amendment, dated as of March 25, 2005, by and among the Borrower, USSR, Financial, Falcon Asset Securitization Corporation, PNC Bank, National Association, Market Street Funding Corporation, JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A., as trustee.

10.Omnibus Amendment, dated as of March 26, 2004, by and among the Borrower, USSR, Financial, Falcon Asset Securitization Corporation, PNC Bank, National Association, Market Street Funding Corporation, Bank One, NA (Main Office Chicago) and JPMorgan Chase Bank, N.A., as trustee.

PHELPS DUNBAR LLP

COUNSELORS AT LAW

New Orleans, LA		Jackson, MS
	CANAL PLACE
Baton Rouge, LA	365 CANAL STREET · SUITE 2000	Tupelo, MS
	NEW ORLEANS, LOUISIANA 70130-6534
Houston, TX	(504) 566-1311	Gulfport, MS
	FAX: (504) 568-9130
		Tampa, FL

www.phelpsdunbar.com

July 5, 2007

JPMorgan Chase Bank, N.A.

As Agent for the Lenders Hereinafter Named

1 Bank One Plaza

Chicago, Illinois 60670

AND

Each of the Lenders Named in the

Credit Agreement referred to below

Re:  Lagasse, Inc.

Ladies and Gentlemen:

We have acted as special Louisiana counsel to Lagasse, Inc., a Louisiana corporation (“Lagasse”), in connection with the transactions contemplated by that certain Second Amended and Restated Five-Year Credit Agreement dated as of July 5, 2007 (the “Credit Agreement”), among United Stationers Supply Co., an Illinois corporation (“Supply”), United Stationers Inc., a Delaware corporation (the “Parent”), the lenders named therein (the “Lenders”) and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Agent”), which amends, supersedes and restates in its entirety that certain Amended and Restated Five-Year Revolving Credit Agreement dated as of October 12, 2005 by and among Supply, the Parent, the Lenders and the Agent, and also in connection with that certain Amendment No. 1 dated as of July 5, 2007 (the “ ;Security Agreement Amendment”), to that certain Pledge and Security Agreement (the “Security Agreement”) dated as of March 21, 2003, by and among Lagasse, Parent, Financial, Technology and Agent, and that certain Reaffirmation (the “Reaffirmation”) dated as of July 5, 2007, by and among Lagasse, the Parent, Supply, United Stationers Financial Services LLC (“Financial”) and United Stationers Technology Services LLC (“Technology”), pertaining to (i) that certain Guaranty (“Guaranty”) dated as of March 21, 2003, by and among Lagasse, the Parent, Financial, Technology, and together with any additional Domestic Subsidiaries (as defined in the Credit Agreement) party thereto in favor of Agent and (ii) the Security Agreement.

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In connection with this opinion, we have examined such corporate documents and records of Lagasse and certificates of public officials as we have deemed necessary or appropriate for the purposes of this opinion.  In addition, we have examined an executed counterpart of the Reaffirmation and the Security Agreement Amendment (hereinafter sometimes referred to as the “Lagasse Documents”).

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, and the conformity to authentic originals of all documents submitted to us as copies.  As to various questions of fact material to our opinion, we have relied upon representations and recitals made in the Lagasse Documents and upon certificates of public officials and of officers of Lagasse.

In rendering the opinions expressed below, we have assumed, with respect to all of the documents referred to in this opinion letter, that (except, to the extent set forth in the opinions expressed below, as to Lagasse):

(i)such documents have been duly authorized by, have been duly executed and delivered by, and constitute legal, valid, binding and enforceable obligations of, all of the parties to such documents;

(ii)all signatories to such documents have been duly authorized; and

(iii)all of the parties to such documents are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents, and the consummation of the transactions contemplated thereby does not violate the corporate or other charter documents or bylaws of, or any corporate or banking laws pertinent to, or agreements or court orders or judgments binding upon the parties thereto.

For the purpose of this opinion, we further assume:

(iv)That no consent or approval of or filing with any Louisiana governmental authority, applicable to Lagasse specifically (as opposed to applicable normally to similarly situated general business corporations which are not engaged in regulated business activities), or any federal and non-Louisiana governmental authority, are necessary for the execution, delivery and performance by Lagasse of the Lagasse Documents; and

(vi)That there are no documents or agreements between or among Lagasse, Parent, Supply, the Agent or the Lenders or any other Holders of Secured Obligations (as defined in the Credit Agreement), or any two or more of said parties, which alter the provisions of the Lagasse Documents (or the Guaranty or the

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Security Agreement) and which would have an effect on the opinions expressed in this opinion letter.

Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth below, we are of the opinion that:

1.Lagasse is a corporation validly existing and in good standing under the laws of the State of Louisiana.

2.Lagasse has the corporate power and authority to enter into and perform its obligations under the Lagasse Documents.

3.Lagasse’s execution, delivery and performance of its obligations under the Lagasse Documents have been duly authorized by all necessary corporate action on the part of Lagasse.

4.Each Lagasse Document has been duly executed and delivered by Lagasse.

5.No consent or approval of or filing with any Louisiana governmental authority is required on the part of Lagasse for the execution and delivery by Lagasse of the Lagasse Documents.

6.Lagasse’s execution, delivery and performance of the Lagasse Documents does not and will not (a) violate any provision of the Articles of Incorporation of Lagasse, or (b) violate applicable provisions of Louisiana statutory law or regulation.

The opinions expressed above are further subject to the specific exceptions and qualifications enumerated below:

(A)The opinions expressed above are subject to the effect of bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally, and by general principles of equity (whether enforcement is considered in a proceeding in equity or law), including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing which among other effects may limit the availability of certain remedies, such as self-help, injunctive relief and specific performance. In particular, we express no opinion as to the possible applicability o f provisions of the bankruptcy, insolvency and similar laws of the United States and the State of Louisiana pertaining to fraudulent conveyances.

(B)We express no opinion as to the grant, perfection or effect of perfection or non-perfection, or priority of a security interest in any Collateral (as defined in the Credit Agreement).

(C)We have not examined or verified, and we express no opinion as to, the existence or condition of, or the status of title to, any properties, rights or interests.

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(D)We express no opinion as to the enforceability of the Lagasse Documents, and our opinion expressed in paragraph 6(b) above should not be so construed.

(E)We express no opinion regarding whether Lagasse has made any filings (other than as stated in Opinion Paragraph 1 above) or obtained or maintained any permits or other approvals required by or necessary for the operation of its business, including the operation of the Collateral, or whether Lagasse or the Collateral is in compliance with or in violation of any federal or state environmental, zoning, safety or other laws or regulations.

(F)We express no opinion as to the application or effect of any state or federal environmental or intellectual property laws.

The foregoing opinion is limited to the laws of the State of Louisiana.  We express no opinion as to matters governed by federal laws or the laws of any other state or any foreign jurisdiction or any matters of municipal law.  Furthermore, no opinion is expressed herein as to the effect of any future acts of the parties or changes in existing law.  We undertake no responsibility to advise you of any changes after the date hereof in the law or the facts presently in effect that would alter the scope or substance of the opinion herein expressed.  This letter expresses our legal opinion as to the foregoing matters based on our professional judgment at this time; it is not, however, to be construed as a guaranty, nor is it a warranty that a court considering such matters would not rule in a manner contrary to the opinion set forth above.

The opinions expressed herein are rendered as of the date hereof. The opinions expressed herein are rendered solely for your benefit and the benefit of your successors and assigns in connection with the transactions described herein.  Those opinions may not be used or relied upon by any other person, nor may this letter or any copies hereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without our prior written consent, except that copies may be furnished to your independent auditors, legal counsel and bank regulatory authorities and pursuant to an order or legal process of any relevant governmental authority.

Very truly yours,

PHELPS DUNBAR, L.L.P.

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July 5, 2007

To the Administrative Agent and the Lenders party to the
Credit Agreement referred to below

Ladies and Gentlemen:

I am the General Counsel of United Stationers Inc. (“United”), the ultimate parent company of each of United Stationers Supply Co., an Illinois corporation (“USSCo”), United Stationers Financial Services LLC, an Illinois limited liability company (“USFS”), and United Stationers Technology Services LLC, an Illinois limited liability company (“USTS”; and together with USFS and USSCo, each a “Loan Party” and collectively, the (“Loan Parties”), and have reviewed the documents prepared in connection with the authorization, execution and delivery of, and the consummation of the transactions contemplated by, the Second Amended and Restated Five-Year Revolving Credit Agreement dated as of July 5, 2007 (the “Credit Agreement”),  among USSCo, as borrower, United, the lenders na med therein (collectively, the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Capitalized terms defined in the Credit Agreement and used (but not otherwise defined) herein are used herein as so defined.  This opinion is delivered to you pursuant to Section 4.1.6 of the Credit Agreement.

In so acting, I and/or members of my staff have examined original or copies, certified or otherwise identified to our satisfaction, of the following documents:

(i)the Credit Agreement;

(ii)Amendment No. 1 to the Security Agreement (the “Amendment”);

(iii)the Security Agreement as amended by the Amendment (the “Amended Security Agreement”)

(iv)the Reaffirmation (together with items (i) and (ii), the “Loan Documents”)); and

(v)such corporate and limited liability company records, as the case may be, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers, managers and representatives of the Loan Parties as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

We have also made such inquiries of such officers and representatives of the Loan Parties as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures (other than those of the Loan Parties), the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents.  As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers, managers and

26

representatives of the Loan Parties and upon the representations and warranties of the Loan Parties contained in the Loan Documents.

Based on the foregoing, and subject to the qualifications stated herein, I am of the opinion that:

1.USSCo has all requisite corporate power and authority to own, lease, encumber and operate its properties and to carry on its business as now being conducted.  Each of USFS and USTS has all requisite limited liability company power and authority to own, lease, encumber and operate its properties and to carry on its business as now being conducted.

2.The execution and delivery of the Loan Documents by each Loan Party party thereto, the consummation of the transactions contemplated thereby and by the Amended Security Agreement by such Loan Party and compliance by each Loan Party which is a party thereto with the provisions thereof pertaining to such Loan Party, will not conflict with, constitute a default under or violate any judgment, writ, injunction, decree, order or ruling of any court or governmental authority binding on such entity of which I am, or any member of my staff is, aware.

3.To my knowledge, or the knowledge of my staff, after inquiry of the responsible officers and managers of the Loan Parties, there is no litigation, proceeding or governmental investigation pending or overtly threatened against any of the Loan Parties or any of their respective properties that relates to any of the transactions contemplated by the Loan Documents or by the Amended Security Agreement.

The opinions expressed herein are limited to the laws of the State of Illinois and I express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

The opinions expressed herein are rendered solely for your benefit and the benefit of your successors and assignees, in connection with the transactions described above.  These opinions may not be relied upon by any other person, nor may this letter or any copies thereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without my prior written consent, except that copies of this opinion may be furnished to your independent auditors, legal counsel and appropriate regulatory authorities and pursuant to an order or legal process of any relevant governmental authority.

Very truly yours,

Eric A. Blanchard

Senior Vice President, General Counsel and Secretary

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EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

To:The Lenders parties to the
Credit Agreement described below

This Compliance Certificate is furnished pursuant to that certain Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as the same may be amended, modified, renewed or extended from time to time, the “Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as Lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”) for the Lenders.  Unless otherwise defined herein, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES, IN HIS/HER CAPACITY AS AN OFFICER OF THE BORROWER AND NOT INDIVIDUALLY, THAT:

1.  I am the duly elected                      of the Borrower;

2.  I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements;

3.  The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Default or Unmatured Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below;

4.  Schedule I attached hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct in all material respects.

Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event:

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this        day of                     ,           .

UNITED STATIONERS SUPPLY CO.
By:
	Name:
	Title:

SCHEDULE I TO COMPLIANCE CERTIFICATE

Compliance as of                   ,          (the “Compliance Date”) with
Provisions of Section 6.20, 6.21, 6.22 and certain other Sections of
the Agreement

I.FINANCIAL COVENANTS

A.MAXIMUM LEVERAGE RATIO (Section 6.20)

(1)Consolidated Funded Indebtedness

(a)	Consolidated Indebtedness for borrowed money		$
(b)	Undrawn amount of all standby Letters of Credit(3)	+	$
(c)	Principal component of all Capitalized Lease Obligations	+	$
(d)	Off-Balance Sheet Liabilities	+	$
(e)	Disqualified Stock	+	$
(f)	Sum of (a) through (e), inclusive		$

(2)Consolidated EBITDA

(a)	Consolidated Net Income		$
(b)	Consolidated Interest Expense	+	$
(c)	Taxes	+	$
(d)	Depreciation	+	$
(e)	Amortization	+	$
(f)	Losses attributable to equity in Affiliates	+	$
(g)	Non-cash charges related to employee compensation	+	$

(3)  Exclude (i) up to $10,000,000 of Letters of Credit supporting worker’s compensation obligations and (ii) all Letters of Credit supporting indebtedness identified in clauses (a) through (e), inclusive.

(h)	Extraordinary non-cash or nonrecurring non-cash charges or losses	+	$
(i)	Extraordinary non-cash or nonrecurring non-cash gains	–	$
(j)	Consolidated EBITDA	=	$

(3)		Leverage Ratio (Ratio of (1) to (2))	to 1.00
(4)		State whether the Leverage Ratio exceeded 3.25 to 1.00	Yes/No
B.	MINIMUM CONSOLIDATED NET WORTH (Section 6.21).
	(1)	State whether Consolidated Net Worth (as defined) was less than $550,000,000, minus amounts expended by the Parent on or after July 1, 2007 in connection with permitted stock repurchases and redemptions of capital stock, plus fifty percent (50%) of the sum of Consolidated Net Income (if positive) calculated separately for each fiscal quarter commencing with the fiscal quarter ending on June 30, 2007 plus 50% of Net Cash Proceeds (as defined) resulting from issuances of the Parent’s or any Subsidiary’s capital stock at any time from and after the Restatement Effective Date	Yes/No
C.	CAPITAL EXPENDITURES (Section 6.22).
	(1)	State whether or not the Parent or any Subsidiary has expended, for Capital Expenditures in the acquisition of fixed assets in any fiscal year in the aggregate for the Parent and its Subsidiaries, in excess of $75,000,000, plus any amount permitted to be expended in the immediately preceding fiscal year (pursuant to the absolute dollar limitation for such preceding fiscal year and not pursuant to any carryover provision from a prior fiscal year) but not expended	Yes/No
II.	OTHER MISCELLANEOUS PROVISIONS
A.	RESTRICTED PAYMENTS (Section 6.10)
	(1)	Maximum amount of permitted redemptions and repurchases of the capital stock of the Parent and warrants or options therefor and distributions on the Parent’s capital stock at any time the Leverage Ratio, calculated on a pro forma basis as of the last day of the fiscal quarter ending on or immediately prior to any date of determination for which

financial statemetns have been delivered, shall be equal to or greater than 2.75 to 1.00:

(a)	Greater of (a) $50,000,000 and (b) an amount equal to (x) $50,000,000 plus (y) 50% of Consolidated Net Income in each fiscal quarter beginning with the fiscal quarter ending June 30, 2007		$
(b)	Net cash proceeds received by the Parent or the Borrower from the exercise of stock options issued to directors, officer and employees from and after the Restatement Effective Date	+	$
(c)	Maximum amount of permitted redemptions and repurchases:		$

(2) Aggregate amount paid in respect of redemptions and repurchases of and distributions on the capital stock of the Parent or warrants or options therefor

(a)	Aggregate amount of all redemptions or repurchases and distirbutions prior to this period		$
(b)	Aggregate amount of all redemptions or repurchases and distirbutions made during this period	+	$
(c)	Aggregate amount of all redemptions and repurchases and distirbutions made on or after the Restatement Effective Date:		$

	(3)	State whether clause 2(c) exceeds clause 1(c)	Yes/No
B.	ASSET SALES (Section 6.12)
	(1)	State whether any asset sales (other than asset sales permitted pursuant to Sections 6.12.1 through 6.12.9, inclusive) have occurred.	Yes/No
	(2)	If yes, attach as a schedule hereto the details of such asset sales and calculation of compliance with Section 6.12.10.
C.	INDEBTEDNESS (Section 6.14)
	(1)	Aggregate outstanding principal amount of Indebtedness in respect of Receivables Purchase Facilities [Maximum: $350,000,000]	$

	(2)	Aggregate outstanding principal amount of Indebtedness incurred in connection with purchase money security interests and Capital Leases [Maximum: $25,000,000]	$
	(3)	Aggregate outstanding principal amount of unsecured, subordinated Indebtedness incurred pursuant to Section 6.14.11	$
	(4)	Aggregate outstanding principal amount of Indebtedness incurred pursuant to Section 6.14.12 [Maximum: $200,000,000]	$
	(5)	Aggregate outstanding principal amount of Indebtedness incurred pursuant to Section 6.14.13 [Maximum: $40,000,000]	$
D.	LIENS (Section 6.15)
	(1)	Aggregate outstanding principal amount of Indebtedness secured by Liens permitted under Section 6.15.24 [Maximum: $15,000,000]	$
	(2)	Aggregate outstanding principal amount of Indebtedness secured by Liens permitted under Section 6.15.25 [Maximum: $200,000,000]	$
E.	CREDIT PARTIES (Section 6.23)
	Domestic Subsidiaries and Material Foreign Subsidiaries(4)
	(1)	Set forth below is a list of all Domestic Subsidiaries (other than the Borrower and SPVs) and all Material Foreign Subsidiaries of the Parent and each Subsidiary.  Also set forth below is an indication of whether such Subsidiaries are parties to the Collateral Documents.

Name of Domestic Subsidiaries and Jurisdiction of Formation	Signatory to Guaranty (Yes/No)
United Stationers Financial Services LLC (Illinois)	Yes
United Stationers Technology Services LLC (Illinois)	Yes
Lagasse, Inc. (Louisiana)	Yes

(4)  Borrower to update and confirm.

Name of Material Foreign Subsidiaries and Jurisdiction of
Formation Capital Stock
Pledged (Yes/No)

F. FOREIGN SUBSIDIARY INVESTMENTS (Section 6.24)

(a)	Aggregate outstanding principal amount of all Indebtedness of any Foreign Subsidiary to a Credit Party incurred on or after the Restatement Effective Date	+	$
(b)	Aggregate outstanding Investments by any Credit Party in all Foreign Subsidiaries made on or after the Restatement Effective Date	+	$
(c)	Aggregate value of assets transferred by any Credit Party to all Foreign Subsidiaries on or after the Restatement Effective Date	+	$
(d)	Total Foreign Subsidiary Investments in Foreign Subsidiaries (sum of (a) through (c) inclusive)		$
(e)	State whether the amount in clause (d) is greater than $40,000,000		Yes/No

EXHIBIT C

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below, the interest in and to all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations under the respective facilities identified below (including, without limitation, any letters of credit, guaranties and swingline loans included in such facilities and, to the extent permitted to be assigned under applicable law, all claims (including w ithout limitation contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity), suits, causes of action and any other right of the Assignor against any Person whether known or unknown arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby) (the “Assigned Interest”).  Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:		[and is an Affiliate/Approved
		Fund of [identify Lender](5)
3.	Borrower:	United Stationers Supply Co.
4.	Agent:	JPMorgan Chase Bank, N.A.	as the Administrative Agent under the Credit Agreement
5.	Credit Agreement:      The Second Amended and Restated Five-Year Revolving Credit

(5)   Select as applicable.

		Agreement dated as of July 5, 2007, among the Borrower, United Stationers Inc., as a credit party, the financial institutions party thereto as Lenders, and the Agent.
6.	Assigned Interest:

Facility Assigned	Aggregate Amount of Commitment/Loans for all Lenders*	Amount of Commitment/Loans Assigned*	Percentage Assigned of Commitment/Loans(6)
Revolving Loan Facility	$	$		%
	$	$		%
	$	$		%

7. Trade Date: (7)

Effective Date:                          , 20     [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER BY THE AGENT.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

	ASSIGNOR [NAME OF ASSIGNOR]
	By:
		Title:
	ASSIGNEE [NAME OF ASSIGNEE]
	By:
		Title:
[Consented to and](8) Accepted:
JPMORGAN CHASE BANK, N.A., as Agent
By:
Title:
[Consented to:](9)

*Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

(6) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

(7) Insert if satisfaction of minimum amounts is to be determined as of the Trade Date.

(8) To be added only if the consent of the Agent is required by the terms of the Credit Agreement.

(9) To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

[UNITED STATIONERS SUPPLY CO.]

By:

Title:

ANNEX 1
TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1.  Representations and Warranties.

1.1  Assignor.  The Assignor represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby.  Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency, perfection, priority, collectibility, or value of the Loan Documents or any collateral thereunder, (iii) the financial con dition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document, (v) inspecting any of the property, books or records of the Borrower, or any guarantor, or (vi) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans or the Loan Documents.

1.2.  Assignee.  The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iii) agrees that its payment instructions and notice instructions are as set forth in Schedule 1 to this Assignment and Assumption, (iv) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are “plan assets” as defined under ERISA and that its rights, benefits an d interests in and under the Loan Documents will not be “plan assets” under ERISA, (v) agrees to indemnify and hold the Assignor harmless against all losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee’s non-performance of the obligations assumed under this Assignment and Assumption, (vi) it has received a copy of  the Credit Agreement, together with copies of financial statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender, and (vii) attached as Schedule 1 to this Assignment and Assumption is any documentation required to be delivered by the Assignee with respect to its tax status pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action

under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2.  Payments.  The Assignee shall pay the Assignor, on the Effective Date, the amount agreed to by the Assignor and the Assignee.  From and after the Effective Date, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3.  General Provisions.  This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the internal law of the State of New York.

SCHEDULE 1

ADMINISTRATIVE QUESTIONNAIRE

(Schedule to be supplied by Closing Unit or Trading Documentation Unit)

US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS

(Schedule to be supplied by Closing Unit or Trading Documentation Unit)

EXHIBIT D

FORM OF PROMISSORY NOTE

             , 20      

UNITED STATIONERS SUPPLY CO., an Illinois corporation (the “Borrower”), promises to pay to the order of                                                                          or its registered assigns (the “Lender”) the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to Article II of the Agreement (as hereinafter defined), in immediately available funds at the main office of JPMorgan Chase Bank, N.A. in Chicago, Illinois, as Administrative Agent (the “Agen t”), together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement.  The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Facility Termination Date and shall make such mandatory payments as are required to be made under the terms of Article II of the Agreement.

The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder.

This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5. 2007 (which, as it may be amended or modified and in effect from time to time, is herein called the “Agreement”), among the Borrower, United Stationers Inc., as a credit party, the lenders party thereto, including the Lender, and the Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated.  This Note is secured pursuant to the Collateral Documents and guaranteed pursuant to the Guaranty, all as more specifically described in the Agreement, and reference is made thereto for a statement of the terms and provisions thereof.  Capitalized t erms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement.

This Note shall be governed by, and construed in accordance with, the internal law of the State of New York.

UNITED STATIONERS SUPPLY CO.

By:

Name:

Title:

SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
TO
NOTE OF UNITED STATIONERS SUPPLY CO.,
DATED [DATE], 20

Date Principal
Amount of
Loan Maturity
of Interest
Period Principal
Amount
Paid Unpaid
Balance

EXHIBIT E

FORM OF DESIGNATION AGREEMENT

Dated                         , 20  

Reference is made to the Second Amended and Restated Five-Year Revolving Credit Agreement, dated as of July 5, 2007 (as amended or otherwise modified from time to time, the “Credit Agreement”), among United Stationers Supply Co. (the “Borrower”), United Stationers Inc., as a credit party, the financial institutions from time to time party thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”).  Terms defined in the Credit Agreement are used herein as therein defined.

                        (the “Designating Lender”),                          (the “Designated Lender”), and the Borrower agree as follows:

1.The Designating Lender hereby designates the Designated Lender, and the Designated Lender hereby accepts such designation, as its Designated Lender under the Credit Agreement.

2.The Designating Lender makes no representations or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto.

3.The Designated Lender (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Article V and Article VI thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Designation Agreement; (ii) agrees that it will, independently and without reliance upon the Agent, the Designating Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action it may be permitted to take under the Credit Agreement; (iii) conf irms that it is an Eligible Designee; (iv) appoints and authorizes the Designating Lender as its administrative agent and attorney-in-fact and grants the Designating Lender an irrevocable power of attorney to receive payments made for the benefit of the Designated Lender under the Credit Agreement and to deliver and receive all communications and notices under the Credit Agreement, if any, that Designated Lender is obligated to deliver or has the right to receive thereunder; (v) acknowledges that it is subject to and bound by the confidentiality provisions of the Credit Agreement (except as permitted under Section 12.4 thereof); and (vi) acknowledges that the Designating Lender retains the sole right and responsibility to vote under the Credit Agreement, including, without limitation, the right to approve any amendment, modification or waiver of any provision of the Credit Agreement, and agrees that the Designated Lender shall be bound by all such votes, approvals, amendments, modi fications and waivers and all other agreements of the Designating Lender pursuant to or in connection with the Credit Agreement.

4.Following the execution of this Designation Agreement by the Designating Lender, the Designated Lender and the Borrower, it will be delivered to the Agent for acceptance and recording by the Agent.  The effective date of this Designation Agreement shall be the date of acceptance thereof by the Agent, unless otherwise specified on the signature page hereto (the “Effective Date”).

5.Upon such acceptance and recording by the Agent, as of the Effective Date (a) the Designated Lender shall have the right to make Loans as a Lender pursuant to Article II of the Credit Agreement and the rights of a Lender related thereto and (b) the making of any such Loans by the Designated Lender shall satisfy the obligations of the Designating Lender under the Credit Agreement to the same extent, and as if, such Loans were made by the Designating Lender.

6.Each party to this Designation Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender.  This Secti on 6 of the Designation Agreement shall survive the termination of this Designation Agreement and termination of the Credit Agreement.

7.This Designation Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

IN WITNESS WHEREOF, the parties have caused this Designation Agreement to be executed by their respective officers hereunto duly authorized, as of the date first above written.

Effective Date(10):

	[NAME OF DESIGNATING LENDER]
	By:
	Name:
	Title:
	[NAME OF DESIGNATED LENDER]
	By:
	Name:
	Title:
	UNITED STATIONERS SUPPLY CO.
	By:
	Name:
	Title:
Accepted and Approved this
day of                 ,
JPMORGAN CHASE BANK, N.A., as Agent
By:
Name:
Title:

(10)   This date should be no earlier than the date of acceptance by the Agent.

EXHIBIT F

LIST OF CLOSING DOCUMENTS

Attached

$425,000,000

UNITED STATIONERS SUPPLY CO.
SECOND AMENDED AND RESTATED
FIVE-YEAR REVOLVING CREDIT AGREEMENT

July 5, 2007

LIST OF CLOSING DOCUMENTS(1)

A.            LOAN DOCUMENTS

1.Second Amended and Restated Five-Year Revolving Credit Agreement (the “Credit Agreement”) by and among United Stationers Supply Co., an Illinois corporation (the “Borrower”), United Stationers Inc., a Delaware corporation, as a credit party (the “Parent”), the institutions from time to time parties thereto as Lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for itself and the other Lenders (the “Administrative Agent”), evidencing a $425,000,000 revolving credit facility.

SCHEDULES

Commitment Schedule Pricing Schedule

Schedule 5.8	—	Subsidiaries
Schedule 6.12	—	Identified Property Dispositions
Schedule 6.13	—	Investments
Schedule 6.14	—	Indebtedness
Schedule 6.15	—	Liens

EXHIBITS

Exhibit A	—	Form of Credit Parties’ Counsel’s Opinion
Exhibit B	—	Form of Compliance Certificate
Exhibit C	—	Form of Assignment and Assumption Agreement
Exhibit D	—	Form of Promissory Note (if requested)
Exhibit E	—	Form of Designation Agreement
Exhibit F	—	List of Closing Documents

(1)   Each capitalized term used herein and not defined herein shall have the meaning assigned to such term in the above-defined Credit Agreement.  Items appearing in bold and italics shall be prepared and/or provided by the Borrower and/or Borrower’s counsel.

2.Amendment No. 1 dated as of July 5, 2007 to that certain Pledge and Security Agreement dated as of March 21, 2003.

3.Notes, if requested, executed by the Borrower in favor of each Lender requesting a Note (each such Lender a “Requesting Lender”) in the aggregate principal amount of such Requesting Lenders’ Commitments under the Credit Agreement.

4.Reaffirmation executed by the Parent and each Domestic Subsidiary identified in Appendix A hereto (the Parent, each such Subsidiary and the Borrower herein being the “Credit Parties”).

B.            CORPORATE DOCUMENTS

5.Certificate of the Secretary or an Assistant Secretary of each Credit Party certifying (i) that there have been no changes in the Articles or Certificate of Incorporation, Certificate of Formation or other charter document of such Credit Party, as attached thereto and as certified as of a recent date by the secretary of state (or the equivalent thereof) of its jurisdiction of organization, if applicable, since the date of the certification thereof by such secretary of state (or equivalent thereof), if applicable, (ii) the By-Laws, Operating Agreement, or other applicable organizational document, as attached thereto, of such Credit Party as in effect on the date of such certification, (iii) resolutions of the Board of Directors., Board of Managers, or other governing body of such Credit Party authorizing the execution, delivery and performance of each Loan Document to which it is a party, and (iv) the names and true signatures of the incumbent officers of such Credit Party authorized to sign the Loan Documents to which it is a party, and, in the case of the Borrower, authorized to request borrowings under the Credit Agreement.

6.Good Standing Certificates (or the equivalent thereof) for each Credit Party from its respective jurisdiction of organization and those other jurisdictions identified in Appendix A hereto.

C.            OPINIONS

7.Opinions of counsel to the Borrower and certain of its Subsidiaries:

(a)Mayer Brown Rowe & Maw LLP

(b)Eric A. Blanchard, Senior Vice President, General Counsel and Secretary of the Parent; and

(c)Phelps Dunbar LLP.

D.            CLOSING CERTIFICATES AND MISCELLANEOUS

8.Initial Compliance Certificate dated as of the Closing Date reflecting calculations as of March 31, 2007.

9.Financial Condition Certificate delivered by an officer of the Borrower, with appropriate supporting information attached.

10.A Certificate signed by the Chief Financial Officer of the Borrower certifying that as of the Closing Date (i) no Default or Unmatured Default has occurred and is continuing, (ii) all of the representations and warranties in Article V of the Credit Agreement are true and correct as of the Closing Date, and (iii) except as disclosed in the Identified Disclosure Documents, no material adverse change in the business, Property, condition (fina ncial or otherwise), operations or results of operations, performance or prospects of the Parent and its Subsidiaries taken as a whole, or the Borrower and its Subsidiaries taken as a whole, has occurred since December 31, 2006.

11.List of written disclosure memoranda (other than filings made with the Securities and Exchange Commission) delivered to the Agent and the Lenders that constitute Identified Disclosure Documents.

12.ABS Consent

APPENDIX A

Credit Parties: Good Standing Jurisdictions(1)

Name of Debtor; Address; EIN; Organizational ID Number	Good Standing Jurisdictions
United Stationers Supply Co. 2200 East Golf Road Des Plaines, IL 60016 EIN: 36-2431718 Org ID: 1648-748-1	Illinois Minnesota
United Stationers Inc. 2200 East Golf Road Des Plaines, IL 60016 EIN: 36-3141189 Org ID: 0920601	Delaware
Lagasse, Inc. EIN: 72-0514669 Org ID: 24408350D	Louisiana Minnesota
United Stationers Financial Services LLC EIN: 00543071 Org ID: 36-4428313	Illinois
United Stationers Technology Services LLC EIN: 0056-416-8 Org ID: 52-2323076	Illinois

(1)   Borrower to confirm accuracy.

EX-10.35

Exhibit 10.35

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE COMMISSION.  THE OMITTED PORTIONS ARE INDICATED BY [**].

EXECUTION COPY

TRANSFER AND ADMINISTRATION AGREEMENT

by and among

UNITED STATIONERS RECEIVABLES, LLC,

UNITED STATIONERS SUPPLY CO.,

as Originator,

UNITED STATIONERS FINANCIAL SERVICES LLC,

as Seller and Servicer,

ENTERPRISE FUNDING COMPANY LLC,

as a Conduit Investor,

MARKET STREET FUNDING LLC,

as a Conduit Investor,

BANK OF AMERICA, NATIONAL ASSOCIATION,

as Agent, as a Class Agent and as an Alternate Investor,

PNC BANK, NATIONAL ASSOCIATION,

as a Class Agent and as an Alternate Investor,

and

THE OTHER ALTERNATE INVESTORS

FROM TIME TO TIME PARTIES HERETO

Table of Contents

					Page
Article I			Definitions		1
Section 1.1				Certain Defined Terms	1
Section 1.2				Other Terms	21
Section 1.3				Computation of Time Periods; Calculations	21
Article II			Purchases and Settlements		22
Section 2.1				Transfer of Affected Assets; Intended Characterization	22
Section 2.2				Purchase Price	23
Section 2.3				Investment Procedures	23
Section 2.4				IS SPECIFIED IN SCHEDULE I, WHICH IS INCORPORATED HEREIN BY REFERENCE	26
Section 2.5				Yield, Fees and Other Costs and Expenses	26
Section 2.6				Deemed Collections	26
Section 2.7				Reductions in Net Investment; Payments and Computations, Etc.	27
Section 2.8				Reports	27
Section 2.9				Collection Account	28
Section 2.10				Sharing of Payments, Etc.	28
Section 2.11				Right of Setoff	29
Article III		Additional Alternate Investor Provisions			29
Section 3.1				Assignment to Alternate Investors	29
Section 3.2				Downgrade of Alternate Investor	31
Section 3.3				Non-Renewing Alternate Investors	33
Section 3.4				New Alternate Investors and Liquidity Banks	34
Article IV		Representations and Warranties			34
Section 4.1				Representations and Warranties of the Originator, the SPV, the Seller and the Servicer	34
Section 4.2				Additional Representations and Warranties of the Servicer	41
Article V	Conditions Precedent				41
Section 5.1				Conditions Precedent to Closing	41
Section 5.2				Conditions Precedent to All Investments and Reinvestments	45
Article VI	Covenants				46
Section 6.1				Affirmative Covenants of the SPV and Servicer	46
Section 6.2				Negative Covenants of the SPV and Servicer	51
Section 6.3				IS SPECIFIED IN SCHEDULE 6.3, WHICH IS INCORPORATED HEREIN BY REFERENCE	53
Article VII	Administration and Collections				53
Section 7.1				Appointment of Servicer	53
Section 7.2				Duties of Servicer.	55

i

Section 7.3		Blocked Account Arrangements	56
Section 7.4		Enforcement Rights After Designation of New Servicer	56
Section 7.5		Servicer Default	57
Section 7.6		Servicing Fee	58
Section 7.7		Protection of Ownership Interest of the Investors	58
Article VIII	Termination Events		59
Section 8.1		Termination Events	59
Section 8.2		Termination	62
Article IX	Indemnification; Expenses; Related Matters		62
Section 9.1		Indemnities by the SPV and the Servicer	62
Section 9.2		Indemnity for Taxes, Reserves and Expenses	65
Section 9.3		Taxes	67
Section 9.4		Other Costs and Expenses; Breakage Costs	67
Section 9.5		[Reserved]	68
Section 9.6		Indemnities by the Servicer	68
Section 9.7		Accounting Based Consolidation Event	68
Article X	The Agent		69
Section 10.1		Appointment and Authorization of Agent	69
Section 10.2		Delegation of Duties	69
Section 10.3		Liability of Agent	69
Section 10.4		Reliance by Agent	70
Section 10.5		Notice of Termination Event, Potential Termination Event or Servicer Default	70
Section 10.6		Credit Decision; Disclosure of Information by the Agent	71
Section 10.7		Indemnification of the Agent	71
Section 10.8		Agent in Individual Capacity	72
Section 10.9		Resignation of Agent	72
Section 10.10		Payments by the Agent	72
Section 10.11		Appointment and Authorization of Class Agents	73
Section 10.12		Delegation of Duties	73
Section 10.13		Reliance by Class Agents	73
Section 10.14		Notice of Termination Event, Potential Termination Event or Servicer Default	74
Section 10.15		Credit Decision; Disclosure of Information by the Class Agents	74
Section 10.16		Indemnification of the Class Agent	75
Section 10.17		Class Agent in Individual Capacity	75
Section 10.18		Resignation of Class Agent	76
Section 10.19		Liability of Agent and the Class Agents	76
Article XI	Miscellaneous		76
Section 11.1		Term of Agreement.	76
Section 11.2		Waivers; Amendments	77
Section 11.3		Notices; Payment Information	77

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Section 11.4	Governing Law; Submission to Jurisdiction; Appointment of Service Agent	78
Section 11.5	Integration	79
Section 11.6	Severability of Provisions	79
Section 11.7	Counterparts; Facsimile Delivery	79
Section 11.8	Successors and Assigns; Binding Effect	79
Section 11.9	Waiver of Confidentiality	82
Section 11.10	Confidentiality Agreement	82
Section 11.11	No Bankruptcy Petition Against the Conduit Investors	83
Section 11.12	No Recourse Against Conduit Investors	83

Schedules

Schedule I	Yield and Rate Periods
Schedule II	Specified Ineligible Receivables
Schedule III	Settlement Procedures
Schedule 4.1(g)	List of Actions and Suits
Schedule 4.1(i)	Location of Certain Offices and Records
Schedule 4.1(j)	List of Subsidiaries, Divisions and Tradenames; FEIN
Schedule 4.1(r)	List of Blocked Account Banks and Blocked Accounts
Schedule 4.1(bb)	Disclosure Representations and Covenants
Schedule 6.3	Financial Covenants
Schedule 11.3	Address and Payment Information

Exhibits

Exhibit A	Form of Assignment and Assumption Agreement
Exhibit B	[Reserved]
Exhibit C	Credit and Collection Policies and Practices
Exhibit D	Form of Investment Request
Exhibit E	Form of Blocked Account Agreement
Exhibit F	Form of Servicer Report
Exhibit G	Form of SPV Secretary’s Certificate
Exhibit H	Forms of Originator/Servicer/Seller Secretary’s Certificate
Exhibit I	Form of Opinion of Counsel for the SPV, Originator, Seller and Servicer
Exhibit J	Scope of Agreed Upon Procedures
Exhibit K	Form of Compliance Certificate

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TRANSFER AND ADMINISTRATION AGREEMENT

This TRANSFER AND ADMINISTRATION AGREEMENT (as amended, modified, supplemented, restated or replaced, this “Agreement”), dated as of March 3, 2009, by and among United Stationers Receivables, LLC, an Illinois limited liability company (the “SPV”), United Stationers Supply Co., an Illinois corporation (the “Originator”), United Stationers Financial Services LLC, an Illinois limited liability company (the “Seller”) and as Servicer, Enterprise Funding Company LLC, a Delaware limited liability company (“Enterprise Funding”), as a Conduit Investor, Market Street Funding LLC, a Delaware limited liability compa ny (“Market Street”, each of Enterprise Funding and Market Street a “Conduit Investor” and, collectively, the “Conduit Investors”), Bank of America, National Association, a national banking association (“Bank of America”), as Agent, as a Class Agent and as an Alternate Investor, PNC Bank, National Association (“PNC Bank”), as a Class Agent and as an Alternate Investor, and the financial institutions from time to time parties hereto as Alternate Investors.

Article I

Definitions

Section 1.1Certain Defined Terms.

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

Accounting Based Consolidation Event: Solely to the extent such entity is not consolidated with such Indemnified Party on or prior to the date hereof, the consolidation, for financial and/or regulatory accounting purposes, of all or any portion of the assets and liabilities of any Conduit Investor that is the subject of this Agreement or any other Transaction Document with all or any portion of the assets and liabilities of the Agent or any Alternate Investor in such Conduit Investor’s Class or any of their Affiliates as the result of the occurrence of any change after the date hereof in accounting standards or the issuance of any pronouncement, interpretation or release, by any accounting body or any other governmental body charged with the promulgation or administration of accounting standards, including the Financial Accounting Standards B oard, the International Accounting Standards Board, the American Institute of Certified Public Accountants, the Federal Reserve Board of Governors and the Securities and Exchange Commission.

Additional Costs:  As defined in Section 9.2(d).

Adverse Claim:  Except for Permitted Liens, any lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person’s assets or properties in favor of any other Person.

Advertising Receivable: Any Receivable which arises from the Originator’s business of selling catalogs and related advertising materials to its customers, which Receivables are indicated as “advertising” on the Originator’s receivables aging books and records.

Affected Assets:  Collectively, (i) the Receivables, (ii) the Related Security, (iii) all rights and remedies of the SPV under the Second Tier Agreement, together with all financing statements

filed by the SPV against the Originator and the Seller in connection therewith, (iv) all Blocked Accounts and all funds and investments therein and all Blocked Account Agreements, and (v) all proceeds of the foregoing.

Affiliate:  As to any Person, any other Person which, directly or indirectly, owns, is in control of, is controlled by, or is under common control with, such Person, in each case whether beneficially, or as a trustee, guardian or other fiduciary.  A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the other Person, whether through the ownership of voting securities or membership interests, by contract, or otherwise.

Agent:  Bank of America, in its capacity as agent for the Investors, and any successor thereto appointed pursuant to Article X.

Agent-Related Persons:  The Agent, or any Class Agent, as the case may be, together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and their respective Affiliates.

Aggregate Unpaids:  At any time, an amount equal to the sum of (i) the aggregate unpaid Yield accrued and to accrue to maturity with respect to all Rate Periods at such time, (ii) the Net Investment at such time and (iii) all other amounts owed (whether or not then due and payable) hereunder and under the other Transaction Documents by the SPV, the Seller and the Originator to the Agent, the Class Agents, the Investors or the Indemnified Parties at such time.

Agreement:  As defined in the Preamble.

Alternate Investor Percentage:  At any time with respect to any Alternate Investor, the percentage equivalent of a  fraction the numerator of which is equal to the Commitment of such Alternate Investor on such day and the denominator of which is equal to the related Class Facility Limit on such day.

Alternate Investors:  With respect to (a) the Enterprise Funding Class, Bank of America and each other financial institution identified as a member of the Enterprise Funding Class on the signature pages hereof and any other financial institution that shall become a party to this Agreement pursuant to Section 11.8 and who are identified as a being a member of the Enterprise Funding Class, (b) the Market Street Class, PNC Bank and each other financial institution identified as a member of the Market Street Class on the signature pages hereof and any other financial institution that shall become a party to this Agreement pursuant to Section 11.8 and who are identified as a being a member of the Market Street Class and (c) any other Class, each financial institution identified as a member of such Class on the signature pages hereof and any other financial institution that shall become a party to this Agreement pursuant to Section 11.8 and who are identified as a being a member of such Class.

Alternate Rate:  As defined in Section 2.4.

Asset Interest:  As defined in Section 2.1(b).

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Assignment Amount:  With respect to an Alternate Investor at the time of any assignment pursuant to Section 3.1, an amount equal to the least of (i) such Alternate Investor’s Alternate Investor Percentage of the portion of the related Class Net Investment requested by the related Conduit Investor to be assigned at such time; (ii) such Alternate Investor’s unused Commitment (minus the unrecovered principal amount of such Alternate Investor’s investments in the Asset Interest pursuant to the Program Support Agreement to which it is a party); and (iii) in the case of an assignment on or after the Conduit Investment Termination Date, such Alternate Investor’s Alternate Investor Percentage of the Investor Percentage of the related Conduit Investor of the sum of (A) the aggregate Unpaid Balance of the Receivables (other than Defaulted Receivables), plus (B) all Collections received by the Servicer but not yet remitted by the Servicer to the Agent, plus (C) any amounts in respect of Deemed Collections required to be paid by the SPV at such time.

Assignment and Assumption Agreement:  An Assignment and Assumption Agreement substantially in the form of Exhibit A.

Assignment Date:  As defined in Section 3.1(a).

Bank of America:  As defined in the Preamble.

Bankruptcy Code:  The Bankruptcy Reform Act of 1978, 11 U.S.C.  §§ 101 et seq.

Base Rate:  As defined in Section 2.4.

Blocked Account:  Any account maintained by the SPV at a Blocked Account Bank into which Collections are received or deposited, as set forth in Schedule 4.1(s), or any account added as a Blocked Account pursuant to and in accordance with Section 4.1(s) and which, if not maintained at and in the name of the Agent, is subject to a Blocked Account Agreement.

Blocked Account Agreement:  An agreement among the SPV, the Agent and a Blocked Account Bank in substantially the form of Exhibit E or in form and substance reasonably satisfactory to the Agent.

Blocked Account Bank:  Each of the banks set forth in Schedule 4.1(s), as such Schedule 4.1(s) may be modified pursuant to Section 4.1(s).

Business Day:  Any day excluding Saturday, Sunday and any day on which banks in New York, New York and Charlotte, North Carolina, are authorized or required by law to close, and, when used with respect to the determination of any Offshore Rate or any notice with respect thereto, any such day which is also a day for trading by and between banks in United States dollar deposits in the London interbank market.

Capitalized Lease:  Of a Person, means any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.

Charged-off Receivable:  Any Receivable that is, or should have been, charged-off in accordance with the Credit and Collection Policy.

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Class: Each group of Investors consisting of the related Class Agent, one or more related Conduit Investors and the related Alternate Investors, and their respective successors and permitted assigns.  Initially, there are 2 classes, the Enterprise Funding Class and the Market Street Class.

Class Agent:  With respect to (i) the Enterprise Funding Class, Bank of America and its successors and permitted assigns and (ii) the Market Street Class, PNC Bank and its successors and permitted assigns, and (iii) any other Class, the Person specified in any supplement to this Agreement as the class agent for such Class and such Person’s successors and permitted assigns.

Class Facility Limit:  With respect to the Enterprise Funding Class, $102,000,000, (ii) with respect to the Market Street Class, $51,000,000 and (iii) with respect to any other Class, the amount specified in any supplement to this Agreement as the Class Facility Limit for such Class; provided, however, that the Class Facility Limit with respect to any Class shall not at any time exceed the aggregate Commitments for the related Alternate Investors.

Class Maximum Net Investment:  At any time for any Class, an amount equal to the related Class Facility Limit divided by 1.02.

Class Net Investment:  At any time with respect to any Class, the excess, if any of (a) the sum, without duplication, of (i) the cash amounts paid by the related Class Agent on behalf of the Investors in the related Class to the SPV pursuant to Sections 2.2 and 2.3 and (ii) the amount of any funding under a Program Support Agreement related to such Class that is allocated to the Interest Component related to such Class at the time of such funding over (b) the aggregate amount of Collections theretofore received and applied by such Class Agent to reduce the related Class Net Investment pursuant to Section 2.12; provided that the Class Net Investment of a Class shall be restored and reinstated in the amount of any Collections so received and appl ied if at any time the distribution of such Collections is rescinded or must otherwise be returned for any reason; provided further, that the Class Net Investment of a Class shall be increased by the amount described in Section 3.1(b) as described therein.

Class Pro Rata Share: With respect to any Class on any date, the percentage equivalent of a fraction, the numerator of which is the related Class Facility Limit as of such date and the denominator of which is the Facility Limit as of such date.

Class Termination Date:  For any Class, unless the related Class Agent elects otherwise, the date of termination of the commitment of any Program Support Provider under a Program Support Agreement with respect to such Class, it being understood that as of the Closing Date, the commitment termination dates for the Liquidity Agreements for each Class are the Commitment Termination Date.

Closing Date:  March 3, 2009.

Code:  The Internal Revenue Code of 1986, as amended.

Collateral Agent:  Bank of America, as collateral agent for any Program Support Provider, the holders of Commercial Paper and certain other parties.

Collection Account:  As defined in Section 2.9.

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Collections:  With respect to any Receivable, all cash collections and other cash proceeds of such Receivable, including (i) all scheduled interest and principal payments, and any applicable late fees, in any such case, received and collected on such Receivable, (ii) all proceeds received by virtue of the liquidation of such Receivable, net of necessary and reasonable expenses incurred in connection with such liquidation, (iii) all proceeds received (net of any such proceeds which are required by law to be paid to the applicable Obligor) under any damage, casualty or other insurance policy with respect to such Receivable, (iv) all cash proceeds of the Related Security related to or otherwise attributable to such Receivable, (v) any repurchase payment received with respect to such Receivable pursuant to any applicable recou rse obligation of the Servicer, the Seller or the Originator under this Agreement or any other Transaction Document and (vi) all Deemed Collections received with respect to such Receivable.

Commercial Paper:  The promissory notes issued or to be issued by any Conduit Investor (or its related commercial paper issuer if any Conduit Investor does not itself issue commercial paper) in the commercial paper market.

Commitment:  With respect to each Alternate Investor, as the context requires, (i) the commitment of such Alternate Investor to make Investments and to pay Assignment Amounts in accordance herewith in an amount not to exceed the amount described in the following clause (ii), and (ii) the dollar amount set forth opposite such Alternate Investor’s signature on the signature pages hereof under the heading “Commitment” (or in the case of an Alternate Investor which becomes a party hereto pursuant to an Assignment and Assumption Agreement, as set forth in such Assignment and Assumption Agreement), minus the dollar amount of any Commitment or portion thereof assigned by such Alternate Investor pursuant to an Assignment and Assumption Agreement, plus the dollar amount of any increase to such Alterna te Investor’s Commitment consented to by such Alternate Investor prior to the time of determination; provided, however, that, except as otherwise provided in Section 3.3(b), in the event that the Facility Limit is reduced, the Commitment of each Alternate Investor shall be reduced by a pro rata amount of such reduction.

Commitment Termination Date:  November 23, 2009, or such later date to which the Commitment Termination Date may be extended by the SPV, the Agent, the Class Agents and some or all of the Alternate Investors (in their sole discretion).

Concentration Factor:  On any day, the product of (a) 5 and (b) the percentage set forth in the definition of Concentration Limit for Non-Investment Grade Obligors.

Concentration Limit:  The aggregate amount of Receivables with respect to a single Obligor and such Obligor’s Subsidiaries and Affiliates that constitute more than 4.05% of the aggregate amount of Eligible Receivables; provided, however, that individual Obligor concentration limits may exceed 4.05%, subject to specific Obligor ratings as set forth below:

S&P / Moody’s	Concentration Limits
AA-/Aa3 or better	10.0	%
A/A2 or better	10.0	%
BBB+/Baa1 or better	9.0	%
BBB-/Baa3 or better	6.75	%
Non-Investment Grade Obligors	4.05	%

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provided, further, that (i) if any Obligor is rated by both Moody’s and S&P, the rating for determining the applicable Concentration Limit will be the lower of the two ratings and (ii) if any Obligor is not rated by either S&P or Moody’s, the applicable Concentration Limit shall be the Concentration Limit applicable to Non-Investment Grade Obligors.

Conduit Assignee:  With respect to any Class, any special purpose entity that finances its activities directly or indirectly through asset backed commercial paper and is administered by the Class Agent for such Class and designated by such Class Agent from time to time to accept an assignment from the related Conduit Investor of all or a portion of the portion of the related Class Net Investment funded by such Conduit Investor.

Conduit Investment Termination Date:  With respect to any Conduit Investor, the date of the delivery by such Conduit Investor to the SPV of written notice that such Conduit Investor elects, in its sole discretion, to commence the amortization of the related Class Net Investment funded by it or otherwise liquidate its interest in the Asset Interest.

Conduit Investors:  Enterprise Funding, Market Street, any other special purpose entity that finances its activities directly or indirectly through asset backed commercial paper that becomes a party to this Agreement  in accordance with the terms hereof and any Conduit Assignee of any of the foregoing.

Contract:  In relation to any Receivable, any and all contracts, instruments, agreements, leases, invoices, notes, or other writings pursuant to which such Receivable arises or which evidence such Receivable or under which an Obligor becomes or is obligated to make payment in respect of such Receivable.

Contractual Dilution:  With respect to any Receivable and any Obligor, the portion of the Unpaid Balance of such Receivable that is subject to reduction as a result of any rebate, discount or other reduction pursuant to any provision of the related Contract or otherwise pursuant to any program of the Originator or the Seller that is in effect on or before the date such Receivable is acquired by the SPV, regardless of whether the Originator, the Seller, the SPV or the Servicer has accrued or established a reserve therefor.  For the avoidance of doubt, (i) any reference in this Agreement or any other Transaction Document to the amount of any Contractual Dilution shall be to the greater of the reduction that may apply to such Receivable and the accrual or reserve established by the Originator, the Seller, the Servicer or the SPV, as applica ble, in respect of any such reduction and (ii) Contractual Dilutions do not include any reduction in the Unpaid Balance of any Receivable to the extent such reduction is a Dilution.

CP Rate:  As defined in Section 2.4.

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Credit and Collection Policy:  The Originator’s credit and collection policy or policies and practices, relating to Contracts and Receivables as in effect on the Closing Date and set forth in Exhibit C, as modified, from time to time, in compliance with Sections 6.1(a)(vii) and 6.2(c).

Days Sales Outstanding:  For any Monthly Period means the number of calendar days equal to the product of (a) 91 and (b) the amount obtained by dividing (i) the aggregate Unpaid Balance of Receivables as of the last day of the immediately preceding Monthly Period by (ii) the aggregate amount of sales by the Originator giving rise to Receivables during the three (3) consecutive Monthly Periods immediately preceding such monthly Report Date.

Deemed Collections:  Any Collections on any Receivable deemed to have been received pursuant to Sections 2.6.

Default Rate:  On any day, a rate per annum equal to the Base Rate plus 2.00%.

Default Ratio:  For any Monthly Period, the ratio (expressed as a percentage) computed as of the related Month End Date next preceding the first day of such Monthly Period by dividing (i) the sum of (a) the aggregate Unpaid Balance of all Receivables which are 61-90 days past due as of such Month End Date and (b) the aggregate Unpaid Balance of all Receivables which became Charged-off Receivables during such Monthly Period, by (ii) the aggregate amount of sales by Originator giving rise to Receivables for the 3rd preceding month.

Defaulted Receivable:  Without double counting for any Charged-off Receivable, a Receivable (i) as to which any payment, or part thereof, remains unpaid for more than 60 days from the original due date for such Receivable; (ii) as to which an Event of Bankruptcy has occurred and is continuing with respect to the Obligor thereof; (iii) which has been identified by the SPV, the Originator or the Servicer as uncollectible; or (iv) which, consistent with the Credit and Collection Policy, should be written off as uncollectible; provided, however, a Receivable that is a Charged-off Receivable shall not be a Defaulted Receivable.

Defaulting Alternate Investor:  As defined in Section 2.3(f).

Delinquency Ratio:  For any Monthly Period, the ratio (expressed as a percentage) computed as of the related Month End Date next preceding the first day of such Monthly Period by dividing (i) the aggregate Unpaid Balance of all Delinquent Receivables and Disputed Receivables at such time, by (ii) the aggregate Unpaid Balance of all Receivables at such time.

Delinquent Receivable:  A Receivable:  (i) as to which any payment, or part thereof, remains unpaid for more than sixty (60) days from the original due date for such Receivable and (ii) which is not a Disputed Receivable.

Dilution:  With respect to any Receivable on any date, an amount equal to the sum, without duplication, of the aggregate reduction effected on such day in the Unpaid Balance of such Receivable attributable to any non-cash items including credits, rebates, billing errors, sales or similar taxes, cash discounts, volume discounts, allowances, disputes (it being understood that a Receivable is “subject to dispute” only if and to the extent that, in the reasonable good faith judgment of the Originator (which shall be exercised in the ordinary course of business) the Obligor’s obligation in respect of such Receivable is reduced on account of any performance

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failure on the part of the Originator), set-offs, counterclaims, chargebacks, returned or repossessed goods, sales and marketing discounts, warranties, any unapplied credit memos and other adjustments that are made in respect of Obligors; provided, that Contractual Dilutions, Charged-off Receivables, Disputed Receivables, Advertising Receivables and other write-offs related to an Obligor’s bad credit shall not constitute Dilutions.

Dilution Horizon Ratio:  For any Monthly Period, the ratio (expressed as a percentage) computed as of the related Month End Date immediately preceding the first day of such Monthly Period by dividing (a) the aggregate amount of sales by Originator giving rise to Receivables for the most recent 2 months, by (ii) the aggregate Unpaid Balance of all Eligible Receivables as of such Month End Date.

Dilution Ratio:  For any Monthly Period, the ratio (expressed as a percentage) computed as of the Month End Date immediately preceding the first day of such Monthly Period by dividing (a) the aggregate Dilutions incurred during the month ended on such Month End Date by (b) the aggregate amount of sales by the  Originator giving rise to Receivables in the month that occurs prior to the month ended on such Month End Date.

Dilution Reserve Ratio:  For any Monthly Period, the sum of (a) the product of (i) the Stress Factor and (ii) the Expected Dilution Ratio and (b) the product of (i) the excess, if any, of the Dilution Spike over the Expected Dilution Ratio, (ii) the Dilution Spike divided by the Expected Dilution Ratio multiplied by (c) the Dilution Horizon Ratio, in each case, for such Monthly Period.

Dilution Spike:  For any Monthly Period, the highest one-month Dilution Ratio for the twelve months ending on the Month End Date next preceding the first day of such Monthly Period.

Disputed Receivable:  A Receivable (other than a Delinquent Receivable, a Defaulted Receivable or a Receivable subject to a Contractual Dilution), as to which, in the reasonable good faith judgment of the Originator, the Seller or the Servicer (which shall be exercised in the ordinary course of business), the Unpaid Balance thereof has been reduced (or should be reduced) on account of any performance failure on the part of the Originator, the Seller or the Servicer.  For the avoidance of doubt, (i) any reference in this Agreement or any other Transaction Document to the amount of any Disputed Receivable shall be to the greater of the reduction that may apply to such Receivable and the accrual or reserve established by the Originator, the Seller, the Servicer or the SPV, as applicable, in respect of any such reduction and (ii) Disput ed Receivable does not include any reduction in the Unpaid Balance of any Receivable to the extent such reduction is a Dilution.

Dollar or $:  The lawful currency of the United States.

Downgrade Collateral Account:  As defined in Section 3.2(a).

Downgrade Draw:  As defined in Section 3.2(a).

Eligible Investments:  Highly rated short-term debt or the other highly rated liquid investments in which the Conduit Investors are permitted to invest cash pursuant to their respective commercial paper program documents.

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Eligible Receivable:  At any time, any Receivable:

(i)which was originated by the Originator in the ordinary course of its business;

(ii)(A)which, arises pursuant to a Contract with respect to which each of the Originator and the SPV has performed all obligations required to be performed by it thereunder, including shipment of the merchandise and/or the performance of the services purchased thereunder; (B) which has been billed to the relevant Obligor; and (C) which according to the Contract re lated thereto, is required to be paid in full within 51 days of the original billing date therefor;

(iii)which satisfies all applicable requirements of the Credit and Collection Policy;

(iv)which has been sold or contributed to the SPV pursuant to (and in accordance with) the Second Tier Agreement, and by the Originator to the Seller pursuant to (and in accordance with) the First Tier Agreement (other than the Receivables acquired by the Seller in respect of the termination of the existing receivables securitization on or prior to the date of the initial funding hereunder) which does not arise from the sale of any inventory subject to any Adverse Claim unless such Receivable has upon the transfer thereof been released from such Adverse Claim and to which the SPV has good and marketable title, free and clear of all Adverse Claims;

(v)the Obligor of which is a United States resident, is not an Affiliate or employee of any of the parties hereto, and is not an Official Body;

(vi)as to which amount due on such Receivable has not been extended;

(vii)the Obligor of which has been directed to make all payments to a Blocked Account;

(viii)which under the related Contract and applicable Law is assignable without the consent of, or notice to, the Obligor thereunder unless such consent has been obtained and is in effect or such notice has been given;

(ix)which, together with the related Contract, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms and is not subject to any litigation, dispute, offset, counterclaim or other defense;

(x)which is denominated and payable only in Dollars in the United States;

(xi)which is neither a Defaulted Receivable nor a Charged-off Receivable;

(xii)which is not due from an Obligor which is more than 60 days past due on more than twenty-five percent (25%) of the aggregate Unpaid Balances of Receivables of which it is the Obligor;

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(xiii)which has not been compromised, adjusted or modified (including by the extension of time for payment or the granting of any discounts, allowances or credits); provided, however, that only such portion of such Receivable that is the subject of such compromise, adjustment or modification shall be deemed to be ineligible pursuant to the terms of this clause (xiii);

(xiv)which is an “account” and is not evidenced by an instrument within the meaning of Article 9 of the UCC of all applicable jurisdictions;

(xv)which is an “eligible asset” as defined in Rule 3a-7 under the Investment Company Act of 1940;

(xvi)which, together with the Contract related thereto, does not contravene in any material respect any Laws applicable thereto (including Laws relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy);

(xvii)the assignments of which under the First Tier Agreement by the Originator to the Seller, the Second Tier Agreement by the Seller to the SPV and hereunder by the SPV to the Agent do not violate, conflict or contravene any applicable Law or any contractual or other restriction, limitation or encumbrance;

(xviii)which (together with the Related Security related thereto) has been the subject of either a valid transfer and assignment from, or the grant of a first priority perfected security interest therein by, the SPV to the Agent, on behalf of the Investors, of all of the SPV’s right, title and interest therein (unless repurchased by the SPV at an earlier date pursuant to this Agreement)

(ixx)which is not a Specified Ineligible Receivable, an Advertising Receivable or a Set Aside Receivable; and

(xx)which has been sold or contributed to the Seller pursuant to the First Tier Agreement in a “true sale” or “true contribution” transaction and which has been  subsequently sold or contributed by the Seller to the SPV in a “true sale” or “true contribution” transaction.

Enterprise Funding:  As defined in the Preamble.

Enterprise Funding Class:  The Class initially consisting of Enterprise Funding and Bank of America (in its capacities as a Class Agent and an Alternate Investor) and their respective successors and assigns.

ERISA:  The U.S.  Employee Retirement Income Security Act of 1974, as amended and any regulations promulgated and rulings issued thereunder.

ERISA Affiliate:  With respect to any Person, any corporation, partnership, trust, sole proprietorship or trade or business which, together with such Person, is treated as a single

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employer under Section 414(b) or (c) of the Code or, with respect to any liability for contributions under Section 302(c) of ERISA, Section 414(m) or Section 414(o) of the Code.

Eurocurrency Liabilities:  As defined in Section 2.4.

Event of Bankruptcy:  With respect to any Person or Performance Guarantor, (i) that such Person or Performance Guarantor (A) shall generally not pay its debts as such debts become due or (B) shall admit in writing its inability to pay its debts generally or (C) shall make a general assignment for the benefit of creditors; (ii) any proceeding shall be instituted by or against such Person or Performance Guarantor seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; or (iii) such Person or Performance Guarantor shall take any corporate, partnership or other similar appropriate action to authorize any of the actions set forth in the preceding clauses (i) or (ii).

Exception Funding Period: As defined in Section 5.2.

Excluded Taxes:  As defined in Section 9.3.

Expected Dilution Ratio:  For any Monthly Period, the average of the Dilution Ratios for the twelve months ending on the Month End Date next preceding the first day of such Monthly Period.

Facility Fee: (i) With respect to the Enterprise Funding, the fee payable by the SPV to Bank of America, the terms of which are set forth in the related Fee Letter; (ii) with respect to the Market Street Class, the fee payable by the SPV to PNC Bank, the terms of which are set forth in the related Fee Letter; and (iii) with respect to any other Class, the fee specified in any supplement to this Agreement or any separate fee letter as the facility fee payable by the SPV to the related Class Agent.

Facility Limit:  As of any date, the sum of the Class Facility Limits as of such date, which amount shall not exceed $153,000,000.

Federal Funds Rate:  As defined in Section 2.4.

Fee Letter:  As the context may require, any or all of: (i) with respect to the Enterprise Funding Class, a confidential letter agreement, among the SPV, the Originator, the Servicer, Enterprise Funding, and the related Class Agent with respect to the fees to be paid by the SPV, the Servicer and the Originators; (ii) with respect to the Market Street Class, a confidential letter agreement, among the SPV, the Originator, the Servicer, Market Street, and the related Class Agent with respect to the fees to be paid by the SPV, the Servicer and the Originators; and (iii) with respect to any other Class, a confidential letter agreement with respect to the fees to be paid by the SPV, the Servicer and the Originators.

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Final Payout Date:  The date, after the Termination Date, on which the Net Investment has been reduced to zero, all accrued Servicing Fees have been paid in full and all other Aggregate Unpaids have been paid in full in cash.

First Tier Agreement:  The sale agreement dated as of the date hereof between the Originator and the Seller, as amended, modified, supplemented, restated or replaced from time to time.

Fitch: Fitch Ratings, Inc. or any successor that is a nationally recognized statistical rating organization.

GAAP:  Generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board in effect from time to time.

Guaranty:  With respect to any Person, any agreement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes liable upon, the obligation of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person or otherwise assures any other creditor of such other Person against loss, including any comfort letter, operating agreement or take-or-pay contract and shall include the contingent liability of such Person in connection with any application for a letter of credit.

Indebtedness:  Without duplication, with respect to any Person such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property other than accounts payable arising in the ordinary course of such Person’s business on terms customary in the trade, (iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or products of property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances (including bankers acceptances), or other instruments, (v) Capitalized Lease obligations, (vi) obligations for which such Person is obligated pursuant to a Guaranty, (vii) reimbursement obligations with respect to any letters of credit and (viii) any other liabilities which would be treated as indebtedness in accordance with GAAP.

Indemnified Amounts:  As defined specified in Section 9.1.

Indemnified Parties:  As defined in Section 9.1.

Intercreditor Agreement:  The Intercreditor Agreement, dated as of October 15, 2007, by and among JPMorgan Chase Bank, N.A., the Noteholders (as defined therein) and the Lenders (as defined therein) and acknowledged by the Performance Guarantor and the Originator.

Interest Component:  At any time of determination, the aggregate Yield accrued and to accrue through the end of the current Rate Period for the Portion of Investment accruing Yield calculated by reference to the CP Rate at such time (determined for such purpose using the CP Rate most recently determined by the related Class Agent).

Investment:  As defined in Section 2.2(a).

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Investment Date:  As defined in Section 2.3(a).

Investment Deficit:  As defined in Section 2.3(f).

Investment Request:  Each request substantially in the form of Exhibit D.

Investor:  The Conduit Investors and/or the Alternate Investors, as the context may require.

Investor Percentage:  At any time with respect to any Investor, the percentage equivalent of a fraction the numerator of which is equal to the portion of the Net Investment owned by such Investor on such day and the denominator of which is equal to the Net Investment on such day.

Law:  Any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree, judgment or award of any Official Body.

Liquidity Agreement:  For any Class, any agreement entered into by any related Conduit Investor (or any commercial paper issuer that finances such Conduit) providing for the sale by such Conduit Investor (or any commercial paper issuer that finances such Conduit) of interests in its investment in the Asset Interest and the portion of the Class Net Investment funded by such Conduit Investor (or any commercial paper issuer that finances such Conduit) (or portions thereof), or the making of loans or other extensions of credit to such Conduit Investor (or any commercial paper issuer that finances such Conduit) secured by security interests such Conduit Investor’s (or any commercial paper issuer that finances such Conduit) interest in the Asset Interest and the portion of the Class Net Investment funded by such Conduit Investor, to suppo rt all or part of such Conduit Investor’s (or any commercial paper issuer that finances such Conduit) payment obligations under its Commercial Paper or to provide an alternate means of funding such Conduit Investor’s investments in accounts receivable or other financial assets, in each case as amended, modified, supplemented, restated or replaced from time to time.

Liquidity Bank:  Includes the various financial institutions that are, or may become, parties to a Liquidity Agreement, as a purchaser or lender thereunder.

Loss Horizon Ratio:  For any Monthly Period, the ratio, expressed as a percentage, of (a) the aggregate amount of sales by Originator giving rise to Receivables for the most recent 5 months preceding the related Month End Date, divided by (b) the aggregate Unpaid Balance of all Eligible Receivables as of such recent Month End Date.

Loss Reserve Ratio:  For any Monthly Period, the product of (i) Stress Factor, (ii) the highest three-month average Default Ratio during the most recent 12 month period, and (iii) the Loss Horizon Ratio for such Monthly Period.

Majority Investors:  At any time, those Alternate Investors which hold Commitments aggregating in excess of 2/3 of the Facility Limit as of such date; provided that at any time when there is 2 or fewer Conduit Investors, shall mean 100% of the Alternate Investors.

Market Street:  As defined in the Preamble.

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Market Street Class:  The Class consisting initially of Market Street and PNC Bank (in its capacities as a Class Agent and an Alternate Investor) and their respective successors and assigns.

Master Note Purchase Agreement:  The Master Note Purchase Agreement, dated as of October 15, 2007, by and among the Performance Guarantor, the Originator and the Purchasers (as defined therein).

Material Adverse Effect:  With respect to any Person, any event or condition which is reasonably likely to have a material adverse effect on (i) the collectibility of the Receivables, (ii) the condition (financial or otherwise), businesses or properties of the SPV, the Servicer or the Originator, (iii) the ability of the SPV, the Servicer or the Originator to perform its respective obligations under the Transaction Documents to which it is a party, or (iv)  the status, perfection or priority of the security interests of the Agent, any Class Agent or any Investors under the Transaction Documents.

Material Subsidiary: At any time, shall mean Lagasse, Inc and ORS Nasco, Inc.

Maturity Date:  November 23, 2013.

Maximum Net Investment:  At any time, an amount equal to the Facility Limit divided by 1.02.

Minimum Reserve Ratio:  For any Monthly Period, the sum of (a) the Concentration Factor for such Monthly Period and (b) the product of the (i) the Expected Dilution Ratio for such Monthly Period and (ii) the Dilution Horizon Ratio for such Monthly Period.

Month End Date:  The last day of each calendar month.

Monthly Period:  The period from the Closing Date to and including the first Month End Date after the Closing Date and each subsequent calendar month until the Final Payout Date.

Moody’s:  Moody’s Investors Service, Inc., or any successor that is a nationally recognized statistical rating organization.

Multiemployer Plan:  As defined in Section 4001(a)(3) of ERISA.

Net Investment:  At any time, the sum of the Class Net Investments on such day.

Net Pool Balance:  At any time, (i) the aggregate Unpaid Balances of Eligible Receivables at such time, minus (ii) the sum of (a) the aggregate amount of the portion of the Unpaid Balances of Eligible Receivables in excess of the applicable Concentration Limits, (b) the then-current aggregate amount of Contractual Dilutions related to all Eligible Receivables, (c) the then-current aggregate amount of all sales and other taxes included in the Unpaid Balances of all Eligible Receivables, (d) the then-current amount of reductions to the Unpaid Balance of all Receivable that are Disputed Receivables and (e) the aggregate amount of all offsetting specific  reserves established by any of the Originator, the Seller, the Servicer and the SPV in respect of all Eligible Receivables that are Reserve Receivables.

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Non-Defaulting Alternate Investor:  As defined in Section 2.3(f).

Obligor:  With respect to any Receivable, the Person obligated to make payments in respect of such Receivable pursuant to a Contract.

Official Body:  Any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

Offshore Rate:  As defined in Section 2.4.

Opinion:  That certain opinion of Mayer Brown LLP, special counsel to the SPV, the Seller, the Performance Guarantor and the Originator, dated the Closing Date and delivered with respect to the transactions contemplated by this Agreement and covering certain bankruptcy and insolvency matters i.e.  “true sale” and nonconsolidation.

Originator:  As defined in the Preamble.

Other SPV:  Any Person other than the SPV that has entered into a receivables purchase agreement, loan and security agreement, note purchase agreement, transfer and administration agreement or any other similar agreement with the Conduit Investors.

Pension Plan:  An employee pension benefit plan as defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a Multiemployer Plan) and to which the Originator, the SPV or an ERISA Affiliate of either has, or is reasonably expected to have, any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

Performance Guarantee: The Performance Guarantee Agreement, dated as of the date hereof, by the Performance Guarantor and the SPV, as amended, modified, supplemented, restated or replaced from time to time.

Performance Guarantor:  United Stationers, Inc, an Delaware corporation.

Permitted Investment Date:  Any Business Day prior to the Termination Date.

Permitted Liens: Any of (i) the liens of the Agent, on behalf of the Investors, created pursuant to the Transaction Documents and (ii) liens created with the consent of the Agent and Majority Investors.

Person:  An individual, partnership, limited liability company, corporation, joint stock company, trust (including a business trust), unincorporated association, joint venture, firm, enterprise, Official Body or any other entity.

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Pledge Agreement:  The Pledge Agreement, dated as of May 21, 2003, by and among the Originator, the Performance Guarantor and other Subsidiaries of the Performance Guarantor (as set forth on the signature page thereto) and Bank One, NA.

PNC Bank:  As defined in the Preamble.

Portion of Investment:  As defined in Section 2.4(a).

Potential Termination Event:  An event which but for the lapse of time or the giving of notice, or both, would constitute a Termination Event.

Principal Collections:  For any Monthly Period, (i) all Collections received during such Monthly Period other than finance charges and (ii) all payments received on Eligible Investments for such Monthly Period.

Pro Rata Share:  For any Alternate Investor, the Commitment of such Alternate Investor, divided by the sum of the Commitments of all Alternate Investors (or, if the Commitments shall have been terminated, its pro rata share of the Alternate Investor Percentage of the related Class Net Investment).

Program Fee: As defined in the Fee Letter.

Program Support Agreement:  Any agreement, including any Liquidity Agreement, entered into by any Program Support Provider providing for the issuance of one or more letters of credit for the account of a Conduit Investor (or any related commercial paper issuer that finances the Conduit Investor), the issuance of one or more surety bonds for which any Conduit Investor (or such related issuer) is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, the sale by any Conduit Investor (or such related issuer) to any Program Support Provider of the Asset Interest (or portions thereof or participations therein) and/or the making of loans and/or other extensions of credit to any Conduit Investor (or such related issuer) in connection with such Conduit Investor’s commercial paper program, together with any letter of credit, surety bond or other instrument issued thereunder.

Program Support Provider:  Any Person, including any Liquidity Bank, now or hereafter extending credit or having a commitment to extend credit to or for the account of, or to make purchases from, any Conduit Investor (or any related commercial paper issuer that finances the Conduit Investor) or issuing a letter of credit, surety bond or other instrument to support any obligations arising under or in connection with such Conduit Investor’s (or such related issuer’s) commercial paper program.

Purchase Termination Date:  As defined in Section 8.1 of the Second Tier Agreement.

Rate Period:  As defined in Section 2.4.

Rate Type:  As defined in Section 2.4.

Rating Agencies:  Collectively, Fitch, Moody’s and S&P.

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Receivable:  Any indebtedness and other obligations owed by any Obligor to the Originator (without giving effect to any transfer under the First Tier Agreement and Second Tier Agreement) under a Contract or any right of the SPV to payment from or on behalf of an Obligor, whether constituting an account, chattel paper, instrument or general intangible, arising in connection with the sale or lease of goods or the rendering of services, in either case, by the Originator, and includes the obligation to pay any finance charges, fees and other charges with respect thereto.

Recipient:  As defined in Section 2.10.

Records:  All Contracts and other documents, purchase orders, invoices, agreements, books, records and any other media, materials or devices for the storage of information (including tapes, disks, punch cards, computer programs and databases and related property) maintained by the SPV, the Originator or the Servicer with respect to the Receivables, any other Affected Assets or the Obligors.

Reinvestment:  As defined in Section 2.2(b).

Reinvestment Period:  The period commencing on the Closing Date and ending on the Termination Date.

Related Security:  With respect to any Receivable, all of the Originator’s (without giving effect to any transfer under the First Tier Agreement and the Second Tier Agreement) or the SPV’s rights, title and interest in, to and under:

(i)all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and other filings signed by an Obligor relating thereto;

(ii)the Contract and all guarantees, indemnities, warranties, insurance (and proceeds and premium refunds thereof) or other agreements or arrangements of any kind from time to time supporting or securing payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise;

(iii)all Records related to such Receivable; and

(iv)all Collections on and other proceeds of any of the foregoing.

Reportable Event:  Any event, transaction or circumstance which is required to be reported with respect to any Pension Plan under Section 4043 of ERISA and the applicable regulations thereunder.

Reporting Date:  As defined in Section 2.8.

Required Downgrade Assignment Period:  As defined in Section 3.2(a).

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Required Notice Days:  With respect to any reduction of the Net Investment pursuant to the provisions of Section 2.7(a) or Section 2.13, (i) two (2) Business Days in the case of a reduction of Net Investment of less than $10,000,000 and (ii) five (5) Business Days in the case of a reduction of Net Investment of at least $20,000,000.

Required Reserves:  At any time other than during an Exception Funding Period, the sum of (i) the Net Pool Balance on such date of calculation multiplied by the greater of (a) the sum of the Loss Reserve Ratio on such date of calculation and the Dilution Reserve Ratio on such date of calculation; and (b) the Minimum Reserve Ratio on such date of calculation; (ii) the Yield Reserve on such date of calculation; and (iii) the Servicing Fee Reserve on such date of calculation (such sum, the “Standard Reserves”).  At any time during an Exception Funding Period, the greater of (i) the Standard Reserves on such date of calculation and (ii) 50% of the Net Pool Balance on such date of calculation.

Reserve Receivable:  Any Receivable for which the Originator, the Seller, the Servicer or the SPV has established an offsetting specific reserve for such Receivable or the related Obligor.

Responsible Officer:  With respect any Person, the Chairman of the Board, President, Chief Financial Officer, any Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of such Person.

Restricted Payments:  As defined in Section 6.2(k).

Revolving Credit Agreement:  As defined in Section 6.3.

Sale Termination Date:  As defined in Section 8.1 of the First Tier Agreement.

Second Tier Agreement:  The purchase agreement dated as of the date hereof between the Seller and SPV, as amended, modified, supplemented, restated or replaced from time to time.

Seller: As defined in the Preamble.

Servicer:  As defined in Section 7.1.

Servicer Default:  As defined in Section 7.5.

Servicer Report:  A report, in substantially the form attached hereto as Exhibit F or in such other form as is mutually agreed to by the SPV, the Servicer and the Agent, furnished by the Servicer pursuant to Section 2.8.

Servicing Fee:  The fees payable to the Servicer from Collections, in an amount equal to either (a) at any time when the Servicer is the Seller or any of its Affiliates, the Servicing Fee Rate on (i) the sum of (x) the Unpaid Balance of Receivables as of the last day of the current calendar month, plus (y) the Unpaid Balance of Receivables as of the last day of the immediately preceding calendar month, divided by (ii) 2, or (b) at any time when the Servicer is not the Seller or any of its Affiliates, the amount agreed between such Servicer and the Agent, payable in arrears on each Settlement Date from Collections pursuant to, and subject to the priority of payments set forth in, Section 2.12.  With respect to any Portion of Investment, the Servicing Fee

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allocable thereto shall be equal to the Servicing Fee determined as set forth above, times a fraction, the numerator of which is the amount of such Portion of Investment and the denominator of which is the Net Investment.

Servicing Fee Rate: 1.0% per annum

Servicing Fee Reserve:  At any time, an amount equal to the product of (i) the Servicing Fee Rate (ii) a fraction having Days Sales Outstanding as the numerator, and 360 as the denominator and (iii) the aggregate Unpaid Balance of all Receivables on such date of calculation.

Set-Aside Receivable:  Any Receivable with respect to which the Originator, the Seller or the Servicer at any time evidences the payment obligation of the related Obligor by a note or other instrument and agrees to any extended payment date.

Settlement Date:  (i) Prior to the Termination Date, the 20th day of each calendar month (or, if such day is not a Business Day, the immediately succeeding Business Day) or such other day as the SPV and the Agent may from time to time mutually agree, and (ii) for any Portion of Investment for any Class on and after the Termination Date, each day selected from time to time by the related Class Agent (it being understood that the Class Agents may select such Settlement Dates to occur as frequently as daily) or, in the absence of any such selection, the date which would be the Settlement Date for such Portion of Investment pursuant to clause (i) of this definition.

S&P:  Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor that is a nationally recognized statistical rating organization.

Specified Ineligible Receivable:  (i) On and after the Closing Date, each Receivable the Obligor of which is listed on Schedule II hereto and (ii) from time to time after the Closing Date, each Receivable, the Obligor of which is identified by the Servicer to the Class Agents in writing (it being understood that for purposes of this clause (ii), the Servicer shall not designate as Specified Ineligible Receivables, the Receivables of more than two Obligors per year).  Any designation by the Servicer of a Receivable as a Specified Ineligible Receivable shall be effective beginning with the Monthly Period immediately following the date of such designation.  Any Receivable that has been designated as an Specified Ineligible Receivable shall not become an Eligible Receivable without the prior written consent of the Agent.

SPV:  United Stationers Receivables, LLC, an Illinois limited liability company.

Stress Factor:  2.75.

Sub-Servicer:  As defined in Section 7.1(d).

Subsidiary:  With respect to any Person, any corporation or other Person (i) of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned by such Person or (ii) that is directly or indirectly controlled by such Person within the meaning of control under Section 15 of the Securities Act of 1933.

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Taxes:  As defined in Section 9.3.

Termination Date:  The earliest of (i) the latest occurring Class Termination Date, (ii) the day upon which the Termination Date is declared or automatically occurs pursuant to Section 8.2, (iii) the Commitment Termination Date, (iv) the Sale Termination Date, (v) the Purchase Termination Date, and (vi) and the Maturity Date.

Termination Event:  As defined in Section 8.1.

Transaction Costs:  As defined in Section 9.4(a).

Transaction Documents:  Collectively, this Agreement, the First Tier Agreement, the Second Tier Agreement, the Fee Letter, the Blocked Account Agreements, and all of the other instruments, documents and other agreements executed and delivered by the Servicer, the Originator or the SPV in connection with any of the foregoing.

Trigger Delinquency Ratio:  For any Monthly Period, the ratio (expressed as a percentage) computed as of the related Month End Date next preceding the first date of such Monthly Period by dividing (i) the aggregate Unpaid Balance of all Receivables (other than Specified Ineligible Receivables) which are Delinquent Receivables (other than Specified Ineligible Receivables which are Delinquent Receivables) plus Disputed Receivables (other than Specified Ineligible Receivables which are Disputed Receivables), by (ii) the aggregate Unpaid Balance of all Receivables (other than Specified Ineligible Receivables) at such time.

Trigger Default Ratio:  For any Monthly Period, the ratio (expressed as a percentage) computed as of the related Month End Date next preceding the first date of such Monthly Period by dividing (i) the sum of (a) the aggregate Unpaid Balance of all Receivables (other than Specified Ineligible Receivables) which are 61-90 days past due as of such Month End Date and (b) the aggregate Unpaid Balance of all Receivables which became Charged-off Receivables during such Monthly Period (other than Specified Ineligible Receivables which are Defaulted Receivables), by (ii) the aggregate amount of sales by Originator giving rise to Receivables for the 3rd most preceding month.

Trigger Dilution Ratio: For any Monthly Period, the ratio (expressed as a percentage) computed as of the related Month End Date next preceding the first date of such Monthly Period by dividing (i) the aggregate reduction in the original balance of all Receivables attributable to Dilutions during such month, by (ii) the aggregate amount of sales by the Originator in the most recent prior month.

UCC:  The Uniform Commercial Code as in effect in the applicable jurisdiction or jurisdictions.

Unpaid Balance:  Of any Receivable means at any time the unpaid principal amount thereof.

U.S.  or United States:  The United States of America.

Yield:  As defined in Section 2.4.

Yield Payment Date:  The last day of each Rate Period.

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Yield Reserve: At any time, an amount equal to (a) the product of (i) 2.5 multiplied by the Days Sales Outstanding as of such day and (ii) the Default Rate in effect as of such day, divided by (b) 360, as applicable, multiplied by the Net Pool Balance.

Section 1.2Other Terms.

All terms defined directly or by incorporation herein shall have the defined meanings when used in any certificate or other document delivered pursuant hereto unless otherwise defined therein.  For purposes of this Agreement and all such certificates and other documents, unless the context otherwise requires:  (a) accounting terms not otherwise defined herein, and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under, and shall be construed in accordance with, GAAP; (b) terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day; (d) the words & #147;hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of this Agreement (or such certificate or document); (e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Agreement (or the certificate or other document in which the reference is made) and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”; (g) references to any Law refer to that Law as amended from time to time and include any successor Law; (h) references to any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s successors and permitted assigns; and (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

Section 1.3Computation of Time Periods; Calculations.

(a)Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each means “to but excluding”, and the word “within” means “from and excluding a specified date and to and including a later specified date”.

(b)With respect to Set-Aside Receivables, all calculations of triggers, reserves and ratios herein shall be made based on the dates such Receivable or portion thereof became a Set-Aside Receivable.

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Article II

Purchases and Settlements

Section 2.1Transfer of Affected Assets; Intended Characterization.

(a)Sale of Asset Interest.  In consideration of the payment by the Agent (on behalf of the Conduit Investors or the related Alternate Investors as determined pursuant to Section 2.3) of the amount of the initial Net Investment on the Closing Date and the Agent’s agreement (on behalf of the Conduit Investors or the related Alternate Investors as determined below) to make payments to the SPV from time to time in accordance with Section 2.2, effective upon the SPV’s receipt of payment for such initial Net Investment on the Closing Date, the SPV hereby sells, conveys, transfers and assigns to the Agent, on behalf of the Investors, as their interests may from time to time appear, (i) all Receivables existing on the Closing Date or thereafter arising or acquired by the SPV from time to time prior to the Final Payout Date, and (ii) all other Affected Assets, whether existing on the Closing Date or thereafter arising at any time.

(b)Purchase of Asset Interest.  Subject to the terms and conditions hereof, the Agent (on behalf of the Investors) hereby purchases and accepts from the SPV the Receivables and all other Affected Assets sold, assigned and transferred pursuant to subsection (a).  The Agent’s right, title and interest in and to the Receivables and all other Affected Assets hereunder is herein called the “Asset Interest”.  The Agent shall hold the Asset Interest on behalf of the Conduit Investors and the Alternate Investors, as applicable pro rata in accordance with their respective Investor Percentages.

(c)Obligations Not Assumed.  The foregoing sale, assignment and transfer does not constitute and is not intended to result in the creation, or an assumption by the Agent, the Class Agent or any Investor, of any obligation of the SPV, the Seller, the Originator, or any other Person under or in connection with the Receivables or any other Affected Asset, all of which shall remain the obligations and liabilities of the SPV, the Seller and the Originator, as applicable.

(d)Intended Characterization; Grant of Security Interest.

(i)The SPV, the Agent, the Class Agents and the Investors intend that the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Conduit Investors and/or the Alternate Investors as applicable) hereunder shall be treated as a sale for all purposes, other than federal and state income tax and accounting purposes.  If notwithstanding the intent of the parties, the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) is not treated as a sale for all purposes, other than federal and state income tax and accountin g purposes, the sale, assignment and transfer of the Affected Assets shall be treated as the grant of, and the SPV hereby does grant, a security interest in the Affected Assets to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the Conduit Investors and/or the Alternate Investors as applicable) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law.

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(ii)Each of the parties hereto further expressly acknowledges and agrees that the Commitments of the Alternate Investors hereunder, regardless of the intended true sale nature of the overall transaction, are financial accommodations (within the meaning of Section 365(c)(2) of the Bankruptcy Code) to or for the benefit of SPV.

Section 2.2Purchase Price.

Subject to the terms and conditions hereof, including Article V, in consideration for the sale, assignment and transfer of the Affected Assets by the SPV to the Agent (on behalf of the Conduit Investors and/or the Alternate Investors, as applicable) hereunder:

(a)Investments.  On the Closing Date, and thereafter from time to time during the Reinvestment Period, on request of the SPV in accordance with Section 2.3, each Class Agent (on behalf of the related Conduit Investors or the related Alternate Investors, as determined pursuant to Section 2.3) shall pay to the SPV an amount equal, in each instance, to the lesser of (i) the related Class Pro Rata Share of the amount requested by the SPV under Section 2.3(a), and (ii) the largest amount that will not cause (A) the Class Net Investment to exceed the Class Maximum Net Investment, (B) the sum of the Class Net Investment and the related Class Pro Rata Share of the Required Reserves to exceed the related Class Pro Rata Share of the Net Pool Balance and (C) if such Investment Date occurs during the period beginning on the Closing Date through and including the Reporting Date in June 2009, the Net Investment to exceed $150,000,000.  Each such payment is herein called an “Investment”.

(b)Reinvestments.  On each Business Day during the Reinvestment Period the Servicer, on behalf of each Class Agent (for the benefit of the related Conduit Investors and/or the related Alternate Investors, as applicable), shall apply out of Collections of Receivables, the amount available for Reinvestment in accordance with Section 2.14.  Each such payment is hereinafter called a “Reinvestment”.  All Reinvestments shall be made ratably on behalf of each Investor that has funded any portion of the Net Investment pro rata in accordance with its respective Investor Percentage.

(c)SPV Payments Limited to Collections.  Notwithstanding any provision contained in this Agreement to the contrary, the Agent and the Class Agents shall not, and shall not be obligated (whether on behalf of the Conduit Investors or the Alternate Investors), to pay any amount to the SPV as the purchase price of Receivables pursuant to subsection (b) above except to the extent of Collections on Receivables available for distribution to the SPV in accordance with this Agreement.  Any amount which the Agent or any Class Agent (whether on behalf of the related Conduit Investor s or the related Alternate Investors) does not pay pursuant to the preceding sentence shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against, or corporate obligation of, the Agent or such Class Agent for any such insufficiency unless and until such amount becomes available for distribution to the SPV under Section 2.12.

Section 2.3Investment Procedures.

(a)Notice.  The SPV shall request an Investment hereunder, by request to the Agent and each Class Agent given by facsimile in the form of an Investment Request at least two (2) Business Days prior to the proposed date of any Investment (including the initial Investment). 

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Each such Investment Request shall specify (i) the desired amount of such Investment (which shall be at least $2,000,000 or an integral multiple of $100,000 in excess thereof or, to the extent that the then available unused portion of the Maximum Net Investment is less than such amount, such lesser amount equal to such available unused portion of the Maximum Net Investment) and (ii) the desired date of such Investment (the “Investment Date”) which shall be a Permitted Investment Date.

(b)Conduit Investor Acceptance or Rejection; Investment Request Irrevocable.

(i)Each Class Agent will promptly notify the related Investors of its receipt of any Investment Request with respect to its Class.  If the Investment Request is received prior to the Conduit Investment Termination Date, each Conduit Investor shall instruct the related Class Agent to accept or reject such Investment Request by notice given to the related Class Agent by telephone or facsimile by no later than the close of its business on the Business Day following its receipt of any such Investment Request.  Following receipt of such instructions from the related C onduit Investors, each Class Agent shall promptly notify the SPV and the related Alternate Investors of the acceptance or rejection by the related Conduit Investors of the Investment Request.

(ii)Each Investment Request shall be irrevocable and binding on the SPV, and the SPV shall indemnify each Investor against any loss or expense incurred by such Investor, either directly or indirectly (including, in the case of any Conduit Investor, through a Program Support Agreement) as a result of any failure by the SPV to complete such Investment, including any loss (including loss of profit) or expense incurred by any Class Agent and any related Investor, either directly or indirectly (including, in the case of any Conduit Investor, pursuant to a Program Support Agreement) by reason of the liquid ation or reemployment of funds acquired by such Investor (or the applicable Program Support Provider(s)) (including funds obtained by issuing commercial paper or promissory notes or obtaining deposits or loans from third parties) in order to fund such Investment.

(c)Alternate Investors’ Commitment.  Subject to the satisfaction of the conditions precedent set forth in Sections 5.1 and 5.2 and the other terms and conditions hereof, each Alternate Investor hereby agrees to make available its Alternate Investor Percentage of the related Class Pro Rata Share of each Investment during the period from and including the Closing Date to but not including the Commitment Termination Date in an amount up to its Commitment.  Subject to Section 2.2(b) concerning Reinvestments, at no time will the Conduit Investors hav e any obligation to fund an Investment or Reinvestment.  At all times on and after the Conduit Investment Termination Date, all Investments and Reinvestments shall be made by the related Class Agent on behalf of the related Alternate Investors.  In addition, at any time when a Conduit Investor has rejected a request to fund its Class Pro Rata Share of an Investment, the related Class Agent shall so notify the related Alternate Investors and such Alternate Investors shall make available their respective Alternate Investor Percentages of the related Class Pro Rata Share of such Investment.  Notwithstanding anything contained in this Section 2.3(c) or elsewhere in this Agreement to the contrary, no Alternate Investor shall be obligated to provide the related Class Agent or the SPV with funds in connection with an Investment or Reinvestment in an amount that would result in the portion of the related Class Net Investment then funded by

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it (after giving effect to any Investment to be funded on such day) exceeding its Commitment then in effect (minus the unrecovered principal amount of such Alternate Investor’s investments in the Asset Interest pursuant to the Program Support Agreement to which it is a party).  The obligation of each Alternate Investor to remit its Alternate Investor Percentage of any such Class Pro Rata Share of any Investment or Reinvestment shall be several from that of each other Alternate Investor, and the failure of any Alternate Investor to so make such amount available to the related Class Agent shall not relieve any other Alternate Investor of its obligation hereunder.

(d)Payment of Investment.  On any Investment Date, each Conduit Investor or the related Alternate Investor, as the case may be, shall remit its pro rata share of the aggregate amount of such Investment (determined pursuant to Section 2.2(a)) to the account of the SPV specified therefor from time to time by the Agent by notice to such Persons by wire transfer of same day funds.

(e)Agent May Advance Funds.  Unless the Agent shall have received notice from any Investor that such Person will not make its share of any Investment available on the applicable Investment Date therefor, the Agent may (but shall have no obligation to) make any such Investor’s share of any such Investment available to the SPV in anticipation of the receipt by the Agent of such amount from the applicable Investor.  To the extent any such Investor fails to remit any such amount to the Agent after any such advance by the Agent on such Investment Date, such Investor, and if such Investor does not, upon the request of the Agent, the SPV, shall be required to pay such amount to the Agent for payment to the Agent for its own account, together with interest thereon at a per annum rate equal to the Federal Funds Rate, in the case of such Investor, or the Base Rate, in the case of the SPV, to the Agent for payment to such Agent (provided that no Conduit Investor shall have any obligation to pay such interest amounts except to the extent that it shall have sufficient funds to pay the face amount of its respective Commercial Paper in full).  Until such amount shall be repaid, such amount shall be deemed to be Net Investment paid by the Agent and the Agent shall be deemed to be the owner of an interest in the Asset Interest hereunder to the extent of such Investment.  Upon the payment of such amount to the Agent (i) by the SPV, the amount of the Net Investment shall be reduced by such amount or (ii) by such Investor, such payment shall constitute such Person& #146;s payment of its share of the applicable Investment.  Notwithstanding the foregoing, each of the parties hereto agrees that, prior to the Termination Date, any amount to be paid by the SPV under this Section 2.3(e) will be payable on the next succeeding Settlement Date pursuant to and in accordance with the priorities for payment set forth in Section 2.12 hereof.

(f)Defaulting Alternate Investor.  If, by 2:00 p.m. (New York City time), whether or not the Agent has advanced the amount of the applicable Investment, one or more Alternate Investors with respect to a Class (each, a “Defaulting Alternate Investor”, and each Alternate Investor with respect to such Class other than any Defaulting Alternate Investor being referred to as a “Non-Defaulting Alternate Investor”) fails to make either (1) its Alternate Investor Percentage o f the related Class Pro Rata Share of any Investment available to the Agent pursuant to Section 2.3(d) or (2) any Assignment Amount payable by it pursuant to Section 3.1 (the aggregate amount not so made available to the Agent being herein called in either case the “Investment Deficit”), then the related Class Agent shall, by no later than 2:30 p.m. (New York City time) on the applicable Investment Date or the applicable Assignment Date, as the case may be, instruct each Non-Defaulting Alternate Investor to pay, by no later than 3:00 p.m. (New York

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City time), in immediately available funds, to the account designated by the related Class Agent, an amount equal to the lesser of (i) such Non-Defaulting Alternate Investor’s proportionate share (based upon the relative Commitments of the Non-Defaulting Alternate Investors) of the Investment Deficit and (ii) its unused Commitment.  A Defaulting Alternate Investor shall forthwith, upon demand, pay to the related Class Agent for the ratable benefit of the Non-Defaulting Alternate Investors all amounts paid by each Non-Defaulting Alternate Investor on behalf of such Defaulting Alternate Investor, together with interest thereon, for each day from the date a payment was made by a Non-Defaulting Alternate Investor until the date such Non-Defaulting Alternate Investor has been paid such amounts in full, at a rate per annum equal to the Default Rate. 0; In addition, if, after giving effect to the provisions of the immediately preceding sentence, any Investment Deficit with respect to any Assignment Amount continues to exist, each such Defaulting Alternate Investor shall pay interest to the related Class Agent, for the account of the related Conduit Investor, on such Defaulting Alternate Investor’s portion of such remaining Investment Deficit, at a rate per annum, equal to the Default Rate, for each day from the applicable Assignment Date until the date such Defaulting Alternate Investor shall pay its portion of such remaining Investment Deficit in full to such Conduit Investor.

Section 2.4IS SPECIFIED IN SCHEDULE I, WHICH IS INCORPORATED HEREIN BY REFERENCE.

Section 2.5Yield, Fees and Other Costs and Expenses.

Notwithstanding any limitation on recourse herein, the SPV shall pay, as and when due in accordance with this Agreement, all fees hereunder and under the Fee Letters, Yield, all amounts payable pursuant to Article IX, if any, and the Servicing Fees.  On each Settlement Date, to the extent not paid pursuant to Section 2.12 for any reason, the SPV shall pay to each Class Agent, on behalf of the Conduit Investors or the Alternate Investors, as applicable, an amount equal to the accrued and unpaid Yield for the related Rate Period.  Nothing in this Agreement shall limit in any way the obligations of the SPV to pay the amounts set forth in this Section 2.5.

Section 2.6Deemed Collections.

(a)Dilutions.  If on any day the Unpaid Balance of a Receivable is reduced or such Receivable is canceled as a result of any Dilution, the SPV shall be deemed to have received on such day a Collection of such Receivable in the amount of the Unpaid Balance (as determined immediately prior to such Dilution) of such Receivable (if such Receivable is canceled) or, otherwise in the amount of such reduction, and the SPV shall pay to the Servicer an amount equal to such Deemed Collection and such amount shall be applied by the Servicer as a Collection in accordance with Section 2.12.

(b)Breach of Representation or Warranty.  If on any day any of the representations or warranties in Article IV was or becomes untrue with respect to a Receivable (whether on or after the date of transfer thereof to the Agent, for the benefit of the Investors, as contemplated hereunder), the SPV shall be deemed to have received on such day a Collection of such Receivable in full and the SPV shall on such day pay to the Servicer an amount equal to the Unpaid Balance of such Receivable and such amount shall be allocated and applied by the Servicer as a Collection in accordance with Section&nb sp;2.12.

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(c)Any payment by the SPV required to made under this Section 2.6 shall be paid as soon as possible from the SPV’s share of Collections and, in any event, shall become due and payable on the earlier to occur of (i) the next Settlement Date after the obligation to make such payment arises and (ii) the Termination Date.

Section 2.7Reductions in Net Investment; Payments and Computations, Etc.

(a)The SPV may, on any Settlement Date occurring at least the Required Notice Days after the date of the SPV’s notice to the Agent and each Class Agent, reduce all or any portion of the outstanding Net Investment at such time (together with any accrued and unpaid interest thereon at such time and, in connection with a reduction of all of the Net Investment, together with all other Aggregate Unpaids).  Any such reduction shall be accomplished by payment by the SPV to each Class Agent, in reduction of the Net Investment, the related Class Pro Rata Share of the amount of such reduction (t ogether with any accrued and unpaid interest thereon at such time and, in connection with a reduction of all of the Net Investment, together with all other Aggregate Unpaids) (it being understood that neither the Net Investment nor any Class Net Investment shall be deemed reduced by such payment unless and until, and then only to the extent that, such amount is finally paid to the related Class Agent); provided that the amount of such repayment shall not be less than $1,000,000.

(b)All amounts to be paid or deposited by the SPV or the Servicer hereunder shall be paid or deposited in accordance with the terms hereof no later than 12:00 p.m. (noon) (New York City time) on the day when due in immediately available funds; if such amounts are payable to the Agent (whether on behalf of any Investor or otherwise) they shall be paid or deposited in the account indicated under the heading “Payment Information” in Section 11.3, until otherwise notified by the Agent.  The SPV shall, to the extent permitted by Law, pay to the Agent, for the benefit of the Investors, upon demand, interest on all amounts not paid or deposited when due hereunder at a rate equal to the Default Rate.  All computations of Yield and all per annum fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.  Any computations by the Agent of amounts payable by the SPV hereunder shall be binding upon the SPV absent manifest error.

Section 2.8Reports.

By no later than 4:00 p.m. (New York City time) on the 15th day of each calendar month, or if such day is not a Business Day then on the next succeeding Business Day (and, after the occurrence of a Termination Event, within two (2) Business Days after a request from the Agent or any Class Agent) (each, a “Reporting Date”), Servicer shall prepare and forward to the Agent and each Class Agent a Servicer Report, certified by the Originator, the Seller and the Servicer.  Prior to the Closing Date and once a calendar year, the Servicer, at its expense, will cause to be prepared a report by an accounting firm or other firm specializing in due diligence matters, which firm shall be satisfactory to the Agent, setting forth t he results of such firm’s application of the agreed upon procedures set forth on Exhibit J.

The Agent may require the Servicer to prepare more frequent reports.  Upon receipt of such request for more frequent reporting, the Servicer shall provide to the Agent and each Class 

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Agent all reports regarding the Receivables and Collections that are available to the Servicer in accordance with its then current accounts receivable system without the Servicer manually preparing such reports.  The  Agent acknowledges that such additional reports may not include all of the information provided in the monthly Servicer Reports.

Section 2.9Collection Account.

The Agent shall establish in its name on the day of the initial Investment hereunder and shall maintain a segregated account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Agent, on behalf of the Investors.  The Agent shall have exclusive dominion and control over the Collection Account and all monies, instruments and other property from time to time in the Collection Account.  On and after the occurrence of a Termination Event or a Potential Termination Event, the Servicer shall remit within two Business Days of receipt to the Collection Account all Collections received.  Funds on deposit in the Collection Account (other than investment earnings) shall be invested by the Agent, in the name of the Agent, in Eligible Investments that will mature so that such funds will be available so as to permit amounts in the Collection Account to be paid and applied on the next Settlement Date and otherwise in accordance with the provisions of Section 2.12; provided that such funds shall not reduce the Net Investment or accrued Yield hereunder until so applied under Section 2.12.  On each Settlement Date, all interest and earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be applied as Collections in accordance with Section 2.12.  On the Final Payout Date, any funds remaining on deposit in the Collection Account shall be paid to the SPV.

Section 2.10Sharing of Payments, Etc.

If any Investor (for purposes of this Section only, being a “Recipient”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the portion of the Asset Interest owned by it (other than pursuant to the Fee Letter, Section 3.3(b) or Article IX and other than as a result of the differences in the timing of the applications of Collections pursuant to Section 2.12 and other than a result of the different methods for calculating Yield) in excess of its ratable share of payments on account of the Asset Interest obtained by the Investors entitled thereto, such Recipient shall forthwith purchase from the Investors entitled to a share of such amount participations in the portions of the Asset Interest owned by such Persons as shall b e necessary to cause such Recipient to share the excess payment ratably with each such other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered from such Recipient, such purchase from each such other Person shall be rescinded and each such other Person shall repay to the Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery, together with an amount equal to such other Person’s ratable share (according to the proportion of (a) the amount of such other Person’s required payment to (b) the total amount so recovered from the Recipient) of any interest or other amount paid or payable by the Recipient in respect of the total amount so recovered.

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Section 2.11Right of Setoff.

Without in any way limiting the provisions of Section 2.10, each Class Agent and each Investor is hereby authorized (in addition to any other rights it may have) at any time after the occurrence of the Termination Date due to the occurrence of a Termination Event or during the continuance of a Potential Termination Event to set-off, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by such Class Agent or such Investor to, or for the account of, the SPV against the amount of the Aggregate Unpaids owing by the SPV to such Person or to the Agent on behalf of such Person (even if contingent or unmatured).

THE REMAINDER OF ARTICLE II IS SPECIFIED IN SCHEDULE III (SETTLEMENT PROCEDURES), WHICH PROVISIONS ARE INCORPORATED HEREIN BY REFERENCE.

Article III

Additional Alternate Investor Provisions

Section 3.1Assignment to Alternate Investors.

(a)Assignment Amounts.  At any time on or prior to the Commitment Termination Date, if any Class Agent on behalf of the related Conduit Investors so elects, by written notice to the Agent, the SPV hereby irrevocably requests and directs that such Conduit Investors assign, and each Conduit Investor does hereby assign effective on the Assignment Date referred to below, all or such portions as may be elected by such Conduit Investor of, the related Class Net Investment and the Asset Interest at such time to the related Alternate Investors pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b); provided, however, that unless such assignment is an assignment of all of such Class Net Investment, including the portion of the Asset Interest related thereto, in whole on or after the Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 if a Termination Event described in Section 8.1(g) shall then exist; and provided, further, that no such assignment shall take place pursuant to this Section 3.1 at a time when an Event of Bankruptcy with respect to such Conduit Investor exists.  No further documentation or action on the part of the Conduit Investors or the SPV shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by a Class Agent on behalf of the related Conduit Investor to the Agent and the delivery by the related Class Agent of a copy of such notice to each related Alternate Investor (the date of the receipt by the related Class Agent of any such notice being the “Assignment Date”).  Each Alternate Investor hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the related Conduit Investor in immediately available funds to an account designated by the related Class Agent.  Upon payment of its Assignment Amount, such Alternate Investor shall acquire an interest in the related Class Net Investment (and the portion of the Asset Interest related thereto) equal to its pro rata share (based on the outstanding portions of such Class Net Investment funded by it) of the related Class Net Investment.  Upon any assignment in whole by any Conduit Investor to the related Alternate Investors on or after the Conduit

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Investment Termination Date as contemplated hereunder, such Conduit Investor shall cease to make any additional Investments or Reinvestments hereunder.  At all times prior to the Conduit Investment Termination Date, nothing herein shall prevent any Conduit Investor from making a subsequent Investment or Reinvestment hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 or from making more than one assignment pursuant to this Section 3.1.

(b)SPV’s Obligation to Pay Certain Amounts; Additional Assignment Amount.  The SPV shall pay to the related Class Agent, for the account of the related Conduit Investor, in connection with any assignment by such Conduit Investor to the related Alternate Investors pursuant to this Section 3.1, an aggregate amount equal to all Yield to accrue through the end of the current Rate Period to the extent attributable to the portion of the Class Net Investment so assigned to the related Alternate Investors (which Yield shall be determined for such purpose using the CP Rate most recently determined by the related Class Agent) (as determined immediately prior to giving effect to such assignment), plus all other Aggregate Unpaids (other than the Class Net Investment and other than any Yield not described above) related to such Class.  If the SPV fails to make payment of such amounts at or prior to the time of assignment by a Conduit Investor to the related Alternate Investors, such amount shall be paid by the related Alternate Investors (in accordance with their respective Alternate Investor Percentages) to such Conduit Investor as additional consideration for the interests assigned to such Alternate Investors and the amount of the related Class Net Investment shall be increased by an amount equal to the additional amount so paid by the Alternate Investors (which increase shall be allocated pro rata to the Alternate Investors that have funded such amounts, based upon the proportion that the amount funded by each such Alternat e Investor bears to the aggregate of such amounts).  Any payment by the SPV required to made under this Section 3.1(b) shall be paid as soon as possible from the SPV’s share of Collections and, in any event, shall become due and payable on the earlier to occur of (i) the next Settlement Date after the obligation to make such payment arises and (ii) the Termination Date.

(c)Administration of Agreement after Assignment from Conduit Investor to Alternate Investors following the Conduit Investment Termination Date.  After any assignment in whole by a Conduit Investor to the related Alternate Investors pursuant to this Section 3.1 at any time on or after the Conduit Investment Termination Date (and the payment of all amounts owing to such Conduit Investor in connection therewith), all rights of the related Class Agents or the related Collateral Agent set forth herein shall be given to the related Class Agent on behalf of the Alternate Investors in stead of either such party.

(d)[Reserved].

(e)Recovery of Net Investment.  In the event that the aggregate of the Assignment Amounts related to any Class paid by the related Alternate Investors pursuant to this Section 3.1 on any Assignment Date occurring on or after the Conduit Investment Termination Date is less than the portion of the Class Net Investment owned by the related Conduit Investor on such Assignment Date, then to the extent Collections thereafter received by the Agent hereunder in respect of such Class Net Investment exceed the aggregate of the unrecovered Assignment Amounts for such Class and the Class Net Investment funded by the related Alternate Investors (other than any portion thereof attributable to such Assignment Amounts), such excess shall be

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remitted by the related Class Agent to the related Conduit Investor for the account of the related Conduit Investor.

Section 3.2Downgrade of Alternate Investor.

(a)Downgrades Generally.  If at any time on or prior to the Commitment Termination Date, the short term debt rating of any Alternate Investor shall be “A-2” or “P-2” from S&P or Moody’s, respectively, with negative credit implications, such Alternate Investor, upon request of the related Class Agent, shall, within thirty (30) days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2” or “P-2” from S&P or Moody’s, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor and the related Class Agent and subject to Section 3.4.  If the short term debt rating of an Alternate Investor shall be “A-3” or “P-3”, or lower, from S&P or Moody’s, respectively (or such rating shall have been withdrawn by S&P or Moody’s), such Alternate Investor, upon request of the related Class Agent, shall, within five (5) Business Days of such request, assign its rights and obligations hereunder to another financial institution (which institution’s short term debt shall be rated at least “A-2” or “P-2”, from S&P or Moody’s, respectively, and which shall not be so rated with negative credit implications and which is acceptable to the related Conduit Investor and the related Class Agent and subject to Section 3.4).  In either such case, if any such Alternate Investor shall not have assigned its rights and obligations under this Agreement within the applicable time period described above (in either such case, the “Required Downgrade Assignment Period”), the related Class Agent on behalf of the related Conduit Investor shall have the right to require such Alternate Investor to pay upon one (1) Business Day’s notice at any time after the Required Downgrade Assignment Period (and each such Alternate Investor hereby agrees in such event to pay within such time) to such Class Agent an amount equal to such Alternate Investor’s unused Commitment (a “Downgrade Draw”) for deposit by such Class Agent into an account, in the name of such Class Agent (a “Downgrade Collateral Account”), which shall be in satisfaction of such Alternate Investor’s obligations to make Investments and to p ay its Assignment Amount upon an assignment from such Conduit Investor in accordance with Section 3.1; provided, however, that if, during the Required Downgrade Assignment Period, such Alternate Investor delivers a written notice to such Class Agent of its intent to deliver a direct pay irrevocable letter of credit pursuant to this proviso in lieu of the payment required to fund the Downgrade Draw, then such Alternate Investor will not be required to fund such Downgrade Draw.  If any Alternate Investor gives the related Class Agent such notice, then such Alternate Investor shall, within one (1) Business Day after the Required Downgrade Assignment Period, deliver to such Class Agent a direct pay irrevocable letter of credit in favor of such Class Agent in an amount equal to the unused portion of such Alternate Investor’s Commitment, which letter of credit shall be issued through an United States office of a bank or other financial institution (i)&nb sp;whose short-term debt ratings by S&P and Moody’s are at least equal to the ratings assigned by such statistical rating organization to the Commercial Paper of the related Conduit Investor and (ii) that is acceptable to such Conduit Investor and such Class Agent.  Such letter of credit shall provide that the Agent may draw thereon for payment of any Investment or Assignment Amount payable by such Alternate Investor which is not paid hereunder when required, shall expire no earlier than the Commitment Termination Date and shall otherwise be in form and substance acceptable to such Class Agent.

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(b)Application of Funds in Downgrade Collateral Account.  If any Alternate Investor shall be required pursuant to Section 3.2(a) to fund a Downgrade Draw, then the related Class Agent shall apply the monies in the Downgrade Collateral Account applicable to the related Alternate Investor Percentage of the related Class Pro Rata Share of Investments required to be made by the Alternate Investors of the related Class, to any Assignment Amount payable by such Alternate Investor pursuant to Section 3.1 and to any purchase price payable by such Alternate Investor pursuant to Section 3.3(b) at the times, in the manner and subject to the conditions precedent set forth in this Agreement.  The deposit of monies in such Downgrade Collateral Account by such Alternate Investor shall not constitute an Investment or the payment of any Assignment Amount (and such Alternate Investor shall not be entitled to interest on such monies except as provided below in this Section 3.2(b), unless and until (and then only to the extent that) such monies are used to fund Investments or to pay any Assignment Amount or purchase price pursuant to Section 3.3(b) pursuant to the first sentence of this Section 3.2(b).  The amount on deposit in such Downgrade Collateral Account shall be invested by the related Class Agent in Eligible Investments and such Eligible Investments shall be selected by such Class Agent in its sole discretion.  Such Class Agent shall remit to such Alternate Investor, on the last Business Day o f each month, the income actually received thereon.  Unless required to be released as provided below in this subsection, Collections received by such Class Agent in respect of such Alternate Investor’s portion of the related Class Net Investment shall be deposited in the Downgrade Collateral Account for such Alternate Investor.  Amounts on deposit in such Downgrade Collateral Account shall be released to such Alternate Investor (or the stated amount of the letter of credit delivered by such Alternate Investor pursuant to subsection (a) above may be reduced) within one Business Day after each Settlement Date following the Termination Date to the extent that, after giving effect to the distributions made and received by the related Investors on such Settlement Date, the amount on deposit in such Downgrade Collateral Account would exceed the related Alternate Investor Percentage of the related Class Pro Rata Share (determined as of the day prior to the Termination Date ) of the sum of the related Class Net Investment then funded by the related Conduit Investor, plus the related Interest Component.  All amounts remaining in such Downgrade Collateral Account shall be released to such Alternate Investor no later than the Business Day immediately following the earliest of (i) the effective date of any replacement of such Alternate Investor or removal of such Alternate Investor as a party to this Agreement, (ii) the date on which such Alternate Investor shall furnish the related Class Agent with confirmation that such Alternate Investor shall have short-term debt ratings of at least “A-2” or “P-2” from S&P and Moody’s, respectively, without negative credit implications, and (iii) the Commitment Termination Date (or if earlier, the Commitment Termination Date in effect prior to any renewal pursuant to Section 3.3 to which such Alternate Investor does not consent, but only after giving effect to any required purchase pursuant to Section 3.3(b)).  Nothing in this Section 3.2 shall affect or diminish in any way any such downgraded Alternate Investor’s Commitment to the SPV or the related Conduit Investor or such downgraded Alternate Investor’s other obligations and liabilities hereunder and under the other Transaction Documents.

(c)Program Support Agreement Downgrade Provisions.  Notwithstanding the other provisions of this Section 3.2, an Alternate Investor shall not be required to make a Downgrade Draw (or provide for the issuance of a letter of credit in lieu thereof) pursuant to Section 3.2(a) at a time when such Alternate Investor has a downgrade collateral account (or letter of credit in lieu thereof) established pursuant to the Program Support Agreement relating to the transactions

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contemplated by this Agreement to which it is a party in an amount at least equal to its unused Commitment, and the related Class Agent may apply monies in such downgrade collateral account in the manner described in Section 3.3(b) as if such downgrade collateral account were a Downgrade Collateral Account.

Section 3.3Non-Renewing Alternate Investors.

(a)The SPV may request that the Alternate Investors renew their Commitments hereunder by providing written request for renewal to each Alternate Investors no more than 60 days and not less than 45 days prior to the then-current Commitment Termination Date.

(b)If at any time the SPV so requests that the Alternate Investors renew their Commitments hereunder and some but less than all the Alternate Investors consent to such renewal within 15 days prior to the then-current Commitment Termination Date, the SPV may arrange for an assignment to one or more financial institutions of all the rights and obligations hereunder of each such non-consenting Alternate Investor in accordance with Section 11.8.  Any such assignment shall become effective on the then-current Commitment Termination Date.  Each Alternate Investor which does not so consent to any rene wal shall cooperate fully with the SPV in effectuating any such assignment.

(c)If at any time the SPV requests that the Alternate Investors extend the Commitment Termination Date hereunder and some but less than all the Alternate Investors consent to such extension within 15 days prior to the then-current Commitment Termination Date, and if none or less than all the Commitments of the non-renewing Alternate Investors are assigned as provided in Section 3.3(b), then (without limiting the obligations of all the Alternate Investors to make Investments and pay any Assignment Amount prior to the Commitment Termination Date in accordance with the terms hereof) any related Condui t Investor may sell an interest in the portion of the related Class Net Investment funded by it (including the related interest in the Asset Interest) for an aggregate purchase price equal to the lesser of (i) the maximum aggregate Assignment Amounts which would be payable if such Conduit Investor assigned its entire interest in the Asset Interest at that time under Section 3.1, and (ii) the aggregate unused Commitments of the non-renewing Alternate Investors in such Class, which purchase price shall be paid solely by such non-renewing Alternate Investors, pro rata according to their respective Commitments.  Following the payment of such purchase price, (i) the extended Commitment Termination Date shall be effective with respect to the renewing Alternate Investors, (ii) the related Class Facility Limit shall automatically be reduced by the aggregate of the Commitments of all non-renewing Alternate Investors (it be ing understood that amounts necessary to reduce the related Class Facility Limit shall be payable solely in accordance with Section 2.12 and shall not be an immediate payment obligation of the SPV) and (iii) this Agreement and the Commitments of the renewing Alternate Investors shall remain in effect in accordance with their terms notwithstanding the expiration of the Commitments of the non-renewing Alternate Investors.  Prior to the Termination Date, all amounts which, under Section 2.12 are to be applied in reduction of the related Class Net Investment, up to the aggregate Class Net Investment sold to the non-renewing Alternate Investors as described above in this subsection, shall be distributed to the non-renewing Alternate Investors ratably according to the aggregate Investments held by them, in reduction of such Investments.  On and after the Termination Date, each non-renewing Alternate Investor shall be entitled to receive distributions

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as otherwise provided in Section 2.12, such that all distributions of Collections pursuant to Section 2.12 thereafter shall be allocated among the non-renewing Alternate Investors and the other Alternate Investors in accordance with each such Alternate Investor’s pro rata share (based on the portion of the Net Investment funded by it as of the Termination Date) of the Alternate Investor Percentage of the related Class Net Investment.  When (after the expiration of the Commitments of the non-renewing Alternate Investors) the aggregate of the Investments described above in this subsection shall have been reduced to zero and all accrued Yield allocable thereto and all other Aggregate Unpaids owing to such non-renewing Alternate Investors shall have been paid to such Alternate Investors in full, then such non - -renewing Alternate Investors shall cease to be parties to this Agreement for any purpose.

Section 3.4New Alternate Investors and Liquidity Banks.

Notwithstanding anything to the contrary herein contained, (i) any Alternate Investor may assign any portion or all of its Commitment and its investment in the related Class Net Investment to any other Person, (ii) any Liquidity Bank may assign any portion or all of its commitment under its Liquidity Agreement and its investment in the related Class Net Investment to any other Person and (iii) each Conduit Investor may add new Liquidity Banks to its Liquidity Agreement relating to the Transactions contemplated hereby; provided, however, in the case of clauses (i), (ii) and (iii) if such assignment or addition occurs prior to the occurrence of any Termination Event, and the assignee or new Liquidity Bank is not at the time a party to this Agreement, the consent of the SPV to such assignment shall be required (such consent not to be unreasonably withheld or delayed); provided, however, such consent of the SPV shall not be required in the case of an assignment to Bank of America or an Affiliate of  Bank of America or to PNC Bank or an Affiliate of PNC Bank (or, for the avoidance of doubt, in the case of a sale of a participation interest that does not affect the rights or obligations of such Alternate Investor hereunder and does not permit such participant to vote on any matters hereunder).

Article IV

Representations and Warranties

Section 4.1Representations and Warranties of the Originator, the SPV, the Seller and the Servicer.

Each of the Originator, the SPV, the Seller and the Servicer represents and warrants to the Agent, the Class Agents and the Investors, as to itself, that, on the Closing Date and on each Investment Date and Reinvestment Date:

(a)Corporate Existence and Power.  It (i) is duly organized, validly existing and in good standing under the laws of Illinois, which, in each case is its sole jurisdiction of formation, (ii) has all corporate power and all licenses, authorizations, consents and approvals of all Official Bodies required to carry on its business in each jurisdiction in which its business is now and proposed to be conducted (except where the failure to have any such licenses, authorizations, consents and approvals would not individually or in the aggregate have a Material Adverse Effect) and (iii) is du ly qualified to do business and is in good standing in every other

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jurisdiction in which the nature of its business requires it to be so qualified, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

(b)Corporate and Governmental Authorization; Contravention.  The execution, delivery and performance by it of this Agreement and the other Transaction Documents to which it is a party are (i) within the its organizational powers, (ii) have been duly authorized by all necessary organizational action, (iii) require no action by or in respect of, or filing with, any Official Body or official thereof (except as contemplated by Sections 5.1(f), 5.1(g) and 7.7, all of which have been (or as of the Closing Date will have been) duly made and in full force and effect), (iv ) do not contravene or constitute a default under (A) its organizational documents, (B) any Law applicable to it, (C) any contractual restriction binding on or affecting it or its property or (D) any order, writ, judgment, award, injunction, decree or other instrument binding on or affecting it or its property, or (v) result in the creation or imposition of any Adverse Claim upon or with respect to its property or the property of any of its Subsidiaries (except as contemplated hereby), for purposes of clause (iv) hereof except (other than with respect to the SPV) to the extent such failure would not be reasonably expected to have a Material Adverse Effect.

(c)Binding Effect.  Each of this Agreement and the other Transaction Documents to which it is a party has been duly executed and delivered and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally.

(d)Perfection.  In the case of the SPV, it is the owner of all of the Receivables and other Affected Assets, free and clear of all Adverse Claims (other than any Adverse Claim arising hereunder) and upon the making of the initial Investment on the Closing Date and at all times thereafter until the Final Payout Date, all financing statements and other documents required to be recorded or filed in order to perfect and protect the interest of the Agent on behalf of the Investors in the Asset Interest against all creditors of and purchasers from the SPV and the Originator will have been duly filed in each fi ling office necessary for such purpose and all filing fees and taxes, if any, payable in connection with such filings shall have been paid in full.

(e)Accuracy of Information.  All information heretofore furnished by it (including the Servicer Reports, any other reports delivered pursuant to Section 2.8 and its financial statements) to any Investor, any Class Agent or the Agent for purposes of or in connection with this Agreement or any transaction contemplated hereby, taken as a whole, is, and all such information hereafter furnished by it to any Investor, any Class Agent or the Agent will be, true, complete and accurate in every material respect, on the date such information is stated or certified, and no such item cont ains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

(f)Tax Status.  It has (i) timely filed all tax returns (federal, state and local) required to be filed, (ii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges except with respect to the Originator, the Seller and the Servicer, in the case of clauses (i) and (ii), for taxes which are being contested in good faith and for which appropriate reserves are maintained in accordance with GAAP and (iii) in the case of the SPV,

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accounted for the sale of the Asset Interest hereunder, in its books and financial statements as sales, consistent with GAAP (except to the extent that the SPV is consolidated for financial accounting purposes with the Seller or its Affiliates).

(g)Action, Suits.  The SPV is not in violation of any order of any Official Body or arbitrator.  The Originator, the Seller and the Servicer are not in violation of any order of any Official Body or arbitrator, except where such violation would not be reasonably expected to have a Material Adverse Effect.  Except as set forth in Schedule 4.1(g), there are no actions, suits, litigation or proceedings pending, or to its knowledge, threatened, against or affecting it or any of its Affiliates or their respective properties, in or before any Official Body or arbitrator, which may, individuall y or in the aggregate, have a Material Adverse Effect.

(h)Use of Proceeds.  In the case of the SPV, the Seller and the Originator, no proceeds of any Investment or Reinvestment will be used by it (i) to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, (ii) to acquire any equity security of a class which is registered pursuant to Section 12 of such act or (iii) for any other purpose that violates applicable Law, including Regulations U or X of the Federal Reserve Board.

(i)Principal Place of Business; Chief Executive Office; Location of Records.  Its principal place of business, chief executive office and the offices where it keeps all its Records, are located at the address(es) described on Schedule 4.1(i) or such other locations notified to the Conduit Investors in accordance with Section 7.7 in jurisdictions where all action required by Section 7.7 has been taken and completed.

(j)Subsidiaries; Tradenames, Etc.  In the case of the SPV, as of the Closing Date:  (i) it has only the Subsidiaries and divisions listed on Schedule 4.1(j); and (ii) it has, within the last five (5) years, operated only under the tradenames identified in Schedule 4.1(j), and, within the last five (5) years, has not changed its name, merged with or into or consolidated with any other Person or been the subject of any proceeding under the Bankruptcy Code, except as disclosed in Schedule 4.1(j).  Schedule 4.1(j) also lis ts the correct Federal Employer Identification Number of the SPV.

(k)Good Title.  In the case of the SPV, upon each Investment and Reinvestment, the Agent shall acquire a valid and enforceable perfected first priority ownership interest or a first priority perfected security interest in each Receivable and all other Affected Assets that exist on the date of such Investment or Reinvestment, with respect thereto, free and clear of any Adverse Claim.  In the case of the Seller, upon each transfer to the SPV pursuant to the terms of the Second Tier Agreement, the SPV shall acquire a valid and enforceable perfected first priority ownership interest in each Receiv able and all other Affected Assets that exist on the date of such transfer, with respect thereto, free and clear of any Adverse Claim.  In the case of the Originator, upon each transfer to the Seller pursuant to the terms of the First Tier Agreement, the Seller shall acquire a valid and enforceable perfected first priority ownership interest in each Receivable and all other Affected Assets that exist on the date of such transfer, with respect thereto, free and clear of any Adverse Claim.

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(l)Nature of Receivables.  Each Receivable (i) represented by it to be an Eligible Receivable in any Servicer Report or other report delivered pursuant to Section 2.8 or (ii)included in the calculation of the Net Pool Balance in fact satisfies at such time the definition of “Eligible Receivable” set forth herein.

(m)Coverage Requirement.  In the case of the SPV, the sum of (i) the Net Investment and (ii) the Required Reserves does not exceed the Net Pool Balance.

(n)Credit and Collection Policy.  Since February 2, 2009, there have been no material changes in the Credit and Collection Policy other than in accordance with this Agreement.  It has at all times complied with the Credit and Collection Policy in all material respects with regard to each Receivable.

(o)No Termination Event or Potential Termination Event.  In the case of the SPV, no event has occurred and is continuing and no condition exists, or would result from any Investment or Reinvestment or from the application of the proceeds therefrom, which constitutes a Termination Event or a Potential Termination Event.

(p)Not an Investment Company or Holding Company.  It is not, and is not controlled by, an “investment company” within the meaning of the Investment Company Act of 1940, or is exempt from all provisions of such act.

(q)ERISA.  Each employee benefit plan sponsored, maintained or contributed to by the SPV, the Originator or any ERISA Affiliate which plan is tax qualified under Section 401(a) of the Code is in compliance in all respects with the applicable provisions of ERISA, the Code and any regulations and published interpretations thereunder or, if not, any such non-compliance does not have a Material Adverse Effect.  Neither the SPV nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability to the Pension Benefit Guaranty Corporation under Title IV of ERISA with respect to a ny Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA) that would have a Material Adverse Effect. Neither the SPV nor any ERISA Affiliate sponsors, maintains,  makes contributions to, is obligated to make contributions to, or, during the preceding six (6) plan years, has made or been obligated to make contributions to, a Multiemployer Plan.

(r)Blocked Accounts.  The names and addresses of all the Blocked Account Banks, together with the account numbers of the Blocked Accounts at such Blocked Account Banks, are specified in Schedule 4.1(r) (or at such other Blocked Account Banks and/or with such other Blocked Accounts as have been notified to the Class Agents and the Collateral Agent and for which Blocked Account Agreements have been executed in accordance with Section 7.3 and delivered to the Agent).  All Blocked Accounts not maintained at, and in the name of the Agent, are subject to Bloc ked Account Agreements.  All Obligors have been instructed to make payment to a Blocked Account and only Collections are deposited into the Blocked Accounts.

(s)Bulk Sales.  In the case of the SPV, no transaction contemplated hereby or by the Second Tier Agreement requires compliance with any bulk sales act or similar law.

(t)Transfers Under First Tier Agreement.  In the case of the Seller (except for the Receivables acquired by the Seller in respect of the termination of the existing receivables

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securitization on or prior to the date of the initial funding hereunder), each Receivable has been purchased by it from the Originator pursuant to, and in accordance with, the terms of the First Tier Agreement.

(u)Transfers Under Second Tier Agreement.  In the case of the SPV, each Receivable has been purchased by it from the Seller pursuant to, and in accordance with, the terms of the Second Tier Agreement.

(v)Fair Value By SPV.  In the case of the SPV, it shall have given reasonably equivalent value to the Seller in consideration for the transfer to it of the Affected Assets from the Seller, and each such transfer shall not have been made for or on account of an antecedent debt owed by the Seller to it and no such transfer is or may be voidable under any section of the Bankruptcy Code.

(w)Fair Value By Seller.  In the case of the Seller, it shall have given reasonably equivalent value to the Originator in consideration for the transfer to it of the Affected Assets from the Originator, and each such transfer shall not have been made for or on account of an antecedent debt owed by the Originator to it and no such transfer is or may be voidable under any section of the Bankruptcy Code.

(x)Nonconsolidation.  The SPV is operated in such a manner that the separate corporate existence of the SPV, on the one hand, and the Originator or any Affiliate thereof, on the other, would not be disregarded in the event of the bankruptcy or insolvency of the Originator or any Affiliate thereof and, without limiting the generality of the foregoing:

(i)the SPV is a limited purpose entity whose activities are restricted in its limited liability company agreement to activities related to purchasing or otherwise acquiring receivables (including the Receivables) and related assets and rights and conducting any related or incidental business or activities it deems necessary or appropriate to carry out its primary purpose, including entering into agreements like the Transaction Documents;

(ii)the SPV has not engaged, and does not presently engage, in any activity other than those activities expressly permitted hereunder and under the other Transaction Documents, nor has the SPV entered into any agreement other than this Agreement, the other Transaction Documents to which it is a party, and with the prior written consent of the Investors and the Agent, any other agreement necessary to carry out more effectively the provisions and purposes hereof or thereof;

(iii)(A) the SPV maintains its own deposit account or accounts, separate from those of any of its Affiliates, with commercial banking institutions, (B) the funds of the SPV are not and have not been diverted to any other Person or for other than the corporate use of the SPV and (C) except as may be expressly permitted by this Agreement, the funds of the SPV are not and have not been commingled with those of any of its Affiliates;

(iv)to the extent that the SPV contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of

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any other Person, the costs incurred in so doing are fairly allocated to or among the SPV and such entities for whose benefit the goods and services are provided, and each of the SPV and each such entity bears its fair share of such costs; and  all material transactions between the SPV and any of its Affiliates shall be only on an arm’s-length basis;

(v)the SPV maintains a principal executive and administrative office through which its business is conducted and a telephone number and stationery through which all business correspondence and communication are conducted, in each case separate from those of the Originator and its Affiliates (provided it may be within the same offices as the Originator and its Affiliates);

(vi)the SPV conducts its affairs strictly in accordance with its organizational documents and observes all necessary, appropriate and customary corporate formalities, including (A) holding all regular and special members’ and managers’ meetings appropriate to authorize all corporate action, (B) keeping separate and accurate minutes of such meetings, (C) passing all resolutions or consents necessary to authorize actions taken or to be taken, and (D) maintaining accurate and separate books, records and accounts, including intercompany transaction accounts;

(vii)all decisions with respect to its business and daily operations are independently made by the SPV (although the officer making any particular decision may also be an employee, officer or director of an Affiliate of the SPV) and are not dictated by any Affiliate of the SPV (it being understood that the Servicer, which is an Affiliate of the SPV, will undertake and perform all of the operations, functions and obligations of it set forth herein and it may appoint Sub-Servicers, which may be Affiliates of the SPV, to perform certain of such operations, functions and obligations);

(viii)the SPV acts solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the SPV shall be appointed to act as its agent, except as expressly contemplated by this Agreement;

(ix)no Affiliate of the SPV advances funds to the SPV, other than as is otherwise provided herein or in the other Transaction Documents, and no Affiliate of the SPV otherwise supplies funds to, or guaranties debts of, the SPV; provided, however, that an Affiliate of the SPV may provide funds to the SPV in connection with the capitalization of the SPV;

(x)other than organizational expenses and as expressly provided herein, the SPV pays all expenses, indebtedness and other obligations incurred by it;

(xi)the SPV does not guarantee, and is not otherwise liable, with respect to any obligation of any of its Affiliates;

(xii)any financial reports required of the SPV comply with generally accepted accounting principles and are issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates;

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(xiii)at all times the SPV is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation;

(xiv)the financial statements and books and records of the SPV and the Originator reflect the separate corporate existence of the SPV;

(xv)the SPV does not act as agent for the Originator or any Affiliate thereof, but instead presents itself to the public as a corporation separate from each such member and independently engaged in the business of purchasing and financing Receivables;

(xvi)the SPV maintains a three-person board of managers, including at least one independent manager, who has never been, and shall at no time be a stockholder, member, manager, officer, employee or associate, or any relative of the foregoing, of the Originator or any Affiliate thereof (other than the SPV and any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of the Originator or any Affiliate thereof), all as provided in its certificate or articles of incorporation, and is otherwise reasonably acceptable to the Investors and the Agent; and

(xvii)the limited liability company agreement of the SPV requires the affirmative vote of its independent manager before a voluntary petition under Section 301 of the Bankruptcy Code may be filed by the SPV, and requires the SPV to maintain correct and complete books and records of account and minutes of the meetings and other proceedings of its member and board of managers.

(y)Solvency. In the case of the SPV, on the date of any Investment or Reinvestment,  the SPV is solvent before and after giving effect to such Investment or Reinvestment.

(z)Receivables Purchase Facility.  (i) The transactions contemplated by the Transaction Documents constitute a “Receivables Purchase Facility” (as defined in the Revolving Credit Agreement and the Master Note Purchase Agreement, as such documents are in effect on each date as of which this representation is made) and is permitted under the Revolving Credit Agreement and the Master Note Purchase Agreement, as such documents are in effect on the date as of which this representation is made and (ii) it has not entered into any additional Receivables Purchase Facilities (as de fined in the Revolving Credit Agreement and the Master Note Purchase Agreement, as such documents are in effect on the date as of which this representation is made).

(aa)Notice of Amendment to Existing Credit Documents.  It shall provide copies of  any proposed  amendments, modifications or supplements to the Revolving Credit Agreement, Master Note Purchase Agreement, Intercreditor Agreement and Pledge Agreement to the Agent. Upon receipt thereof, the Agent shall have 15 days to notify the SPV and the Servicer if it reasonably believes that any such amendment or supplement would adversely affect rights of it, any Purchaser Agent, or any Investor or cause a breach of any representation, warranty or other term or provision hereof.

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(bb)Disclosure of the Transaction.  The Performance Guarantor, the Originator, the Seller and SPV each make the representations set forth in Schedule 4.1 (bb) applicable to it which are incorporated herein by reference.

(cc)Representations and Warranties in other Related Documents.  In the case of the SPV, each of the representations and warranties made by it contained in the Transaction Documents (other than this Agreement) is true, complete and correct in all respects and it hereby makes each such representation and warranty to, and for the benefit of, the Agent, the Class Agents and the Investors as if the same were set forth in full herein.

(dd)No Servicer Default.  In the case of the Servicer, no event has occurred and is continuing and no condition exists, or would result from a purchase in respect of, or Reinvestment in respect of the Asset Interest, any Investment or from the application of the proceeds therefrom, which constitutes a Servicer Default.

Section 4.2Additional Representations and Warranties of the Servicer.

The Servicer represents and warrants on the Closing Date and on each Investment Date and Reinvestment Date to the Agent, the Class Agents and the Investors, which representation and warranty shall survive the execution and delivery of this Agreement, that each of the representations and warranties of the Servicer (whether made by the Servicer in its capacity as the Seller or as the Servicer) contained in any Transaction Document is true, complete and correct on such date (unless such statement specifically applies to an earlier date) and, if made by the Servicer in its capacity as the Seller or other applicable capacity, applies with equal force to the Servicer in its capacity as the Servicer, and the Servicer hereby makes each such representation and warranty to, and for the benefit of, the Agent, the Class Agents and the Investors as if the same were set forth in full herein.

Article V

Conditions Precedent

Section 5.1Conditions Precedent to Closing.

The occurrence of the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions precedent that (i) the SPV or the Originator shall have paid in full (A) all amounts required to be paid by either of them on or prior to the Closing Date pursuant to the Fee Letter and (B) the fees and expenses described in clause (i) of Section 9.4 and invoiced prior to the Closing Date, and (ii) the Agent shall have received, for itself and each of the Investors and the Agent’s counsel, an original (unless otherwise indicated) of each of the following documents, each in form and substance satisfactory to the Agent.

(a)A duly executed counterpart of this Agreement, the First Tier Agreement, the Second Tier Agreement, the Fee Letter and each of the other Transaction Documents executed by the Originator, the SPV, the Seller and the Servicer, as applicable.

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(b)A certificate, substantially in the form of Exhibit G, of the secretary or assistant secretary of the SPV, certifying and (in the case of clauses (i) through (iii)) attaching as exhibits thereto, among other things:

(i)the articles of incorporation, charter or other organizing document (including a limited liability company agreement, if applicable) of the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor (certified by the Secretary of State or other similar official of the respective jurisdiction of incorporation or organization, as applicable, as of a recent date);

(ii)resolutions of the board of managers or other governing body of the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents to be delivered by the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents, if applicable) and government approvals, if any; and

(iii)the incumbency, authority and signature of each officer of the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on behalf of the SPV, the Servicer, the Seller, the Originator and the Performance Guarantor.

(c)A certificate, substantially in the form of Exhibit H of the secretary or assistant secretary of the Originator, the Servicer, the Seller and the Performance Guarantor certifying and (in the case of clauses (i) through (iii)) attaching as exhibits thereto, among other things:

(i)the articles of incorporation, certificate of formation, charter or other organizing document (including a limited liability company agreement, if applicable) of the Originator, the Servicer, the Seller and the Performance Guarantor (certified by the Secretary of State or other similar official of its respective jurisdiction of incorporation or organization, as applicable, as of a recent date);

(ii)the by-laws and/or operating agreement of the Originator, the Servicer, the Seller and the Performance Guarantor;

(iii)resolutions of the board of directors or managers or other governing body of the Originator, the Servicer, the Seller and the Performance Guarantor authorizing the execution, delivery and performance by it of this Agreement and the other Transaction Documents to be delivered by it hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and

(iv)the incumbency, authority and signature of each officer of the Originator, the Servicer, the Seller and the Performance Guarantor executing the Transaction Documents or any certificates or other documents delivered hereunder or thereunder on its behalf.

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(d)A good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the other Transaction Documents, in each case, dated as of a recent date.

(e)A good standing certificate for each of the Originator, the Servicer and the Seller  issued by the Secretary of State or a similar official of its jurisdiction of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the other Transaction Documents, in each case, dated as of a recent date.

(f)Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming the SPV, as debtor, in favor of the Agent, as secured party, for the benefit of the Investors or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Agent’s ownership or security interest in all Receivables and the other Affected Assets.

(g)Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), filed on or before the initial Investment naming the Originator, as the debtor, in favor of the SPV, as secured party, and the Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets.

(h)Acknowledgment copies or other evidence of filing acceptable to the Agent of proper financing statements (Form UCC-1), filed on or before the initial Investment naming the Seller, as the debtor, in favor of the SPV, as secured party, and the Agent, for the benefit of the Investors, as assignee, or other similar instruments or documents as may be necessary or in the reasonable opinion of the Agent desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other Affected Assets.

(i)Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by SPV.

(j)Copies of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other Affected Assets previously granted by the Originator.

(k)Certified copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Agent) dated a date reasonably near

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the date of the initial Investment listing all effective financing statements which name the SPV, the Seller or the Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Agent may reasonably request together with copies of such financing statements (none of which shall cover any Receivables, other Affected Assets or Contracts unless such filings have been terminated or released pursuant to paragraphs (i) or (j) above or unless such Receivables, other Affected Assets or Contracts have been released under the terms of the related agreement as contemplated in Section 4.1(z) above), and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, showing no such liens on any of the Receivables, other Affected Assets or Contracts.

(l)Executed copies of the Blocked Account Agreements relating to each of the Blocked Accounts.

(m)[Reserved].

(n)(i) A favorable opinion of Mayer Brown LLP, special counsel to the SPV, the Seller, the Servicer, the Performance Guarantor and the Originator, covering the matters set forth in Exhibit I, including non-contravention as to the material agreements (including the Revolving Credit Agreement and the Master Note Purchase Agreement and all related documents), the creation, attachment, perfection and priority of the interests created pursuant to each of the First Tier Agreement, the Second Tier Agreement, and this Agreement, the enforceability of each of the Transaction Documents against each of the Ori ginator, the Seller, the SPV and the Performance Guarantor and as to such other matters as the Agent may reasonably request and (ii) a favorable opinion of the general counsel to the Originator covering certain corporate matters, each of the foregoing to be in form and substance acceptable to the Agent.

(o)A favorable opinion of Mayer Brown LLP, special counsel to the SPV, the Seller, the Performance Guarantor and the Originator, covering certain bankruptcy and insolvency matters i.e.  “true sale” and nonconsolidation in form and substance satisfactory to the Agent and Agent’s counsel.

(p)[Reserved].

(q)Satisfactory results of a review and audit of the Originator’s collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of the Originator’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and Second Tier Agreement and a written outside audit report of a nationally-recognized accounting firm as to such matters.

(r)A Servicer Report as of January 31, 2009 showing the calculation of the Net Investment, each Class Net Investment and Required Reserves after giving effect to the initial Investment.

(s)Evidence of the appointment of CT Corporation Systems as agent for process as required by Section 11.4.

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(t)[Reserved].

(u)Evidence of the termination of the existing receivables securitization facility and the release of all liens related thereto.

(v)Such other approvals, documents, instruments, certificates and opinions as the Agent, any Class Agent or any Investor, may reasonably request.

Section 5.2Conditions Precedent to All Investments and Reinvestments.

Each Investment and Reinvestment hereunder (including the initial Investment) shall be subject to the conditions precedent that (a) the Closing Date shall have occurred, (b) if the Agent shall have requested, in accordance with any provision of this Agreement, any additional information, report, document or filing, it has received such information, report or document or such filing as been made, and (c) on the date of such Investment and Reinvestment the following statements shall be true (and the SPV by accepting the amount of such Investment or Reinvestment shall be deemed to have certified that):

(i)The representations and warranties contained in Sections 4.1 and 4.2 are true, complete and correct on and as of such day as though made on and as of such day and shall be deemed to have been made on such day,

(ii)In the case of a Reinvestment, the amount of the Reinvestment will not exceed the amount available therefor under Section 2.12, and in the case of an Investment, the amount of such Investment will not exceed the amount available therefor under Section 2.2 and after giving effect thereto, the sum of the Net Investment and Required Reserves will not exceed the Net Pool Balance,

(iii)In the case of an Investment, the Agent shall have received an Investment Request, appropriately completed, within the time period required by Section 2.3,

(iv)In the case of an Investment, the Agent shall have received a Servicer Report dated no more than 31 days (or such other date at the Agent’s request) prior to the proposed Investment Date and the information set forth therein shall be true, complete and correct,

(v)The Termination Date has not occurred,

(vi)No Termination Event or Potential Termination Event has occurred or has not been waived by the Agent,

(vii)The three-month average Trigger Delinquency Ratio does not exceed 5.50%,

(viii)The three-month average Trigger Default Ratio does not exceed 1.75%,

(ix)The three-month average Trigger Dilution Ratio has not exceeded 7.50%,

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(x)The Days Sales Outstanding does not equal or exceed 50 days, and

(xi)Any challenge by any of the parties to the Revolving Credit Agreement or the Master Note Purchase Agreement that the transactions contemplated by the Transaction Documents are not a Receivable Purchase Facility (as defined in the Revolving Credit Agreement or the Master Note Purchase Agreement, as such document is in effect on the date as of the date of this Agreement) or are not permitted under the Revolving Credit Agreement or the Master Note Purchase Agreement, as such document is in effect on the date as of which this representation is made.

No Investments or Reinvestments shall be made until all of the above conditions have been satisfied or waived by each Class Agent and, if the conditions to the continued Investment or Reinvestment that were not satisfied include those set forth in any of the clauses (vii), (viii), (ix) or (x) then a new Servicer Report has been received by the Class Agents, which Servicer Report indicates that such conditions have been satisfied.  Following the occurrence and continuance of a failure to satisfy one or more of the above conditions, the Collections received shall be applied on the next Settlement Date in accordance with the provisions of Section 2.12; provided, however, that solely during the failure to satisfy the conditions set forth in clauses (vii), (viii) and (ix) of this Section 5.2 (and for as long as such ratios have not exceeded the respective levels set forth in the Termination Events therefor), once a Servicer Report has been received by each of the Class Agents indicating that the Net Investment has been reduced to or below $50,000,000, Investments and Reinvestments shall resume (such period of time being an “Exception Funding Period”) to the extent that (1) the Net Investment does not exceed $50,000,000 and (2) all other conditions (other than clauses (vii), (viii) and (ix) of this Section 5.2) to such Investment or Reinvestment are satisfied; provided, further, that no Investments or Reinvestments shall be made during an Exception Funding Period unless (x) all representations and warranties are true and correct and (y) the Servicer has delivered a Servicer Report (as of the date reporting period covered by such report) showing that after giving effect to such requested Investment or Reinvestment, the sum of the Net Investment and the Required Reserves do not exceed the Net Pool Balance (as of the date reporting period covered by such report).

Any Exception Funding Period shall terminate upon delivery to each Class Agent by the Servicer of a Servicer Report evidencing that the conditions described in clauses (vii), (viii) and (ix) of this Section 5.2 have been satisfied.

Article VI

Covenants

Section 6.1Affirmative Covenants of the SPV and Servicer.

At all times from the date hereof to the Final Payout Date, unless the Class Agents shall otherwise consent in writing:

(a)Reporting Requirements.  The SPV and the Performance Guarantor shall maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish to the Agent and each Class Agent:

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(i)Annual Reporting.

(a) Within ninety (90) days after the close of the SPV’s and the Performance Guarantor’s fiscal years, audited financial statements, prepared by in accordance with GAAP on a consolidated basis for (A) the SPV and (B) for the Performance Guarantor and its Subsidiaries, in each case, including balance sheets as of the end of such period, related statements of operations, shareholder’s equity and cash flows, accompanied by an unqualified audit report certified by independent registered public accountants of national or regional recognition, acceptable to the Agent, prepared in accordance with GAAP and by a certificate of said accountants that, in the course of the foregoing, they have obtained no knowledge of any Termination Event or Potential Termination Event, or if, in the opinion of such accountants, any Termination Event or Potential Ter mination Event shall exist, stating the nature and status thereof, and

(b)  Within one hundred twenty-five (125) days after the close of the Seller and the Servicer fiscal years, financial statements, prepared in accordance with GAAP on a consolidated basis for the Seller and the Servicer, in each case, including balance sheets as of the end of such period, related statements of operations, shareholder’s equity and cash flows, all certified by an appropriate Responsible Officer and a certificate of a Responsible Officer that, in the course of the foregoing, they have obtained no knowledge of any Termination Event or Potential Termination Event, or if, in the opinion of such Responsible Officer, any Termination Event or Potential Termination Event shall exist, stating the nature and status thereof;

(ii)Quarterly Reporting.  Within forty-five (45) days after the close of the first three quarterly periods of each of the SPV’s, the Seller’s, the Servicer’s and the Performance Guarantor’s fiscal years, for (A) the SPV, the Seller and the Servicer and (B) for Performance Guarantor and its Subsidiaries, in each case, consolidated unaudited balance sheets as at the close of each such period and consolidated related statements of operations, shareholder’s equity and cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by its chief financial officer. Each such report by the Performance Guarantor shall include a certification that it and its Affiliates are in compliance with all financial covenants under the Revolving Credit Agreement and shall include calculations in reasonable detail evidencing such compliance.

(iii)Compliance Certificate.  Together with the financial statements required hereunder, a compliance certificate in substantially the form set forth on Exhibit K signed by the SPV’s or the Performance Guarantor’s, as applicable, chief financial officer stating that (A) the attached financial statements have been prepared in accordance with GAAP and accurately reflect the financial condition of the SPV or the Performance Guarantor and its Subsidiaries as applicable (which in the case of quarterly financial statements may be subject to normal year-end audit adjustments) and (B) to the best of such Person’s knowledge, no Termination Event or Potential Termination Event exists, or if any Termination Event or Potential Termination Event exists, stating the nature and status thereof.

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(iv)Shareholders Statements and Reports.  Promptly upon the furnishing thereof to the shareholders of the SPV, the Originator or the Performance Guarantor, copies of all financial statements, reports and proxy statements so furnished.

(v)SEC Filings.  Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Originator or any Subsidiary of the Originator or the Performance Guarantor or such Person files with the Securities and Exchange Commission.

(vi)Notice of Termination Events or Potential Termination Events; Etc.  (A) as soon as possible and in any event within two (2) Business Days after the occurrence of each Termination Event or Potential Termination Event, a statement of a Responsible Officer of the SPV setting forth details of such Termination Event or Potential Termination Event and the action which the SPV proposes to take with respect thereto, which information shall be updated promptly from time to time; (B) promptly after the SPV obtains knowledge thereof, notice of any litigation, investigation or proceeding that may exist at any time between the SPV and any Person that could reasonably be expected to result in a Material Adverse Effect or any litigation or proceeding relating to any Transaction Document; and (C) promptly after the occurrence thereof, notice of a Material Adverse Effect.

(vii)Change in Credit and Collection Policy and Debt Ratings.  Within ten (10) Business Days after the date any material change in or amendment to the Credit and Collection Policy is made, a copy of the Credit and Collection Policy then in effect indicating such change or amendment.  Within five (5) days after the date of any change in the Servicer’s, the Seller’s, the Originator’s or the Performance Guarantor’s public or private debt ratings by any Rating Agency, if any, a written certification of the SPV’s or the Originator’s and private debt ratings after giving effect to any such change .

(viii)Credit and Collection Policy.  Within ninety (90) days after the close of each of the Originator’s and the SPV’s fiscal years, a complete copy of the Credit and Collection Policy then in effect.

(ix)ERISA.  Promptly after the filing, giving or receiving thereof, copies of all reports and notices with respect to any Reportable Event pertaining to any Pension Plan and copies of any notice by any Person of its intent to terminate any Pension Plan, and promptly upon the occurrence thereof, written notice of any contribution failure with respect to any Pension Plan sufficient to give rise to a lien under Section 302(f) of ERISA.

(x)Change in Accountants or Accounting Policy.  Promptly, notice of any change in the accountants or any material change (other than as a result of the application of a change in standards by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants) in accounting policy of either the SPV or the Performance Guarantor.

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(xi)Agreed Upon Procedures.  No later than 60 days prior to November 23rd of each calendar year, the Servicer, at its expense, will cause to be prepared a report prepared by a firm satisfactory to the Agent setting forth the results of such firm’s application of the agreed upon procedures set forth on Exhibit J.

(xii)Other Information.  Such other information (including non-financial information) as the Agent or any Class Agent may from time to time reasonably request with respect to the Originator, the SPV, the Seller or the Performance Guarantor.

(b)Conduct of Business; Ownership.  Each of the SPV and the Servicer shall carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and do all things necessary to remain duly organized, validly existing and in good standing as a domestic limited liability company in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted.  The SPV shall at all times be a wholly-owned Subsidiary of the Seller.

(c)Compliance with Laws, Etc.  Each of the SPV and the Servicer shall comply in all material respects with all Laws to which it or its respective properties may be subject and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges.

(d)Furnishing of Information and Inspection of Records.  Each of the SPV and the Servicer shall furnish to the Agent from time to time such information with respect to the Affected Assets as the Agent may reasonably request, including listings identifying the Obligor and the Unpaid Balance for each Receivable available to the Servicer in accordance with its then current accounts receivable system without the Servicer manually preparing such reports.  Each of the SPV and the Servicer shall, at any time and from time to time during regular business hours, as reasonably requested  with reasonable prior notice by the Agent or any Class Agent, permit the Agent, or its agents or representatives, (i) to examine and make copies of and take abstracts from all books, records and documents (including applicable computer systems following a Potential Termination Event or Termination Event) relating to the Receivables or other Affected Assets, including the related Contracts and (ii) to visit the offices and properties of the SPV, the Originator or the Servicer, as applicable, for the purpose of examining such materials described in clause (i), and to discuss matters relating to the Affected Assets or the SPV’s, the Originator’s or the Servicer’s performance hereunder, under the Contracts and under the other Transaction Documents to which such Person is a party with any of the officers, directors, managers, employees or independent public accountants of the SPV, the Originator or the Servicer, as applicable, having knowledge of such matters; provided, however that the Seller and Servicer shall only be responsible for the costs and expenses associated with one such review per year unless a Termination Event or Potential Termination Event has occurred.

(e)Keeping of Records and Books of Account.  Each of the SPV and the Servicer shall maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain, all documents, books, computer tapes, disks, records and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each new

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Receivable and all Collections of and adjustments to each existing Receivable).  Each of the SPV and the Servicer shall give the Agent prompt notice of any material change in its administrative and operating procedures referred to in the previous sentence.

(f)Performance and Compliance with Receivables and Contracts and Credit and Collection Policy.  Each of the SPV and the Servicer shall, (i) at its own expense, timely and fully perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables; and (ii) timely and fully comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

(g)Notice of Agent’s Interest.  In the event that the SPV or the Originator shall sell or otherwise transfer any interest in accounts receivable or any other financial assets (other than as contemplated by the Transaction Documents), any computer tapes or files or other documents or instruments provided by the Servicer in connection with any such sale or transfer shall disclose the SPV’s ownership of the Receivables and the Agent’s interest therein.

(h)Collections.  Each of the SPV and the Servicer shall instruct all Obligors to cause all Collections to be deposited directly to a Blocked Account or to post office boxes to which only Blocked Account Banks have access and shall cause all items and amounts relating to such Collections received in such post office boxes to be removed and deposited into a Blocked Account on a daily basis.

(i)Collections Received.  Each of the SPV and the Servicer shall hold in trust, and deposit, immediately, but in any event not later than two (2) Business Days of its receipt thereof, to a Blocked Account or, if required by Section 2.9, to the Collection Account, all Collections received by it from time to time.

(j)Blocked Accounts.  Each Blocked Account shall at all times be subject to a Blocked Account Agreement.

(k)Sale Treatment.  The SPV shall not (i) record in its books (other than for accounting and tax purposes), or otherwise treat, the transactions contemplated by the Second Tier Agreement in any manner other than as a sale of Receivables by the Seller to the SPV, or (ii) record in its books (other than for tax or accounting purposes) or otherwise treat the transactions contemplated hereby in any manner other than as a sale of the Asset Interest by the SPV to the Agent on behalf of the Investors.  In addition, the SPV shall disclose (in a footnote or otherwise) in all of its financial statements (including any such financial statements consolidated with any other Persons’ financial statements) the existence and nature of the transaction contemplated hereby and by the Second  Tier Agreement and the interest of the SPV (in the case of the Originator’s financial statements) and the Agent, on behalf of the Investors, in the Affected Assets.  Notwithstanding anything to the contrary herein, each of the parties hereto hereby understands and agrees that for accounting purposes, the SPV may be consolidated with any Affiliates of the Originator.

(l)Separate Business; Nonconsolidation.  The SPV shall not (i) engage in any business not permitted by its limited liability company agreement as in effect on the Closing

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Date or (ii) conduct its business or act in any other manner which is inconsistent with Section 4.1(x).  The officers and managers of the SPV (as appropriate) shall make decisions with respect to the business and daily operations of the SPV independent of and not dictated by Originator or any other controlling Person.

(m)Corporate Documents.  The SPV shall only amend, alter, change or repeal its limited liability company agreement with the prior written consent of the Agent.

(n)[Reserved].

(o)Ownership Interest, Etc.  The SPV shall, at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable ownership or security interest in the Receivables, the Related Security and proceeds with respect thereto, and a first priority perfected security interest in the Affected Assets, in each case free and clear of any Adverse Claim, in favor of the Agent for the benefit of the Investors, including taking such action to perfect, protect or more fully evidence the interest of the Agent, as the Agent may reasonably request.

(p)Enforcement of First Tier Agreement.  The Seller, on its own behalf and on behalf of the Agent and each Investor, shall promptly enforce all covenants and obligations of the Originator contained in the First Tier Agreement.  The Seller shall deliver consents, approvals, directions, notices, waivers and take other actions under the First Tier Agreement as may be directed by the Agent.

(q)Enforcement of Second Tier Agreement.  The SPV, on its own behalf and on behalf of the Agent and each Investor, shall promptly enforce all covenants and obligations of the Seller contained in the Second Tier Agreement.  The SPV shall deliver consents, approvals, directions, notices, waivers and take other actions under the Second Tier Agreement as may be directed by the Agent.

(r)Notice of Amendment.  The SPV or the Originator shall promptly notify the Agent of any amendment, modification or supplement to the Revolving Credit Agreement, Master Note Purchase Agreement, Intercreditor Agreement or the Pledge Agreement that could have any effect on the transactions contemplated by the Transaction Documents.

(s)Disclosure of the Transaction. The Performance Guarantor, the Originator, the Seller and the SPV each agree to the covenants set forth on Schedule 4.1 (bb) applicable to it which are incorporated herein by reference.

Section 6.2Negative Covenants of the SPV and Servicer.

At all times from the date hereof to the Final Payout Date, unless the Agent and each Class Agent shall otherwise consent in writing:

(a)No Sales, Liens, Etc.  (i) Except as otherwise provided herein and in the Second Tier Agreement, neither the SPV nor the Servicer shall, or shall permit the Seller or the Originator to, sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or

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suffer to exist any Adverse Claim upon (or the filing of any financing statement) or with respect to (A) any of the Affected Assets, or (B) any inventory or goods, the sale of which may give rise to a Receivable, or assign any right to receive income in respect thereof (except to the extent the Receivables have been excluded or otherwise excepted or released from such transaction on or before the date such Receivables are transferred by the Originator and by the Seller) and (ii) the SPV shall not issue any security to, or sell, transfer or otherwise dispose of any of its property or other assets (including the property sold, transferred or assigned to it by the Seller) to, any Person other than an Affiliate (which Affiliate is not a special purpose entity organized for the sole purpose of issuing asset backed securities) or as otherwise expressly provided for in the Transactio n Documents.

(b)No Extension or Amendment of Receivables.  Except as otherwise permitted in Section 7.2, neither the SPV nor the Servicer shall extend, amend or otherwise modify the terms of any Receivable, or amend, modify or waive any term or condition of any Contract related thereto.

(c)No Change in Business or Credit and Collection Policy.  Neither the SPV nor the Servicer shall make any change in the character of its business or in the Credit and Collection Policy, which change would, in either case, have a Material Adverse Effect.

(d)No Subsidiaries, Mergers, Etc.  The SPV shall not consolidate or merge with or into, or sell, lease or transfer all or substantially all of its assets to, any other Person. The Servicer shall not shall not consolidate or merge with or into, or sell, lease or transfer all or substantially all of its assets to, any other Person, unless either (i) the Servicer is the surviving entity or (ii) the surviving entity is a wholly-owned subsidiary of the Performance Guarantor.  The SPV shall not form or create any Subsidiary.

(e)Change in Payment Instructions to Obligors.  Neither the SPV nor the Servicer shall add or terminate any bank as a Blocked Account Bank or any account as a Blocked Account to or from those listed in Schedule 4.1(s) or make any change in its instructions to Obligors regarding payments to be made to any Blocked Account, unless (i) such instructions are to deposit such payments to another existing Blocked Account or to the Collection Account or (ii) the Agent shall have received written notice of such addition, termination or change at least thirty (30) days prior thereto and the Agent shall have received a Blocked Account Agreement executed by each new Blocked Account Bank or an existing Blocked Account Bank with respect to each new Blocked Account, as applicable.

(f)Deposits to Lock-Box Accounts.  Neither the SPV nor the Servicer shall deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Blocked Account or the Collection Account, cash or cash proceeds other than Collections.

(g)Change of Name, Etc.  The SPV shall not change its name, identity or structure (including by merger), its jurisdiction of formation or the location of its chief executive office or any other change which could render any UCC financing statement filed in connection with this Agreement or any other Transaction Document to become “seriously misleading” under the UCC, unless at least thirty (30) days prior to the effective date of any such change the SPV delivers to the Agent (i) such documents, instruments or agreements, executed by the SPV as are

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necessary to reflect such change and to continue the perfection of the Agent’s ownership interests or security interests in the Affected Assets, including an opinion of counsel that after giving effect to such change, the Agent’s interest in the Receivables and the Related Security shall continue unaffected by such change and (ii) new or revised Blocked Account Agreements executed by the Blocked Account Banks which reflect such change and enable the Agent to continue to exercise its rights contained in Section 7.3.

(h)Amendment to First or Second Tier Agreement.  The SPV shall not and shall not permit the Seller or the Originator to amend, modify, or supplement the First Tier Agreement or the Second Tier Agreement or waive any provision thereof, in each case except with the prior written consent of the Agent.

(i)Other Debt.  Except as provided herein, the SPV shall not create, incur, assume or suffer to exist any indebtedness whether current or funded, or any other liability other than (i) indebtedness of the SPV representing fees, expenses and indemnities arising hereunder or under the Second Tier Agreement for the purchase price of the Receivables and other Affected Assets under the Second Tier Agreement, and (ii) other indebtedness incurred in accordance with the Transaction Documents.

(j)Payment to the Seller.  The SPV shall not acquire any Receivable other than through, under, and pursuant to the terms of, the Second Tier Agreement.

(k)Restricted Payments.  The SPV shall not (i) purchase or redeem any of its membership interest, (ii) prepay, purchase or redeem any Indebtedness, (iii) lend or advance any funds or (iv) repay any loans or advances to, for or from any of its Affiliates (the amounts described in clauses (i) through (iv) being referred to as “Restricted Payments”), except that the SPV may (A) make Restricted Payments out of funds received pursuant to Section 2.2  and/or otherwise permitted pursuant to the Transaction Documents and (B) may make other Restricted Payments (including the payment of dividends) if, after giving effect thereto, no Termination Event or Potential Termination Event shall have occurred and be continuing.

Section 6.3IS SPECIFIED IN SCHEDULE 6.3, WHICH IS INCORPORATED HEREIN BY REFERENCE.

Article VII

Administration and Collections

Section 7.1Appointment of Servicer.

(a)The servicing, administering and collection of the Receivables shall be conducted by the Person (the “Servicer”) so designated from time to time as Servicer in accordance with this Section 7.1.  Each of the SPV, the Class Agents, the Agent and the Investors hereby appoints as its agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the Affected Assets.  To the extent permitted by applicable law, each of the SPV, the Originator and the Seller (to the extent not then acting as Servicer hereunder) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps in the SPV’s, the Originator’s and/or the Seller’s name and on

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behalf of the SPV, the Originator or the Seller as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all Receivables, including endorsing the SPV’s and/or the Originator’s name on checks and other instruments representing Collections and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII.  Until the Agent gives notice to the Servicer (in accordance with this Section 7.1) of the designation of a new Servicer, the Seller is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof.  Upon the occurrence of a Servicer Default, the Agent may, and upon the direction of the Class Agents shall, designate as Servicer any Person (including its elf) to succeed the Seller or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof; provided, however, that if a Servicer Default occurs solely as a result of the occurrence of a Termination Event and, on or after the 60th day after such occurrence the Net Investment exceeds zero, then a successor Servicer may, or upon the direction of the Majority Investors, shall, be appointed by the Agent.

(b)Upon the designation of a successor Servicer as set forth above, the Seller agrees that it will terminate its activities as Servicer hereunder in a manner which the Agent determines will facilitate the transition of the performance of such activities to the new Servicer, and the Seller shall cooperate with and assist such new Servicer.  Such cooperation shall include access to and transfer of records and use by the new Servicer of all records, licenses, hardware or software (except to the extent any such licenses or other items are not assignable and/or may not be shared or assigned) necessary or desirable t o collect the Receivables and the Related Security.

(c)The Seller acknowledges that the SPV, the Class Agents, the Agent and the Investors have relied on the Seller’s agreement to act as Servicer hereunder in making their decision to execute and deliver this Agreement.  Accordingly, the Seller agrees that it will not voluntarily resign as Servicer.

(d)The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the prior written consent of the Agent, and provided that the Servicer shall continue to remain solely liable for the performance of the duties as Servicer hereunder notwithstanding any such delegation hereunder.  The Servicer may delegate its duties and obligations hereunder to any Affiliate subservicer (each, a “Sub-Servicer”); provided that, in each such delegation, (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable to the SPV, the Agent, the Class Agents and the Investors for the performance of the duties and obligations so delegated, (iii) the SPV, the Agent, the Class Agents and the Investors shall have the right to look solely to the Servicer for performance and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to such Sub-Servicer).

(e)The Seller hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, the Seller shall conduct the data-processing functions

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of the administration of the Receivables and the Collections thereon in substantially the same way that the Seller conducted such data-processing functions while it acted as the Servicer.

Section 7.2Duties of Servicer.

(a)The Servicer shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with this Agreement and all applicable Law, with reasonable care and diligence, and in accordance with the Credit and Collection Policy.  The Servicer shall set aside (and, if applicable, segregate) and hold in trust for the accounts of the SPV, the Agent and the Investors the amount of the Collections to which each is entitled in accordance with Article II.  So long as no Termination Event or Potential Termination Event shall hav e occurred and is continuing, the Servicer may, in accordance with the Credit and Collection Policy, extend the maturity or adjust the Unpaid Balance of any Defaulted Receivable, Delinquent Receivable or any Receivable that is otherwise not an Eligible Receivable as the Servicer may determine to be appropriate to maximize Collections thereof; provided, however, that (i) such adjustment shall not alter, subject to Section 1.3(b), the status of such Receivable as a Defaulted Receivable or a Delinquent Receivable or limit the rights of the SPV, the Investors or the Agent under this Agreement and (ii) if a Termination Event or Potential Termination Event has occurred and the Seller is still acting as Servicer, the Seller may make such adjustment only upon the prior written approval of the Agent.  The SPV shall deliver to the Servicer and the Servicer shall hold in trust for the SPV and the Agent, on behalf of the Investors, in accordance with their respective interests, a ll Records which evidence or relate to any Affected Asset.  Notwithstanding anything to the contrary contained herein, the Agent shall have the absolute and unlimited right to direct the Servicer (whether the Seller or any other Person is the Servicer) to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Affected Asset.  The Servicer shall not make the Class Agents, the Agent or any of the Investors a party to any litigation without the prior written consent of such Person.  At any time when a Termination Event exists, the Agent may notify any Obligor of its interest in the Receivables and the other Affected Assets.

(b)The Servicer shall, as soon as practicable following receipt thereof, turn over to the Seller or the Originator, as determined by the Servicer, all collections from any Person of indebtedness of such Person which are not on account of a Receivable.  Notwithstanding anything to the contrary contained in this Article VII, the Servicer, if not the Seller, the Originator or any Affiliate of the Seller or the Originator, shall have no obligation to collect, enforce or take any other action described in this Article VII with respect to any indebtedness that is not included in the Asset Inte rest other than to deliver to the Seller or the Originator the Collections and documents with respect to any such indebtedness as described above in this Section 7.2(b).

(c)Any payment by an Obligor in respect of any indebtedness owed by it to the Originator shall, except as otherwise specified by such Obligor, required by contract or law or clearly indicated by facts or circumstances (including by way of example an equivalence of a payment and the amount of a particular invoice), and unless otherwise instructed by the Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such

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Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Section 7.3Blocked Account Arrangements.

Prior to the initial purchase hereunder the Servicer and SPV shall enter into Blocked Account Agreements with all of the Blocked Account Banks, and deliver original counterparts thereof to the Agent.  Upon the occurrence of a Termination Event or a Potential Termination Event, the Agent may at any time thereafter give notice to each Blocked Account Bank that the Agent is exercising its rights under the Blocked Account Agreements to do any or all of the following:  (a) to have the exclusive ownership and control of the Blocked Account Accounts transferred to the Agent and to exercise exclusive dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to the respective Blocked Accounts be redirected pursuant to its instructions rather than deposited in the applicable Blocked Account, and (c) to take any or all other actions permitted un der the applicable Blocked Account Agreement.  Each of the Servicer and SPV hereby agrees that if the Agent, at any time, takes any action set forth in the preceding sentence, the Agent shall have exclusive control of the proceeds (including Collections) of all Receivables and each of the Servicer and SPV hereby further agrees to take any other action that the Agent may reasonably request to transfer such control.  Any proceeds of Receivables received by the Seller, as Servicer or otherwise, or the SPV thereafter shall be sent immediately to the Agent.  The parties hereto hereby acknowledge that if at any time the Agent takes control of any Blocked Account, the Agent shall not have any rights to the funds therein in excess of the unpaid amounts due to SPV, the Agent and the Investors or any other Person hereunder and the Agent shall distribute or cause to be distributed such funds in accordance with Section 7.2(b) (including the proviso thereto) and Article II (in each case as if such funds were held by the Servicer thereunder); provided, however, that the Agent shall not be under any obligation to remit any such funds to the Seller or any other Person unless and until the Agent has received from the Seller or such Person evidence satisfactory to the Agent that the Seller or such Person is entitled to such funds hereunder and under applicable Law.

Section 7.4Enforcement Rights After Designation of New Servicer.

(a)At any time following the occurrence of a Termination Event and the designation of a Servicer (other than the Seller or an Affiliate of the Seller) pursuant to Section 7.1:

(i)the Agent may direct the Obligors that payment of all amounts payable under any Receivable be made directly to the Agent or its designee;

(ii)the SPV shall, at the Agent’s request and at the SPV’s expense, give notice of the Agent’s, the SPV’s, and/or the Investors’ ownership of the Receivables and (in the case of the Agent) interest in the Asset Interest to each Obligor and direct that payments be made directly to the Agent or its designee, except that if the SPV fails to so notify each obligor, the Agent may so notify the Obligors; and

(iii)the SPV shall, at the Agent’s request, (A) assemble all of the Records and shall make the same available to the Agent or its designee at a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received

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by it from time to time constituting Collections of Receivables in a manner acceptable to such Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to such Agent or its designee.

(b)Each of the SPV and the Seller hereby authorizes the Agent, and irrevocably appoints the Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the SPV or the Seller, as applicable, which appointment is coupled with an interest, to take any and all steps following the occurrence of a Termination Event or the occurrence and continuation of a Potential Termination Event, in the name of the SPV or the Seller, as applicable, and on behalf of the SPV or the Seller, as applicable, necessary or desirable, in the determination of the Agent, to collect any and all a mounts or portions thereof due under any and all Receivables or Related Security, including endorsing the name of the Seller on checks and other instruments representing Collections and enforcing such Receivables, Related Security and the related Contracts.  Notwithstanding anything to the contrary contained in this subsection (b), none of the powers conferred upon such attorney-in-fact pursuant to the immediately preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.

Section 7.5Servicer Default.

The occurrence of any one or more of the following events shall constitute a “Servicer Default”:

(a)The Servicer (i) shall fail to make any payment or deposit required to be made by it hereunder when due and such failure continues for one (1) Business Day or the Servicer shall fail to observe or perform any term, covenant or agreement on the Servicer’s part to be performed under Sections 6.1(b) (conduct of business, ownership), 6.1(f) (performance and compliance with receivables, contracts and credit and collection policy), 6.1(h) (obligor payments), 6.1(i) (handling collections), 6.2(a) (no sales or liens), 6.2(c) (no change in business or credit and collection policy), 6.2(d) (no subsidiaries, mergers, etc.), 6.2(e) (change in payment instructions to obligors), or 6.2(f) (deposits to lock-box accounts) (any of the preceding parenthetical phrases in this clause (i) are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof) and such failure continues for two (2) Business Days, (ii) shall fail to observe or perform any other term, covenant or agreement to be observed or performed by it under Sections 2.8, 2.9, 2.12 or 2.15 and such failure continues for two (2) Business Days, or (iii) shall fail to observe or perform in any material respect any other term, covenant or agreement hereunder or under any of the other Transaction Documents to which such Person is a party or by which such Person is bound and such failure shall remain unremedied for thirty (30) days after the earlier to occur of (1) receipt of notice thereof from any Class Agent, any Investor or the Agent or (2) the date a Responsible Officer of the Servicer first becomes aware of such failure; or

(b)any representation, warranty, certification or statement made by the Servicer in this Agreement, the First Tier Agreement, the Second Tier Agreement or in any of the other Transaction Documents or in any certificate or report delivered by it pursuant to any of the

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foregoing shall prove to have been incorrect in any material respect when made or deemed made and shall remain unremedied for 30 days after the earlier to occur of (1) receipt of notice thereof from any Class Agent, any Investor or the Agent or (2) the date a Responsible Officer of the Servicer first becomes aware of such failure; or

(c)failure of the Servicer or any of its Subsidiaries (other than the SPV) to pay when due any amounts due under any agreement under which any outstanding Indebtedness greater than $25,000,000 is governed; or the default (beyond the applicable grace period with respect thereto, if any) by the Servicer or any of its Subsidiaries (other than the SPV) in the performance  of any term, provision or condition contained in any agreement under which any such Indebtedness greater than $25,000,000 outstanding was created or is governed, regardless of whether such event is an “event of default” or “de fault” under any such agreement; or any Indebtedness of the Servicer or any of its Subsidiaries greater than $25,000,000 outstanding shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the scheduled date of maturity thereof; or

(d)any Event of Bankruptcy shall occur with respect to the Servicer; or

(e)failure of the Servicer to deliver any Servicer Report when due and such failure remains unremedied for 2 Business Days; or

(f)subject to Section 7.1(a), a Termination Event.

Section 7.6Servicing Fee.

The Servicer shall be paid a Servicing Fee in accordance with Schedule III and subject to the priorities therein.  If the Servicer is not the SPV or the Seller or an Affiliate of the SPV or the Seller, the Servicer, by giving three (3) Business Days’ prior written notice to the Class Agents, may revise the percentage used to calculate the Servicing Fee so long as the revised percentage will not result in a Servicing Fee that exceeds 110% of the reasonable and appropriate out-of-pocket costs and expenses of such Servicer incurred in connection with the performance of its obligations hereunder as documented to the reasonable satisfaction of the Class Agents; provided, however, that at any time after the sum of (1) the Net Investment and (2) the Required Reserves exceeds the Net Pool Balance, any compensation to the Servicer in excess of the Servicing Fee initially provided for herein shall be an obligation of the SPV and shall not be payable, in whole or in part, from Collections allocated to the Investors.

Section 7.7Protection of Ownership Interest of the Investors.

Each of the Originator, the Seller and the SPV agrees that it shall, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Agent may reasonably request in order to perfect or protect the Asset Interest or to enable the Agent or the Investors to exercise or enforce any of their respective rights hereunder.  Without limiting the foregoing, each of the Originator and the SPV shall, upon the request of the Agent or any of the Investors, in order to accurately reflect this purchase and sale transaction, (a) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as otherwise permitted to be executed and filed pursuant hereto) as may be requested by the Agent or any of the Investors and (b) mark its respective master data

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processing records and other documents with a legend describing the conveyance to the to the Agent, for the benefit of the Investors, of the Asset Interest.  Each of the Originator, the Seller and the SPV (i) shall, upon request of the Agent or any of the Investors, obtain such additional search reports as the Agent or any of the Investors shall request and (ii) hereby authorize the Agent to file continuation statements and amendments thereto and assignments thereof without further consent or action by any of the Originator, the Seller or the SPV.  Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement.  Neither the Originator nor the SPV shall change its respective name, identity, corporate structure, jurisdiction of formation unless it shall have:  (i) given the Agent at least thirt y (30) days prior notice thereof and (ii) prepared at the SPV’s expense and delivered to the Agent all financing statements, instruments and other documents necessary to preserve and protect the Asset Interest or requested by the Agent in connection with such change or relocation, including an opinion of counsel that after giving effect to such change, the Agent’s interest in the Receivables and the Related Security shall continue unaffected by such change.  All filings under the UCC or otherwise shall be made at the expense of the SPV.

Article VIII

Termination Events

Section 8.1Termination Events.

The occurrence of any one or more of the following events shall constitute a “Termination Event”:

(a)(i) the SPV, the Seller, the Originator, the Performance Guarantor or the Servicer shall fail to make any payment or deposit required to be made by it hereunder with respect to a reduction in the Net Investment; or (ii) the Seller, the Originator, the Performance Guarantor or the Servicer shall fail to make any payment or deposit required to be made by it hereunder other than in respect of a reduction in the Net Investment when due and such failure continues for two (2) Business Days; or

(b)any representation, warranty, certification or statement made or deemed made by the SPV, the Seller, the Servicer, the Performance Guarantor or the Originator in this Agreement, any other Transaction Document to which it is a party or in any other information, report or document delivered pursuant hereto or thereto shall prove to have been incorrect when made or deemed made or delivered and shall remain unremedied for 30 days after the earlier to occur of (1) receipt of notice thereof from any Class Agent, any Investor or the Agent or (2) the date a Responsible Officer of the Servicer, the SPV, the Seller, the Performance Guarantor or the Originator, as applicable, first becomes aware of such failure; or

(c)the SPV, the Seller, the Originator or the Servicer shall default in the performance of any undertaking (other than those covered by clause (a) above or (p) below) (i) to be performed or observed under Sections 6.1(b) (conduct of business, ownership), 6.1(f) (performance and compliance with receivables, contracts and credit and collection policy), 6.1(h) (obligor payments), 6.1(i) (handling collections), 6.2(a) (no sales or liens), 6.2(c) (no change in business or credit and collection policy), 6. 2(d) (no subsidiaries, mergers, etc.), 6.2(e) (no change

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in payment instructions to obligors) or 6.2(f) (deposits to lock-box accounts) (any of the preceding parenthetical phrases in this clause (i) are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof) and such failure continues for two (2) Business Days, or (ii) shall fail to observe or perform under any other provision of this Agreement (other than those covered by clause (a) above or Section 6.3) or any provision of any other Transaction Document to which it is a party and such default in the case of this clause (ii) shall continue for thirty (30) days after the earlier to occur of (1) receipt of notice thereof from any Class Agent, any Investor or the Agent or (2) the date a Responsible Officer of the Servicer, the SPV, the Seller, the Performa nce Guarantor or the Originator, as applicable, first becomes aware of such failure; or

(d)any Event of Bankruptcy shall occur with respect to the SPV, the Seller, the Originator, the Servicer, the Performance Guarantor or any Material Subsidiary; or

(e)the Agent, on behalf of the Investors, shall for any reason fail or cease to have a valid and enforceable perfected first priority ownership or security interest in the Affected Assets, free and clear of any Adverse Claim; or

(f)a Servicer Default shall have occurred; or

(g)on any Settlement Date, the sum of (i) the Net Investment (as determined after giving effect to all distributions pursuant to this Agreement on such date) and (ii) the Required Reserves shall exceed the Net Pool Balance (as such Required Reserves and Net Pool Balance are shown in the most recent Servicer Report delivered on or prior to such date); or

(h)failure of the SPV, the Seller, the Originator, the Performance Guarantor or any Subsidiary of the SPV or the Originator to pay when due any amounts due under any agreement to which any such Person is a party and under which any Indebtedness greater than $10,000 in the case of the SPV or any Subsidiary of the SPV, or $25,000,000 outstanding, in the case of the Seller, the Performance Guarantor, the Originator or any Subsidiary of any of the foregoing Persons (other than the SPV) is governed; or the default (after any applicable grace period, if any) by the SPV, the Seller, the Performance Guarantor, the Originato r or any Subsidiary of any of the foregoing Persons in the performance of any term, provision or condition contained in any agreement to which any such Person is a party and under which any Indebtedness owing by the SPV, the Seller, the Performance Guarantor, the Originator or any Subsidiary of any of the foregoing Persons greater than such respective amounts was created or is governed, regardless of whether such event is an “event of default” or “default” under any such agreement if the effect of such default is to cause, or to permit the holder of such Indebtedness to cause, such Indebtedness to become due and payable prior to its stated maturity; or any Indebtedness owing by the SPV, the Seller, the Performance Guarantor, the Originator or any Subsidiary of any of the foregoing Persons greater than such respective amounts shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof; or

(i)there shall be a “change of control” with respect to the Servicer, the SPV, the Seller, the Performance Guarantor or the Originator (for the purposes of this clause only “change in control” means:

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(i)the failure of the Originator to own, free and clear of any Adverse Claim (other than the pledge under the Revolving Credit Agreement) and on a fully diluted basis, 100% of the equity interests in the SPV,

(ii)the lien on the equity interests in the SPV shall be foreclosed upon,

(iii)the failure of the Performance Guarantor to own, directly or indirectly, 100% of the equity interests in each of the Originator, the Seller, the Servicer and the SPV, or

(iv)the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 20% or more of the outstanding shares of voting stock of the Performance Guarantor; or

(j)[Reserved];

(k)any material provision of this Agreement or any other Transaction Document to which the Originator, the Seller, the Performance Guarantor or the SPV is a party shall cease to be in full force and effect or the Originator, the Seller, the Performance Guarantor or the SPV shall so state in writing; or

(l)the three-month average Trigger Delinquency Ratio shall exceed 6.25%; or

(m)the three-month average Trigger Default Ratio shall exceed 2.25%; or

(n)the three-month average Trigger Dilution Ratio shall exceed 8.25%, or

(o)the Days Sales Outstanding equals or exceeds 60 days; or

(p)a breach of Section 6.3; or

(q)the Performance Guarantor shall default on any payment obligation under the Performance Guaranty when due; or

(r)the SPV shall become required to register as an “investment company” under the Investment Company Act of 1940, as amended, or the arrangements contemplated by the Transaction Document shall require registration as an “investment company” within the meaning of the Investment Company Act of 1940; or

(s)the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any assets of the SPV, the Seller or the Originator and such lien shall not have been released within five (5) Business Days, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the SPV, the Seller or the Originator and such lien shall not have been released within five (5) Business Days; or

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(t)(i) any action or proceeding is commenced by any party to the Revolving Credit Agreement or the Master Note Purchase Agreement claiming or asserting that the transactions contemplated by the Transaction Documents are not a Receivable Purchase Facility (as defined in the Revolving Credit Agreement or the Master Note Purchase Agreement, as such document is in effect on the date as of which this representation is made) or are not permitted under the Revolving Credit Agreement or the Master Note Purchase Agreement, as such document is in effect on the date as of which this representation is mad e or (ii) the Originator or the Performance Guarantor have entered into an additional Receivable Purchase Facility (as defined in the Revolving Credit Agreement or the Master Note Purchase Agreement, as such document is in effect on the date as of which this representation is made).

(u)either (i) a Default (as defined in the Revolving Credit Agreement) shall occur and be continuing under Section 7.6 or 7.7 of the Revolving Credit Agreement or (b) the Revolving Credit Agreement Agent shall deliver notice under the Revolving Credit Agreement prohibiting dispositions of assets by the Performance Guarantor or any of its Affiliates following the occurrence and during the continuance of any Default (as defined in the Revolving Credit Agreement) under clauses (i), (ii) or (iii) of Section 7.2 of the Revolving Credit Agreement.

If a Termination Event occurs, the Agent shall have all rights of a secured party under the UCC and, by notice to the SPV and the Servicer, may declare the Termination Date to occur, at which time all Collections shall be applied in accordance with the provisions of Section 2.12 and the Net Investment will accrue interest at the Default Rate.

Section 8.2Termination.

Upon the occurrence of any Termination Event, the Class Agents may, or at the direction of the Majority Investors shall, by notice to the SPV and the Servicer, declare the Termination Date to have occurred; provided, however, that in the case of any event described in Section 8.1(d), 8.1(e), 8.1(g), 8.1(o), 8.1(s) or 8.1(t), the Termination Date shall be deemed to have occurred automatically upon the occurrence of such event.  Upon any such declaration or automatic occurrence, the Agent shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of the applicable jurisdiction and other applicable laws, all of which rights shall be cumulative.  Upon the occurrence of the Termination Date, no Investments or Reinvestments shall be mad e by any Investors and all Collections shall be applied as set forth in Section 2.12.

Article IX

Indemnification; Expenses; Related Matters

Section 9.1Indemnities by the SPV and the Servicer.

Without limiting any other rights which the Indemnified Parties may have hereunder or under applicable Law, the SPV hereby agrees to indemnify the Investors, the Agent, each Class Agent, the Collateral Agent, the Program Support Providers and their respective officers, directors, employees, counsel and other agents (collectively, “Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable

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attorneys’ fees (which such attorneys may be employees of the Program Support Providers, the Agent, the Collateral Agent or the Class Agents, as applicable) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them in any action or proceeding between the SPV and any of the Indemnified Parties or between any of the Indemnified Parties and any third party or otherwise arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either directly or indirectly, by the Agent or any Investor of the Asset Interest or any of the other transactions contemplated hereby or thereby, excluding, however, (x) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, as finally determined by a court of competent jurisdiction, or (y) recourse (except as otherwise specifically provided in this Agreement) for uncollectible Receivables.  Without limiting the generality of the foregoing, the SPV shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:

(a)any representation or warranty made by the SPV, the Originator, the Performance Guarantor or the Seller (including, the Seller or any of its Affiliates in the capacity as the Servicer) or any officers of the SPV, the Originator, the Performance Guarantor or the Seller (including, in its capacity as the Servicer or any Affiliate of the Seller acting as Servicer) under or in connection with this Agreement, the First Tier Agreement, the Second Tier Agreement, any of the other Transaction Documents, any Servicer Report or any other information or report delivered by the SPV or the Servicer pursuant hereto, or p ursuant to any of the other Transaction Documents which shall have been incomplete, false or incorrect in any respect when made or deemed made;

(b)the failure by the SPV, the Originator, the Performance Guarantor or the Seller (including, in its capacity as the Servicer or any Affiliate of the Seller acting as Servicer) to comply with any applicable Law with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable Law;

(c)the failure (i) to vest and maintain vested in the Agent, on behalf of the Investors, a first priority, perfected ownership interest in the Asset Interest free and clear of any Adverse Claim or (ii) to create or maintain a valid and perfected first priority security interest in favor of the Agent, for the benefit of the Investors, in the Affected Assets, free and clear of any Adverse Claim;

(d)the failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected Assets;

(e)any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including a defense based on such Receivable or the related Contract not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services, or from any breach or alleged breach of any provision of the Receivables or the related Contracts restricting assignment of any Receiv ables;

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(f)any failure of the SPV or the Servicer to perform its duties or obligations in accordance with the provisions hereof;

(g)any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which are the subject of any Receivable;

(h)the transfer of an interest in any Receivable other than an Eligible Receivable;

(i)the failure by the SPV, the Originator, the Performance Guarantor or the Seller (individually or as Servicer) to comply with any term, provision or covenant contained in this Agreement or any of the other Transaction Documents to which it is a party or to perform any of its respective duties or obligations under the Receivables or related Contracts;

(j)the sum of (i) the Net Investment and (ii) the Required Reserves shall exceed the Net Pool Balance at any time;

(k)the failure of the SPV, the Originator or the Seller to pay when due any sales, excise or personal property taxes payable in connection with any of the Receivables;

(l)any repayment by any Indemnified Party of any amount previously distributed in reduction of Net Investment which such Indemnified Party believes in good faith is required to be made;

(m)the commingling by the SPV, the Originator, the Seller or the Servicer or any of their Affiliates of Collections of Receivables at any time with any other funds;

(n)any investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Investments by the SPV, the Seller or the Originator, the ownership of the Asset Interest, or any Affected Asset;

(o)failure of any Blocked Account Bank to remit any amounts held in the Blocked Accounts or any related lock-boxes pursuant to the instructions of the Servicer, the SPV, the Originator or the Agent (to the extent such Person is entitled to give such instructions in accordance with the terms hereof and of any applicable Blocked Account Agreement) whether by reason of the exercise of set-off rights or otherwise;

(p)any inability to obtain any judgment in or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the SPV, the Originator or the Seller to qualify to do business or file any notice of business activity report or any similar report;

(q)any attempt by any Person to void, rescind or set-aside any transfer by the Originator to the Seller or the Seller to the SPV of any Receivable or Related Security under statutory provisions or common law or equitable action, including any provision of the Bankruptcy Code or other insolvency law;

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(r)any action taken by the SPV, the Originator, or the Servicer (if the Originator or any Affiliate or designee of the Originator) or any of their Affiliates in the enforcement or collection of any Receivable;

(s)the use of the proceeds of any Investment or Reinvestment; or

(t)the transactions contemplated hereby being characterized as other than debt for the purposes of the Code.

Section 9.2Indemnity for Taxes, Reserves and Expenses.

(a)If after the Closing Date, the adoption of any Law or bank regulatory guideline or any amendment or change in the administration, interpretation or application of any existing or future Law or bank regulatory guideline by any Official Body charged with the administration, interpretation or application thereof, or the compliance with any directive of any Official Body (in the case of any bank regulatory guideline, whether or not having the force of Law):

(i)shall subject any Indemnified Party (or its applicable lending office) to any tax, duty or other charge (other than Excluded Taxes) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder, or shall change the basis of taxation of payments to any Indemnified Party of amounts payable in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds h ereunder, under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest (except Excluded Taxes and for changes in the rate of general corporate, franchise, net income or other income tax imposed on such Indemnified Party by the jurisdiction in which such Indemnified Party’s principal executive office is located);

(ii)shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including any such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by, any Indemnified Party or shall impose on any Indemnified Party or on the United States market for certificates of deposit or the London interbank market any other condition affecting this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, or payments of amounts due hereunder or its o bligation to advance funds hereunder, under a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest; or

(iii)imposes upon any Indemnified Party any other condition or expense (including any loss of margin, reasonable attorneys’ fees and expenses, and expenses of litigation or preparation therefor in contesting any of the foregoing) with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing

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of the Asset Interest, or payments of amounts due hereunder or its obligation to advance funds hereunder under a Program Support Agreement or the credit or liquidity support furnished by a Program Support Provider or otherwise in respect of this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interests,

and the result of any of the foregoing is to increase the cost to or to reduce the amount of any sum received or receivable by such Indemnified Party with respect to this Agreement, the other Transaction Documents, the ownership, maintenance or financing of the Asset Interest, the Receivables, the obligations hereunder, the funding of any purchases hereunder or a Program Support Agreement, by an amount deemed by such Indemnified Party to be material, then, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party for such increased cost or reduction.

(b)If any Indemnified Party shall have determined that the adoption after the date hereof of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any change after the hereof in the interpretation or administration thereof by any Official Body, or any request or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any such Official Body, has or would have the effect of reducing the rate of return on capital of such Indemnified Party (or its parent) as a consequence of such Indemnified Party’ s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand in writing by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.

(c)The Agent shall promptly notify the SPV of any event of which it has knowledge, occurring after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation.  A notice by the Agent or the applicable Indemnified Party claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error.  In determining such amount, the Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.

(d)Anything in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2 which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider (“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs are attributable to the SPV, the Originator or the Servicer and not attributable to any Other SPV, the SPV shall be solely liable for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, the Originator or the Servicer, such Other SPVs shall be solely liable for such Additional Costs.

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Section 9.3Taxes.

All payments and distributions made hereunder by the SPV or the Servicer (each, a “payor”) to any Investor or the Agent (each, a “recipient”) shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority on any recipient (or any assignee of such parties) (such non-excluded items being called “Taxes”), but excluding franchise taxes and taxes imposed on or measured by the recipient’s net income or gross receipts (“Excluded Taxes”).  In the event that any withholding or deduction from any payment made by the p ayor hereunder is required in respect of any Taxes, then such payor shall:

(a)pay directly to the relevant authority the full amount required to be so withheld or deducted;

(b)promptly forward to the Agent an official receipt or other documentation satisfactory to the Agent evidencing such payment to such authority; and

(c)pay to the recipient such additional amount or amounts as is necessary to ensure that the net amount actually received by the recipient will equal the full amount such recipient would have received had no such withholding or deduction been required.

Moreover, if any Taxes are directly asserted against any recipient with respect to any payment received by such recipient hereunder, the recipient may pay such Taxes and the payor will promptly pay such additional amounts (including any penalties, interest or expenses) as shall be necessary in order that the net amount received by the recipient after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such recipient would have received had such Taxes not been asserted.

If the payor fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the recipient the required receipts or other required documentary evidence, the payor shall indemnify the recipient for any incremental Taxes, interest, or penalties that may become payable by any recipient as a result of any such failure.

Section 9.4Other Costs and Expenses; Breakage Costs.

(a)The SPV and the Servicer agree, upon receipt of a written invoice, to pay or cause to be paid, and to save the Investors and the Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’, accountants’ and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees of any Investor and/or the Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor or the Agent (i) in connection with the preparation, negotiation, execution and delivery of this Agreement , the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated hereby or thereby (including the perfection or protection of the Asset Interest) and (ii) from time to time (A) relating to any amendments, waivers or consents under this Agreement and the other Transaction Documents, (B) arising in connection with any Investor’s, the Collateral Agent’s or the Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset

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Interest under this Agreement), or (C) arising in connection with any rating agency review, audit (which shall be limited to the associated cost of one audit per calendar year unless a Termination Event or Potential Termination Event has occurred), dispute, disagreement, litigation or preparation for litigation involving this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”).

(b)The SPV shall pay the Agent for the account of the Investors, as applicable, on demand, such amount or amounts as shall compensate the Investors for any loss (including loss of profit), cost or expense incurred by the Investors  (as reasonably determined by the Agent) as a result of any reduction of any Portion of Investment other than on the maturity date of the Commercial Paper (or other financing source) funding such Portion of Investment, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from the date of receipt of such repaymen t to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii) net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such Portion of Investment.  The determination by the Agent of the amount of any such loss or expense shall be set forth in a written notice to the SPV in reasonable detail and shall be conclusive, absent manifest error.

Section 9.5[Reserved].

Section 9.6Indemnities by the Servicer.

Without limiting any other rights which the Agent or the Investors or the other Indemnified Parties may have hereunder or under applicable law, the Servicer hereby agrees to indemnify the Indemnified Parties from and against any and all Indemnified Amounts arising out of or resulting from (whether directly or indirectly) (a) the failure of any information contained in any Servicer Report as of the specified date of such information to be true and correct as of the date of such Servicer Report, or the failure of any other information provided to any Indemnified Party by, or on behalf of, the Servicer to be true and correct as of the specified date of such information, (b) the failure of any representation, warranty or statement made or deemed made by the Servicer (or any of its officers) under or in connection with this Agreement to have been true and correct as of the date made or dee med made, (c) the failure by the Servicer to comply with any applicable Law with respect to any Receivable or the related Contract, (d) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable resulting from or related to the collection activities in respect of such Receivable, or (e) any failure of the Servicer to perform its duties or obligations in accordance with the provisions hereof.

Section 9.7Accounting Based Consolidation Event.

If an Accounting Based Consolidation Event shall at any time occur, then, within ten (10) days after demand in writing by the Indemnified Party affected thereby, through the related Class Agent, the SPV shall pay to the relevant Class Agent, for the benefit of such Indemnified Party, such amounts as such Indemnified Party reasonably determines will compensate or reimburse the Indemnified Party for any resulting (i) fee, expense or increased cost charged to, incurred or otherwise suffered by such Indemnified Party or (ii) regulatory capital charge, internal capital charge or other imputed cost determined by such Indemnified Party to be allocable to the

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transactions contemplated under this Agreement or any Transaction Document in connection therewith.  Amounts under this Section 9.7 may be demanded at any time without regard to the timing of issuance of any financial statement by any Indemnified Party.

Article X

The Agent

Section 10.1Appointment and Authorization of Agent.

Each Investor hereby irrevocably appoints, designates and authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Agreement and any other Transaction Document, together with such other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Transaction Document, the Agent shall not have any duties or responsibilities, except those expressly set forth in this Agreement, nor shall the Agent have or be deemed to have any fiduciary relationship with any Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Agent.  Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law.  Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Section 10.2Delegation of Duties.

The Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  The Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects with reasonable care.

Section 10.3Liability of Agent.

No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any Investor for any recital, statement, representation or warranty made by the SPV, the Originator or the Servicer, or any officer thereof, contained in this Agreement or in any other Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document, or for any failure of the SPV, the Originator, the Servicer or any other party to any Transaction Document to perform its obligations hereunder or thereunder.  No Agent-Related Person shall be under any obligation to any Investor to ascertain or to inquire as

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to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of the SPV, the Originator or the Servicer or any of their respective Affiliates.

Section 10.4Reliance by Agent.

(a)The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the SPV, the Originator and the Servicer), independent accountants and other experts selected by the Agent.  The Agent shall be fully justified in failing or ref using to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Majority Investors as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Investors against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.  The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of the Conduit Investors or Majority Investors or, if required hereunder, all Investors and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Investors.

(b)For purposes of determining compliance with the conditions specified in Article V on the Closing Date or the date of any Investment or Reinvestment, each Investor that has executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Agent to such Investor for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Investor.

Section 10.5Notice of Termination Event, Potential Termination Event or Servicer Default.

The Agent shall not be deemed to have knowledge or notice of the occurrence of a Potential Termination Event, a Termination Event or a Servicer Default, unless the Agent has received written notice from any Class Agent, any Investor, the Servicer or the SPV referring to this Agreement, describing such Potential Termination Event, Termination Event or Servicer Default and stating that such notice is a “Notice of Termination Event or Potential Termination Event” or “Notice of Servicer Default,” as applicable.  The Agent will notify the Class Agents and the Investors of its receipt of any such notice.  The Agent shall (subject to Section 10.4) take such action with respect to such Potential Termination Event, Termination Event or Servicer Default as may be requested by the Majority Investors or the Class Agents, provided, however< /u>, that, unless and until the Agent shall have received any such request, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Potential Termination Event, Termination Event or Servicer Default as it shall deem advisable or in the best interest of the Investors.

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Section 10.6Credit Decision; Disclosure of Information by the Agent.

Each Investor acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by the Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the SPV, the Servicer, the Originator or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor as to any matter, including whether the Agent-Related Persons have disclosed material information in their possession.  Each Investor, including any Investor by assignment, represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other conditio n and creditworthiness of the SPV, the Servicer, the Originator or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the SPV hereunder.  Each Investor also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the SPV, the Servicer or the Originator.  Except for notices, reports and other documents expressly herein required to be furnished to the Investors by the Agent herein, the Agent shall not have any duty or responsibility to provide any Investor with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the SPV, the Servicer, the Originator or their respective Affiliates which may come into the possession of any of the Agent-Related Persons.

Section 10.7Indemnification of the Agent.

Whether or not the transactions contemplated hereby are consummated, the Alternate Investors shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV and without limiting the obligation of the SPV to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Amounts incurred by it; provided, however, that no Alternate Investor shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Amounts resulting from such Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction; provided, however, that no action taken in accordance with the directions of the Majority Investors shall be deemed to constitute gross negligence or willful miscondu ct for purposes of this Section.  Without limitation of the foregoing, each Alternate Investor shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the SPV.  The undertaking in this Section shall survive payment on the Final Payout Date and the resignation or replacement of the Agent.

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Section 10.8Agent in Individual Capacity.

Bank of America (and any successor acting as Agent) and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with any of the SPV, the Originator and the Servicer or any of their Subsidiaries or Affiliates as though Bank of America were not the Agent or an Alternate Investor hereunder and without notice to or consent of the Investors.  The Investors acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding the SPV, the Originator, the Servicer or their respective Affiliates (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Agent shall be under no obligation to provide such information to them.  With respect to its Commitment, Bank of America (and any successor acting as Agent) in its capacity as an Alternate Investor hereunder shall have the same rights and powers under this Agreement as any other Alternate Investor and may exercise the same as though it were not the Agent or an Alternate Investor, and the term “Alternate Investor” or “Alternate Investors” shall, unless the context otherwise indicates, include the Agent in its individual capacity.

Section 10.9Resignation of Agent.

The Agent may resign as Agent upon thirty (30) days’ notice to the Investors.  If the Agent resigns under this Agreement, the Majority Investors shall appoint from among the Alternate Investors a successor agent for the Investors.  If no successor agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Investors a successor agent from among the Alternate Investors.  Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the term “Agent” shall mean such successor agent and the retiring Agent’s appointment, powers and duties as Agent shall be terminated.  After any retiring Agent’s resignation hereunder as Agent, the provisions of this  Section 10.9 and Sections 10.3 and 10.7 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement.  If no successor agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Alternate Investors shall perform all of the duties of the Agent hereunder until such time, if any, as the Majority Investors appoint a successor agent as provided for above.

Section 10.10Payments by the Agent.

Unless specifically allocated to an Alternate Investor pursuant to the terms of this Agreement, all amounts received by the Agent on behalf of the Alternate Investors shall be paid by the Agent to the related Class Agent (for distribution by such Class Agent to the related Alternate Investors), pro rata in accordance with their respective Class Pro Rata Shares on the Business Day received by the Agent, unless such amounts are received after 12:00 noon (New York City time) on such Business Day, in which case the Agent shall use its reasonable efforts to pay such amounts to the related Class Agents on such Business Day, but, in any event, shall pay such amounts to the related Class Agents not later than the following Business Day.

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Section 10.11Appointment and Authorization of Class Agents.

Each Investor hereby irrevocably appoints, designates and authorizes the related Class Agent to take such action on its behalf under the provisions of this Agreement and each other Transaction Document and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this Agreement and any other Transaction Document, together with such other powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Transaction Document, the Class Agents shall not have any duties or responsibilities, except those expressly set forth in this Agreement, nor shall the Class Agents have or be deemed to have any fiduciary relationship with any Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agre ement or any other Transaction Document or otherwise exist against the Class Agents.  Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Class Agents is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law.  Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Section 10.12Delegation of Duties.

Each Class Agent may execute any of its duties under this Agreement or any other Transaction Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  No Class Agent shall be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable care.

Section 10.13Reliance by Class Agents.

(a)Each Class Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the SPV, the Originators and the Servicer), independent accountants and other experts selected by such Class Agent.  Each Class Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the related Investors as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Investors against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.  Each Class Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or consent of a majority of the related Investors or, if required hereunder, all related Investors and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Investors.

(b)For purposes of determining compliance with the conditions specified in Article V on the Closing Date or the date of any Investment or Reinvestment, each Investor that

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has executed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the relevant Class Agent to such Investor for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Investor.

Section 10.14Notice of Termination Event, Potential Termination Event or Servicer Default.

No Class Agent shall be deemed to have knowledge or notice of the occurrence of a Potential Termination Event, a Termination Event or a Servicer Default, unless such Class Agent has received written notice from the Agent, any Investor, the Servicer or the SPV referring to this Agreement, describing such Potential Termination Event, Termination Event or Servicer Default and stating that such notice is a “Notice of Termination Event or Potential Termination Event” or “Notice of Servicer Default,” as applicable.  Each Class Agent will notify the related Investors of its receipt of any such notice.  Each Class Agent shall (subject to Section 10.5) take such action with respect to such Potential Termination Event, Termination Event or Servicer Default as may be requested by a majority of related Investors, provided, however, that, unless and until such Class Agent shall have received any such request, such Class Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Potential Termination Event, Termination Event or Servicer Default as it shall deem advisable or in the best interest of the related Investors.

Section 10.15Credit Decision; Disclosure of Information by the Class Agents.

Each Investor acknowledges that none of the Agent Related Persons has made any representation or warranty to it, and that no act by the related Class Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of the SPV, the Servicer, any Originator or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Investor as to any matter, including whether the Agent Related Persons have disclosed material information in their possession.  Each Investor, including any Investor by assignment, represents to the related Class Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the SPV, the Servicer, the Originators or their respective Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the SPV hereunder.  Each Investor also represents that it shall, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the SPV, the Servicer or the Originators.  Except for notices, reports and other documents expressly herein required to be furnished to the Investors by the re lated Class Agent herein, such Class Agent shall not have any duty or responsibility to provide any Investor with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the SPV, the Servicer,

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the Originators or their respective Affiliates which may come into the possession of any of the Agent Related Persons.

Section 10.16Indemnification of the Class Agent.

Whether or not the transactions contemplated hereby are consummated, the Alternate Investors shall indemnify upon demand each Agent Related Person (to the extent not reimbursed by or on behalf of the SPV and without limiting the obligation of the SPV to do so), pro rata, and hold harmless each Agent Related Person from and against any and all Indemnified Amounts incurred by it; provided, however, that no Alternate Investor shall be liable for the payment to any Agent Related Person of any portion of such Indemnified Amounts resulting from such Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction; provided, however, that no action taken in accordance with the directions of the Majority Investors shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. 0; Without limitation of the foregoing, each Alternate Investor shall reimburse the related Class Agent upon demand for its ratable share of any costs or out of pocket expenses (including attorney’s fees) incurred by such Class Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Transaction Document, or any document contemplated by or referred to herein, to the extent that such Class Agent is not reimbursed for such expenses by or on behalf of the SPV.  The undertaking in this Section shall survive payment on the Final Payout Date and the resignation or replacement of the Class Agents.

Section 10.17Class Agent in Individual Capacity.

Bank of America (and any successor acting as Class Agent for the Enterprise Funding Class) and its Affiliates, PNC Bank (and any successor acting as a Class Agent for the Market Street Class) and its Affiliates and any other Class Agent who becomes a party to this Agreement (and any successor acting as a Class Agent for any such Class) and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with any of the SPV, the Originators and the Servicer or any of their Subsidiaries or Affiliates as though Bank of America or PNC Bank were not Class Agents or an Alternate Investor hereunder and without notice to or consent of the Investors.  The Investors acknowledge that, pursuant to such activities, the Class Agents or their respective Affiliates may receive information regarding the SPV, the Originators, the Servicer or their respective Affiliates (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Class Agents shall be under no obligation to provide such information to them.  With respect to its Commitment, the Class Agents, respectively, (and any successor acting as Class Agent) in its capacity as an Alternate Investor hereunder shall have the same rights and powers under this Agreement as any other Alternate Investor and may exercise the same as though it were not the Class Agent or an Alternate Investor, and the term “Alternate Investor” or “Alternate Investors” shall, unless the context otherwise indicates, include the Class Agents in each in its individual capacity.

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Section 10.18Resignation of Class Agent.

Each Class Agent may resign as Class Agent upon thirty (30) days’ notice to the related Investors.  If a Class Agent resigns under this Agreement, the majority of related Investors shall appoint from among the related Alternate Investors a successor agent for the related Investors.  If no successor agent is appointed prior to the effective date of the resignation of any Class Agent, such Class Agent may appoint, after consulting with the related Investors a successor agent from among the related Alternate Investors.  Upon the acceptance of its appointment as successor Class Agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Class Agent and the term “Class Agent” shall mean such successor Class Agent and the retiring Class Agent’s appointment, powers and duti es as Class Agent shall be terminated.  After any retiring Class Agent’s resignation hereunder as a Class Agent, the provisions of   Section 10.10 and Sections 10.16 and 10.18 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Class Agent under this Agreement.  If no successor agent has accepted appointment as Class Agent by the date which is thirty (30) days following a retiring Class Agent’s notice of resignation, the retiring Class Agent’s resignation shall nevertheless thereupon become effective and the Alternate Investors shall perform all of the duties of the Class Agent hereunder until such time, if any, as the majority of related Investors appoint a successor agent as provided for above.

Section 10.19Liability of Agent and the Class Agents.

No Agent Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any Investor for any recital, statement, representation or warranty made by the SPV, any Originator or the Servicer, or any officer thereof, contained in this Agreement or in any other Transaction Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent or any Class Agent under or in connection with, this Agreement or any other Transaction Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document, or for any failure of the SPV, any Originator, the Servicer or any other party to any Transaction Document to perform its obligations hereunder or thereunder.  No Agent Related Person shall be under any obligation to any Investor to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of the SPV, the Originators or the Servicer or any of their respective Affiliates.

Article XI

Miscellaneous

Section 11.1Term of Agreement.

This Agreement shall terminate on the Final Payout Date; provided, however, that (a) the rights and remedies of the Agent, the Investors and the Class Agents with respect to any representation and warranty made or deemed to be made by the SPV on or prior to the Final

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Payout Date pursuant to this Agreement, (b) the indemnification and payment provisions of Article IX, (c) the provisions of Section 10.7 and Section 10.16 and (d) the agreements set forth in Sections 11.11 and 11.12, shall be continuing and shall survive any termination of this Agreement.

Section 11.2Waivers; Amendments.

(a)No failure or delay on the part of the Agent, the Investors, any Class Agent or any Alternate Investor in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy.  The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law.

(b)Any provision of this Agreement or any other Transaction Document may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the SPV, the Originator, the Servicer, the Agent and the Majority Investors; provided that no such amendment or waiver shall, unless signed by each Investor directly affected thereby, (i) increase the Commitment of any Alternate Investor, (ii) reduce the Net Investment, any Class Net Investment (or portion thereof funded by any Investor) or rate of Yield to accrue thereon or any fees or other amounts payable hereunder, (iii)  postpone any date fixed for the payment of any scheduled distribution in respect of the Net Investment or Yield with respect thereto or any fees or other amounts payable hereunder or for termination of any Commitment, (iv) change the percentage of the Commitments of Alternate Investors which shall be required for the Alternate Investors or any of them to take any action under this Section or any other provision of this Agreement, (v) release all or substantially all of the property with respect to which a security or ownership interest therein has been granted hereunder to the Agent or the Alternate Investors or (vi) extend or permit the extension of the Commitment Termination Date (it being understood that a waiver of a Termination Event  shall not constitute an extension or increase in the Commitment of any Alternate Investor); and provided, further, that the signature of the SPV and the Originator shall not be required for the effectiveness of any amendment which mod ifies the representations, warranties, covenants or responsibilities of the Servicer at any time when the Servicer is not the Originator or any Affiliate of the Originator or a successor Servicer is designated by the Agent pursuant to Section 7.1.  In the event the Agent or a Class Agent requests an Investor’s consent pursuant to the foregoing provisions and such Agent or a Class Agent does not receive a consent (either positive or negative) from such Investor within ten (10) Business Days of such Investor’s receipt of such request, then such Investor (and its percentage interest hereunder) shall be disregarded in determining whether such Agent or a Class Agent shall have obtained sufficient consent hereunder.

Section 11.3Notices; Payment Information.

Except as provided below, all communications and notices provided for hereunder shall be in writing (including facsimile or electronic transmission or similar writing) and shall be given to the other party at its address or facsimile number set forth in Schedule 11.3 or at such other address or facsimile number as such party may hereafter specify for the purposes of notice to such party.  Each such notice or other communication shall be effective (a) if given by

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facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 11.3 and confirmation is received, (b) if given by mail, three (3) Business Days following such posting, if postage prepaid, and if sent via U.S.  certified or registered mail, (c) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, or (d) if given by any other means, when received at the address specified in this Section 11.3, provided that an Investment Request shall only be effective upon receipt by the applicable Class Agent.  The SPV agrees to deliver promptly to the Investors or the Class Agents, as applicable a written confirmation of each telephonic notice signed by an authorized officer of SPV.  However, the absence of such confirmation shall not affect th e validity of such notice.  If the written confirmation differs in any material respect from the action taken by the Investors or the Class Agents, as applicable, the records of the Investors or the Class Agents, as applicable shall govern.

Section 11.4Governing Law; Submission to Jurisdiction; Appointment of Service Agent.

(a)THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).  EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  NOTHING IN THIS SECTION 11.4 SHALL AFFECT THE RIGHT OF THE INVESTORS, THE AGENT OR THE CLASS AGENTS TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE SPV, THE ORIGINATOR, THE SELLER OR THE SERVICER OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.

(b)EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS.

(c)The SPV, the Servicer, the Seller and the Originator each hereby appoint CT Corporation System located at 111 Eighth Avenue, New York, New York 10011 as the

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authorized agent upon whom process may be served in any action arising out of or based upon this Agreement, the other Transaction Documents to which such Person is a party or the transactions contemplated hereby or thereby that may be instituted in the United States District Court for the Southern District of New York and of any New York State court sitting in The City of New York by any Investor, any Class Agent, the Agent, the Collateral Agent or any successor or assignee of any of them.

Section 11.5Integration.

This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire Agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

Section 11.6Severability of Provisions.

If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions.

Section 11.7Counterparts; Facsimile Delivery.

This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement.  Delivery by facsimile of an executed signature page of this Agreement shall be effective as delivery of an executed counterpart hereof.

Section 11.8Successors and Assigns; Binding Effect.

(a)This Agreement shall be binding on the parties hereto and their respective successors and assigns; provided, however, that none of the SPV, the Servicer or the Originator may assign any of its rights or delegate any of its duties hereunder or under the First Tier Agreement, the Second Tier Agreement or under any of the other Transaction Documents to which it is a party without the prior written consent of the Agent and each Class Agent.  Except as provided in clause (b) below, no provision of this Agreement shall in any manner restrict the ability of any Investor to assig n, participate, grant security interests in, or otherwise transfer any portion of the Asset Interest.

(b)Any Alternate Investor may assign all or any portion of its Commitment and its interest in the related Class Net Investment and the Asset Interest and its other rights and obligations hereunder to any Person with the written approval of the related Class Agent, on behalf of the related Conduit Investor, and the Agent.  In connection with any such assignment, the assignor shall deliver to the assignee(s) an Assignment and Assumption Agreement, duly executed, assigning to such assignee a pro rata interest in such assignor’s Commitment and oth er obligations hereunder and in the related Class Net Investment, the Asset Interest and other rights hereunder, and such assignor shall promptly execute and deliver all further instruments and documents, and take all further action, that the assignee may reasonably request, in order to

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protect, or more fully evidence the assignee’s right, title and interest in and to such interest and to enable the Agent, on behalf of such assignee, to exercise or enforce any rights hereunder and under the other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party.  Upon any such assignment, (i) the assignee shall have all of the rights and obligations of the assignor hereunder and under the other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party with respect to such assignor’s Commitment and interest in the related Class Net Investment and the Asset Interest for all purposes of this Agreement and under the other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party and (ii) the assignor shall have no further obli gations with respect to the portion of its Commitment which has been assigned and shall relinquish its rights with respect to the portion of its interest in the related Class Net Investment and the Asset Interest which has been assigned for all purposes of this Agreement and under the other Transaction Documents to which such assignor is or, immediately prior to such assignment, was a party.  No such assignment shall be effective unless a fully executed copy of the related Assignment and Assumption Agreement shall be delivered to the related Class Agent, the Agent and the SPV.  All costs and expenses of the related Class Agent and the Agent incurred in connection with the preparation and execution of any documentation related to any assignment hereunder shall be borne by the assignee.  No Alternate Investor shall assign any portion of its Commitment hereunder without also simultaneously assigning an equal portion of its interest in the Program Support Agreement to which it is a party or under which it has acquired a participation.

(c)By executing and delivering an Assignment and Assumption Agreement, the assignor and assignee thereunder confirm to and agree with each other and the other parties hereto as follows:  (i) other than as provided in such Assignment and Assumption Agreement, the assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto or the execution, legality, validity, enforceability, ge nuineness, sufficiency or value or this Agreement, the other Transaction Documents or any such other instrument or document; (ii) the assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the SPV, the Originator or the Servicer or the performance or observance by the SPV, the Originator or the Servicer of any of their respective obligations under this Agreement, the First Tier Agreement, the Second Tier Agreement, the other Transaction Documents or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, the First Tier Agreement, the Second Tier Agreement, each other Transaction Document and such other instruments, documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement and to purchase such interest; (iv) such assignee will, independently and without relia nce upon the Agent or any Class Agent, or any of their respective Affiliates, or the assignor and based on such agreements, documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Transaction Documents; (v) such assignee appoints and authorizes the Agent and the related Class Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the other Transaction Documents and any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent or such Class Agent by the terms hereof or thereof, together

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with such powers as are reasonably incidental thereto and to enforce its respective rights and interests in and under this Agreement, the other Transaction Documents and the Affected Assets; (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Transaction Documents are required to be performed by it as the assignee of the assignor; and (vii) such assignee agrees that it will not institute against any Conduit Investor any proceeding of the type referred to in Section 11.11 prior to the date which is one year and one day after the payment in full of all Commercial Paper issued by such Conduit Investor.

(d)Without limiting the foregoing, each Conduit Investor may, from time to time, with prior or concurrent notice to the SPV, the Servicer and the Agent, in one transaction or a series of transactions, assign all or a portion of the related Class Net Investment and its rights and obligations under this Agreement and any other Transaction Documents to which it is a party to a Conduit Assignee.  Upon and to the extent of such assignment by such Conduit Investor to a Conduit Assignee, (i) such Conduit Assignee shall be the owner of the assigned portion of the related Class Net Investment, (ii) t he related administrator for such Conduit Assignee will act as the Class Agent for such Conduit Assignee, with all corresponding rights and powers, express or implied, granted to a Class Agent hereunder or under the other Transaction Documents, (iii) such Conduit Assignee (and any related commercial paper issuer, if such Conduit Assignee does not itself issue commercial paper) and their respective liquidity support provider(s) and credit support provider(s) and other related parties shall have the benefit of all the rights and protections provided to the related Conduit Investor and its Program Support Provider(s) herein and in the other Transaction Documents (including any limitation on recourse against such Conduit Assignee or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit Assignee, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all (or the assigned or assumed portion) of the related Conduit Investor’s obligations, if any, hereunder or any other Transaction Document, and such Conduit Investor shall be released from such obligations, in each case to the extent of such assignment, and the obligations of such Conduit Investor and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of the related Class Net Investment shall be made to the applicable agent or Agent, as applicable, on behalf of the related Conduit Investor and such Conduit Assignee on a pro rata basis according to their respective interests, (vi) the definition of the term “CP Rate” with respect to the portion of the related Class Net Investment funded with commercial paper issued by the related Conduit Investor from time to time shall be determined in the manner set forth in the definition of “CP Rate” applicable to such Co nduit Investor on the basis of the interest rate or discount applicable to commercial paper issued by such Conduit Assignee (or the related commercial paper issuer, if such Conduit Assignee does not itself issue commercial paper) rather than the Conduit Investor, (vii) the defined terms and other terms and provisions of this Agreement and the other Transaction Documents shall be interpreted in accordance with the foregoing, and (viii) if requested by the Agent or administrative agent with respect to a Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions as the Agent or such administrative agent may reasonably request to evidence and give effect to the foregoing.  No assignment by a Conduit Investor to a Conduit Assignee of all or any portion of the related Class Net Investment shall in any way diminish the related Alternate Investors’ obligation under Section 2.3 to fund any Investment not funded by the r elated Conduit Investor or such Conduit Assignee or to acquire from such Conduit Investor or

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such Conduit Assignee all or any portion of the related Class Net Investment pursuant to Section 3.1.

(e)In the event that a Conduit Investor makes an assignment to a Conduit Assignee in accordance with clause (d) above, the related Alternate Investors:  (i) if requested by the related Class Agent, shall terminate their participation in the applicable Program Support Agreement to the extent of such assignment, (ii) if requested by the related Class Agent, shall execute (either directly or through a participation agreement, as determined by the related Class Agent) the program support agreement related to such Conduit Assignee, to the extent of such assignment, the term s of which shall be substantially similar to those of the participation or other agreement entered into by such Alternate Investor with respect to the applicable Program Support Agreement (or which shall be otherwise reasonably satisfactory to the related Class Agent and the related Alternate Investors), (iii) if requested by a related Conduit Investor, shall enter into such agreements as requested by such Conduit Investor pursuant to which they shall be obligated to provide funding to such Conduit Assignee on substantially the same terms and conditions as is provided for in this Agreement in respect of such Conduit Investor (or which agreements shall be otherwise reasonably satisfactory to such Conduit Investor and the related Alternate Investors), and (iv) shall take such actions as the Agent shall reasonably request in connection therewith.

(f)Each of the SPV, the Servicer, the Seller and the Originator hereby agrees and consents to the assignment by the Conduit Investor from time to time of all or any part of its rights under, interest in and title to this Agreement and the Asset Interest to any Program Support Provider.  In addition, each of the SPV, the Servicer, the Seller and the Originator hereby agrees and consents to the assignment by any Conduit Investor from time to time of all or any part of its rights under, interest in and title to this Agreement and the Asset Interest to the related Class Agent or the related C ollateral Agent.

Section 11.9Waiver of Confidentiality.

Each of the SPV, the Servicer, the Seller and the Originator hereby consents to the disclosure of any non-public information with respect to it received by the Agent, any Investor or the Class Agents to any other Investor or potential Investor, the Agent, any nationally recognized statistical rating organization rating any Conduit Investor’s Commercial Paper, any dealer or placement agent of or depositary for such Conduit Investor’s Commercial Paper, any Class Agent, any Collateral Agent, any Program Support Provider or any of such Person’s counsel or accountants in relation to this Agreement or any other Transaction Document if such Persons are informed of the confidential nature of such information.

Section 11.10Confidentiality Agreement.

Each of the SPV, the Servicer, the Seller and the Originator hereby agrees that it will not disclose the contents of this Agreement or any other Transaction Document or any other proprietary or confidential information of or with respect to any Investor, the Agent, any Class Agent, any Collateral Agent or any Program Support Provider to any other Person except (a) its auditors and attorneys, employees or financial advisors (other than any commercial bank) and any nationally recognized statistical rating organization, provided such auditors, attorneys,

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employees, financial advisors or rating agencies are informed of the highly confidential nature of such information or (b) as otherwise required by applicable law (including securities laws and SEC filings) or order of a court of competent jurisdiction.

Section 11.11No Bankruptcy Petition Against the Conduit Investors.

Each of the SPV, the Servicer, the Seller and the Originator hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all outstanding Commercial Paper or other rated indebtedness of any Conduit Investor (or its related commercial paper issuer), it will not institute against, or join any other Person in instituting against, any Conduit Investor any proceeding of a type referred to in the definition of Event of Bankruptcy.

Section 11.12No Recourse Against Conduit Investors.

Notwithstanding anything to the contrary contained in this Agreement, the obligations of each Conduit Investor under this Agreement and all other Transaction Documents are solely the corporate obligations of such Conduit Investor and shall be payable solely to the extent of funds received from the SPV in accordance herewith or from any party to any Transaction Document in accordance with the terms thereof in excess of funds necessary to pay matured and maturing Commercial Paper.

[Signatures Follow]

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In Witness Whereof, the parties hereto have executed and delivered this Agreement as of the date first written above.

UNITED STATIONERS SUPPLY CO.,
as Originator
By:	/s/ Robert J. Kelderhouse
Name:			Robert J. Kelderhouse
Title:		Vice-President and Treasurer

UNITED STATIONERS FINANCIAL SERVICES LLC, as Seller and Servicer
By:	/s/ Robert J. Kelderhouse
Name:			Robert J. Kelderhouse
Title:		Vice-President and Treasurer

UNITED STATIONERS RECEIVABLES, LLC, as SPV
By:	/s/ Robert J. Kelderhouse
Name:			Robert J. Kelderhouse
Title:		Vice-President and Treasurer

[Signatures Continued on Next Page]

[Signature page to Transfer and Administration Agreement]

ENTERPRISE FUNDING, as a Conduit Investor
By:	/s/ Kevin P. Burns
Name:			Kevin P. Burns
Title:		Vice President

Commitment$102,000,000

BANK OF AMERICA, NATIONAL ASSOCIATION, as Agent, as a Class Agent and as an Alternate Investor
By:	/s/ Jeremy Grubb
Name:			Jeremy Grubb
Title:		Vice President

[Signatures Continued on Next Page]

[Signature page to Transfer and Administration Agreement]

MARKET STREET, as a Conduit Investor
By:	/s/ Doris J. Hearn
Name:			Doris J. Hearn
Title:		Vice President

Commitment$51,000,000

PNC BANK, as a Class Agent and as an Alternate Investor
By:	/s/ William P. Falcon
Name:			William P. Falcon
Title:		Vice President

[End of Signatures]

[Signature page to Transfer and Administration Agreement]

SCHEDULE I

Section 2.4 of this Agreement shall be read in its entirety as follows:

Section 2.4Determination of Yield and Rate Periods.  (a) From time to time, for purposes of determining the Rate Periods applicable to the different portions of the related Class Net Investment and of calculating Yield with respect thereto, each Class Agent shall allocate its related Class Net Investment to one or more tranches (each a “Portion of Investment”).  At any time, each Portion of Investment shall have only one Rate Period and one Rate Type.  For the avoidance of doubt, at any time when the related Class Net Investment is not divided into more than one portion, “Portion of Investment” means 100% of the r elated Class Net Investment.

(b)[Reserved].

(c)As used in this Section 2.4, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

Alternate Rate:  For any Rate Period for any Portion of Investment, an interest rate per annum equal to 1.75% per annum above the Offshore Rate for such Rate Period; provided, however, that in the case of:

(i)any Rate Period which commences on a date other than a Settlement Date or which commences prior to the Agent receiving at least three (3) Business Days notice thereof, or

(ii)any Rate Period relating to a Portion of Investment which is less than $2,000,000,

the “Alternate Rate” for each day in such Rate Period shall be an interest rate per annum equal to the Base Rate in effect on such day.  The “Alternate Rate” for any date on or after the declaration or automatic occurrence of Termination Date pursuant to Section 8.2 shall be an interest rate equal to the Default Rate in effect on such day.

Base Rate:  For any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate for such day, plus .50%, (b) the rate of interest in effect for such day as publicly announced from time to time by the Agent as its “prime rate” and (c) the Offshore Rate for such day, plus 1.75%.  The “prime rate” is a rate set by the Agent based upon various factors including the Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in the prime rate announced by the Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

CP Rate:  For any Conduit Investor and any Rate Period for any Portion of Investment, the per annum rate equivalent to the weighted average cost (as determined by the related Class Agent and which shall include commissions of placement agents and dealers, incremental carrying costs incurred with respect to Commercial Paper related to the Conduit Investor that is a member

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of such Class maturing on dates other than those on which corresponding funds are received by such Conduit Investor (or its related commercial paper issuer if the Conduit Investor does not itself issue commercial paper), other borrowings by such Conduit Investor (other than under any Program Support Agreement) and any other costs associated with the issuance of Commercial Paper related to the Conduit Investor that is a member of such Class) of or related to the issuance of Commercial Paper related to the Conduit Investor that is a member of such Class that is allocated, in whole or in part, by such Conduit Investor or the related Class Agent to fund or maintain such Portion of Investment (and which may be also allocated in part to the funding of other assets of such Conduit Investor); provided, however, that if any component of such rate is a discount ra te, in calculating the “CP Rate” for such Conduit Investor for such Portion of Investment for such Rate Period, such Conduit Investor (or such related commercial paper issuer) shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.

Federal Funds Rate:  For any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Agent on such day on such transactions as determined by it.

Offshore Rate:  For any Rate Period for any Portion of Investment, a rate per annum determined by the Agent pursuant to the following formula:

Offshore Rate =	Offshore Base Rate
	1.00 - Eurodollar Reserve Percentage

Where,

Offshore Base Rate:  For such Rate Period:

(i)the rate per annum (carried out to the fifth decimal place) equal to the rate determined by the Agent to be the offered rate that appears on the page of the Reuters Screen that displays an average British Bankers Association Interest Settlement Rate (such page currently being page number LIBOR01) for deposits in Dollars (for delivery on the first day of such Rate Period) with a term equivalent to such Rate Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Rate Period, or

(ii)in the event the rate referenced in the preceding subsection (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum (carried to the fifth decimal place) equal to the rate determined by the Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the

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first day of such Rate Period) with a term equivalent to such Rate Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Rate Period, or

(iii)in the event the rates referenced in the preceding subsections (a) and (b) are not available, the rate per annum determined by the Agent as the rate of interest at which Dollar deposits (for delivery on the first day of such Rate Period) in same day funds in the approximate amount of the applicable Portion of Investment to be funded by reference to the Offshore Rate and with a term equivalent to such Rate Period would be offered by its London Branch to major banks in the offshore dollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Rate Period; and

Eurodollar Reserve Percentage:  For any day during any Rate Period, the reserve percentage (expressed as a decimal, rounded upward to the next 1/100th of 1%) in effect on such day, whether or not applicable to any Investor, under regulations issued from time to time by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “eurocurrency liabilities”).  The Offshore Rate shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

Rate Period:  Unless otherwise mutually agreed by a Class Agent for any Portion of Investment funded by the related Class and the SPV, (a) with respect to any Portion of Investment funded by the issuance of Commercial Paper, (i) initially the period commencing on (and including) the date of the initial purchase or funding of such Portion of Investment and ending on (and including) the last day of the current calendar month, and (ii) thereafter, each period commencing on (and including) the first day after the last day of the immediately preceding Rate Period for such Portion of Investment and ending on (and including) the last day of the current calendar month; and (b) with respect to any Portion of Investment not funded by the issuance of Commercial Paper, (i) initially the period commencing on (and including) t he date of the initial purchase or funding of such Portion of Investment and ending on (but excluding) the next following Settlement Date, and (ii) thereafter, each period commencing on (and including) a Settlement Date and ending on (but excluding) the next following Settlement Date; provided, that

(A)any Rate Period with respect to any Portion of Investment (other than any Portion of Investment accruing Yield at the CP Rate) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day; provided, however, if Yield in respect of such Rate Period is computed by reference to the Offshore Rate, and such Rate Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Rate Period shall end on the next preceding Business Day;

(B)in the case of any Rate Period for any Portion of Investment which commences before the Termination Date and would otherwise end on a date

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occurring after the Termination Date, such Rate Period shall end on such Termination Date and the duration of each Rate Period which commences on or after the Termination Date shall be of such duration as shall be selected by the related Class Agent; and

(C)any Rate Period in respect of which Yield is computed by reference to the CP Rate may be terminated at the election of the Class Agent for the Class funding the related Portion of Investment at any time, in which case such Portion of Investment shall be allocated by the related Class Agent to a new Rate Period commencing on (and including) the date of such termination and ending on (but excluding) the next following Settlement Date, and shall accrue Yield at the Alternate Rate.

Rate Type:  The Offshore Rate, the Base Rate or the CP Rate.

Yield:  For any Portion of Investment:

(i)during any Rate Period to the extent a Conduit Investor funds such Portion of Investment through the issuance of Commercial Paper (directly or indirectly through a related commercial paper issuer),

CPR x I x D

360

(ii)funded by an Alternate Investor and for any Portion of Investment to the extent a Conduit Investor will not be funding such Portion of Investment through the issuance of Commercial Paper (directly or indirectly through a related commercial paper issuer),

AR x I x D

360

where:

AR	=	the Alternate Rate for such Portion of Investment for such Rate Period,
CPR	=	the CP Rate for such Portion of Investment for such Rate Period (as determined by the related Class Agent on or prior to the fifth Business Day of the calendar month next following such Rate Period),
D	=	the actual number of days during such Rate Period, and
I	=	the weighted average of such Portion of Investment during such Rate Period

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; provided that no provision of the Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by applicable law; and provided, further, that at all times after the declaration or automatic occurrence of the Termination Date pursuant to Section 8.2, Yield for all Portion of Investment shall be determined as provided in clause (ii) of this definition.

(d)Offshore Rate Protection; Illegality.  (i) If the Agent is unable to obtain on a timely basis the information necessary to determine the Offshore Rate for any proposed Rate Period, then

(A)the Agent shall forthwith notify the Investors and the SPV that the Offshore Rate cannot be determined for such Rate Period, and

(B)while such circumstances exist, the Investors, the Class Agents and the Agent shall not allocate any Portion of Investment or reallocate any Portion of Investment to a Rate Period with respect to which Yield is calculated by reference to the Offshore Rate.

(ii)If, with respect to any outstanding Rate Period, any Class Agent notifies the Agent that any of the Investors that comprise any of its Class is unable to obtain matching deposits in the London interbank market to fund its purchase or maintenance of such Portion of Investment or that the Offshore Rate applicable to such Portion of Investment will not adequately reflect the cost to the Person of funding or maintaining such Portion of Investment for such Rate Period, then (A) the Agent shall forthwith so notify the SPV and the Investors and (B) upon such notice and thereafter while such circumstances exist the Agent, the Class Agents and the Investors shall not allocate any Portion of Investment or realloc ate any Portion of Investment, to a Rate Period with respect to which Yield is calculated by reference to the Offshore Rate and all Portions of Investment that have been allocated to a Rate Period to which the Offshore Rate applies shall be automatically allocated to a new Rate Period to which the Base Rate applies and the Rate Period to which such Offshore Rate applied terminated on such day.

(iii)Notwithstanding any other provision of this Agreement, if any Conduit Investor or any Alternate Investor, as applicable, shall notify the Agent that such Person has determined (or has been notified by any Program Support Provider) that the introduction of or any change in or in the interpretation of any Law makes it unlawful (either for such Conduit Investor, such Alternate Investor, or such Program Support Provider, as applicable), or any central bank or other Official Body asserts that it is unlawful, for such Conduit Investor, such Alternate Investor or such Program Support Provider, as applicable, to fund the purchases or maintenance of any Portion of Investment accruing Yield calculated by reference to the Offshore Rate, then ( A) as of the effective date of such notice from such Person to the Agent, the obligation or ability of such Conduit Investor or such Alternate Investor, as applicable, to fund the making or maintenance of any Portion of Investment accruing Yield calculated by reference to the Offshore Rate shall be suspended until such Person notifies the Agent that the circumstances causing such suspension no longer exist and (B) each Portion of Investment made or maintained by such Person accruing Yield calculated by reference to

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the Offshore Rate shall be deemed to accrue Yield at the Base Rate from the effective date of such notice until the end of such Rate Period.

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SCHEDULE II

Specified Ineligible Receivables

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SCHEDULE III

(Settlement Procedures)

Sections 2.12 through 2.15 of the Agreement shall be read in their entirety as follows:

Section  2.12Settlement Procedures.  (a) Daily Procedure.  The Servicer, on behalf of the SPV and for the benefit of the Agent, the Class Agents and the Investors, shall on a daily basis manage the Collections of Receivables received or deemed received by the SPV or the Servicer on such day in accordance with the provisions of this Agreement and in such a manner that the SPV shall have sufficient funds available (to the extent of the Collections of Receivables received or deemed received) at all times, including on each Settlement Date, to pay its obligations due on such day, including, without limitation, managing Investments, Reinvestments and Deemed Collections and setting aside an amount equal to the excess, if any, of (i) the greatest of: (A) if the SPV shall have elected to reduce the Net Investment under Section 2.13, the amount of the proposed reduction, (B) the amount, if any, by which the sum of the Net Investment and Required Reserves shall exceed the Net Pool Balance (minus any portion of the Required Reserves attributable to such excess), together with the amount, if any, by which the Net Investment shall exceed the Maximum Net Investment, and (C) if such day is on or after the Termination Date, the Net Investment; over (ii) the aggregate of the amounts theretofore set aside for such purposes.  To the extent and for so long as such Collections may not be reinvested pursuant to Section 2.2(b), the Servicer shall hold such Collections in trust for the benefit of the Agent.

(b)Settlement Procedures.

(i)  The Servicer shall deposit into each Class Agent’s account, on each Business Day selected by the SPV for a reduction of the Net Investment under Section 2.13 the related Class Pro Rata Share of the amount of Collections held for the Agent pursuant to Section 2.12(a)(ii).

(ii)  On any date on or prior to the Termination Date, if the sum of the Net Investment and Required Reserves exceeds the Net Pool Balance the Servicer shall immediately pay to each Class Agent’s account from amounts set aside pursuant to clause (ii) or clause (iii) of Section 2.12(a) an amount equal to the related Class Pro Rata Share of such excess (minus any portion of the Class Pro Rata Share of Required Reserves attributable to such excess).

(iii)  On each Settlement Date, the Servicer shall deposit to each Class Agent’s account:

(A)out of the amounts set aside pursuant to clause (i) of Section 2.12(a) and not theretofore deposited in accordance with Section 2.12(b), an amount equal to the accrued and unpaid Yield, Servicing Fee, Program Fee and Facility Fee for the related Rate Period together with any other Aggregate Unpaids (other than Net Investment) then due to the related Class; and

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(B)out of the amount, if any, set aside pursuant to clause (ii) and (to the extent not theretofore reinvested) clause (iii) of Section 2.12(a) and not theretofore deposited to such Class Agent’s account pursuant to this Section 2.12(b), an amount equal to related Class Pro Rata Share of the lesser of such amount and the Net Investment;

provided, however, that if the Agent gives its consent (which consent may be revoked at any time), the Servicer may retain amounts which would otherwise be deposited in respect of accrued and unpaid Servicing Fee, in which case no distribution shall be made in respect of such Servicing Fee under clause (c) below.  Any amounts set aside pursuant to Section 2.12(a) in excess of the amount required to be deposited in the Class Agents’ accounts pursuant to this subsection (b) shall continue to be set aside and held in trust by the Servicer for application on the next succeeding Settlement Date(s).

(c)Order of Application.  Upon receipt by a Class Agent on any Yield Payment Date of funds deposited pursuant to subsection (b)(iii)(A), such Class Agent shall distribute them to the Investors in its Class, pro rata based on the amount of accrued and unpaid Yield owing to each of them, in payment of the accrued and unpaid Yield on the related Portions of Investment for the related Rate Period.  Upon receipt by a Class Agent of funds deposited pursuant to any other provision of subsection (b), such Class Agent shall distribute them to the Persons, for the purposes and in the order of priority set forth below:

(i)to the related Investors, pro rata based on the amount of accrued and unpaid Yield, Program Fee and Facility Fee owing to each of them, in payment of the accrued and unpaid Yield, Program Fee and Facility Fee on the Portions of Investment for the related Rate Period for such Class;

(ii)if the Seller or any Affiliate of the Originator is not then the Servicer, to the Servicer in payment of the related Class Pro Rata Share of the accrued and unpaid Servicing Fee payable on such Settlement Date;

(iii)to the related Investors, pro rata based on their respective interests in the Asset Interest (based upon the respective portions of the Class Net Investment owned by each of them) except as otherwise provided in Section 3.3(b), in reduction of the related Class Net Investment;

(iv)to the Agent, itself, the related Investors or such other Person as may be entitled to such payment, in payment of the related Class Pro Rata Share of any other Aggregate Unpaids owed by the SPV hereunder to such Person (other than Net Investment, Yield and Servicing Fee); and

(v)if the Seller or any Affiliate of the Originator is the Servicer, to the Servicer in payment of the related Class Pro Rata Share of the accrued Servicing Fee payable on such Settlement Date, to the extent not paid pursuant to clause (ii) above or retained pursuant to subsection (b) above.

Section 2.13Optional Reduction of Net Investment.  The SPV may at any time elect to cause the reduction of the Net Investment as follows:

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(a)the SPV shall instruct the Servicer to (and the Servicer shall) set aside Collections and hold them in trust for the Agent under clause (ii) of Section 2.12(a) until the amount so set aside shall equal the desired amount of reduction; and

(b)on each Settlement Date occurring at least the Required Notice Days after the date of the SPV’s notice, the Servicer shall pay to each Class Agent, in reduction of the Net Investment, the related Class Pro Rata Share of the amount of such Collections so held or, if less, the related Class Net Investment (it being understood that neither the Net Investment nor any Class Net Investment shall be deemed reduced by any amount set aside or held pursuant to this Section 2.13 unless and until, and then only to the extent that, such amount is finally paid to the related Class Agent as aforesaid); provided that, the amount of any such reduction shall be not less than $1,000,000.

Section 2.14  Application of Collections Distributable to SPV.  Unless otherwise instructed by the SPV, the Servicer shall allocate and apply, on behalf of the SPV, Collections distributable to the SPV hereunder first, to the payment to the Seller of the purchase price of new Receivables in accordance with the Second Tier Agreement and/or to Reinvestments as described in Section 2.2(b), second, to the payment or provision for payment of the SPV’s operating expenses, as instructed by the SPV, third, to the repayment to the Seller of Advances (as defined in the Second Tier Agreement) pursuant to Section 3.2(b)(i) of the Second Tier Agreement, subject to Section 6.2(k), fourth, to the payment of interest on Advances to the Seller pursuant to Section 3.2(b)(ii)&nb sp;of the Second Tier Agreement, subject to Section 6.2(k) and fifth, as directed from time to time by the SPV.

Section 2.15 Collections Held in Trust.  So long as the SPV or the Servicer shall hold any Collections or Deemed Collections then or thereafter required to be paid by the SPV to the Servicer or by the SPV or the Servicer to the Agent, it shall hold such Collections in trust, and, if requested by the Agent after the occurrence and during the continuance of a Termination Event or Potential Termination Event, shall deposit such Collections within one Business Day of receipt thereof into the Collection Account.  The Net Investment shall not be deemed reduced by any amount held in trust or in the Collection Account pursuant to Section 2.12 unless and until, and then only to the extent that, such amount is finally paid to the Agent in accordance with Section 2.12(b).

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SCHEDULE 4.1(g)

List of Actions and Suits

None.

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SCHEDULE 4.1(i)

Location of Certain Offices and Records

United Stationers Receivables, LLC

Jurisdiction of formation:  Illinois

Principal Place of Business:  One Parkway North Blvd., Deerfield, Illinois

President:  Victoria J. Reich

Location of Records:  One Parkway North Blvd., Deerfield, Illinois

United Stationers Supply Co.

Jurisdiction of formation:  Illinois

Principal Place of Business:  One Parkway North Blvd., Deerfield, Illinois

Chief Executive Officer:  Richard W. Gochnauer

Location of Records:  One Parkway North Blvd., Deerfield, Illinois

United Stationers Financial Services LLC

Jurisdiction of formation:  Illinois

Principal Place of Business:  One Parkway North Blvd., Deerfield, Illinois

President:  Victoria J. Reich

Location of Records:  One Parkway North Blvd., Deerfield, Illinois

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SCHEDULE 4.1(j)

List of Subsidiaries, Divisions and Tradenames; FEIN

1)United Stationers Receivables, LLC

Subsidiaries:	None
Divisions:	None
Tradenames:	None
Federal Employer Identification Number:		26-4146967

2)United Stationers Supply Co.

Subsidiaries:	Azerty de Mexico, S.A. de C.V.
	Lagasse, Inc
	ORS Nasco, Inc.
	United Stationers Receivables, LLC
	United Stationers Financial Services LLC
	United Stationers Technology Services LLC
	United Stationers Hong Kong Limited
	United Worldwide Limited
Divisions:	United Supply US
	Azerty US
Tradenames:	None
Federal Employer Identification Number:		36-2431718

3)United Stationers Financial Services LLC

Subsidiaries:	USS Receivables Company, Ltd.
Divisions:	None
Tradenames:	None
Federal Employer Identification Number:		36-4428313

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SCHEDULE 4.1(r)

List of Blocked Account Banks and Blocked Accounts

(1)	The following lockboxes and accounts maintained with PNC Bank, National Association:
	P.O. Box 3100-0284 Pasadena, CA 91110
	P.O. Box 7780-1724 Philadelphia, PA 19182-1724
	1708 Solutions Center Chicago, IL 60677-1007
	P.O. Box 67602 Dallas, TX 75267-6502
	Demand Deposit Account #2149466
(2)	The following lockbox and account maintained with U.S. Bank National Association:
	Lockbox Number #952418
	Deposit Account Number #199380226746
(3)	The following account maintained with Fifth Third Bank:
	Demand Deposit Account #7234544398
(4)	The following account maintained with The Northern Trust Company:
	Account Number #3510068

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SCHEDULE 4.1(bb)

Disclosure Representations and Covenants

Originator—Disclosure Representations and Covenants

Disclosure of the Transactions

1.The transactions referred to in the Opinion (the “Transactions”) have been or will be publicly disclosed as follows: (a) the Transactions will be addressed in notes relating to Performance Guarantor’s securitization activities in its financial statements (on which Originator is consolidated); and (b) UCC financing statements will be filed to perfect the transfer (the “Transfer”) of receivables (the “Receivables”) by Originator to United Stationers Financial Services LLC (“Seller”) pursuant to the receivables sale agreement referred to in the Opinion (the “Receivables Sale Agreement”).

2.The footnotes that describe Performance Guarantor’s securitization activities (which include the Transactions) in Performance Guarantor’s consolidated financial statements (which will include Originator, Seller and the SPV) will describe Performance Guarantor’s securitization activities, will inform readers that securitized assets (such as the Receivables) are isolated in special purpose entities and support the securities issued by those entities.

3.The computer records of Seller, as servicer (in such capacity, the “Servicer”) relating to the Receivables will be marked to reflect the Transfer.

4.Originator will not conceal any transfers contemplated by the agreements referred to on Schedule II to the Opinion (the “Agreements”) from any interested party.  Although obligors on the Receivables will not be affirmatively informed of the transfers of their obligations, Originator will not conceal the transfers from any obligor that inquires.  Also, (other than certain rebates and allowances in respect of Receivables) the obligors are not expected to be material creditors of either Originator, Seller or the SPV.

Terms of the Transactions

5.In connection with the Transactions: (a) certain investors in the Receivables rely on the Receivables and the other assets of the Issuer in making their investment decision; (b) certain investors in the Receivables will rely on the Transfer being characterized as a true sale, so as to isolate the Receivables from Originator’s creditors; and (c) the indirect sale of the Receivables to the SPV and its creditors and their financing through the Transactions is beneficial to Originator because it, among other things, increases the liquidity of their assets and, to a lesser extent, diversifies the funding sources for Originator’s business.

6.The terms of the Receivables Sale Agreement and other transactions between Originator and Seller are (a) consistent with those of arm’s-length relationships and (b) fair and equitable to each of the parties.

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7.Originator intends the Transfer to be a true sale by Originator to Seller that is absolute and irrevocable and that provides Seller with the full benefits of ownership of the Receivables.  Originator will convey the Receivables as a result of the credit to Seller without recourse for uncollectibility of the Receivables as a result of the creditworthiness of the related Obligor and without any warranty of collectibility or any unconventional warranty.

8.To finance its purchase, Originator will transfer the Receivables to the Seller, which in turn will transfer the Receivables to the SPV.

9.The consideration received by Originator in the Transfer represents the fair market value of the Receivables.

10.Immediately prior to the Transfer, Originator owned the Receivables free and clear of any lien or other adverse claim.

11.Originator’s representations, warranties, covenants and indemnities in the Receivables Sale Agreement with respect to the Receivables:  (a) cover matters ascertainable by Originator in the ordinary course of business and (b) are intended to ensure that Seller will receive the type of assets that it has bargained to purchase.  Originator believes that such representations, warranties, covenants and indemnities do not cause Originator to retain or assume the risk of nonpayment or other material financial risks of the Receivables based in part on the belief that the matters covered are within Originator’s control, are unlikely to occur, or both.  The representations, warranties and covenants are not intended to cover materi al liabilities that are reasonably likely to occur.

12.There are no agreements or understandings between the SPV, on one hand, and Originator or any of Originator’s other affiliates that are relevant to the Transactions other than the Agreements and any other agreements and understandings specifically referenced in the Agreements.  In particular, there are no other agreements or understandings pursuant to which Originator or another of its other affiliates (a) is responsible for maintaining Seller’s or the SPV’s solvency or (b) provides recourse, guarantees or otherwise retains or assumes financial risks with respect to the Receivables.

Relationship Between Originator and the SPV

13.The SPV is a wholly-owned subsidiary of Seller which is a wholly owned subsidiary of Originator, and the SPV was formed for the special purpose of consummating the Transactions.

14.Originator intends to act in a manner that is consistent with the SPV’s separate and distinct existence and will correct any known misunderstanding regarding its status as a separate entity.

15.Originator prepares and maintains separate corporate and financial records from the SPV that accurately reflect its assets, liabilities and financial affairs.  Originator’s

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believes its assets and liabilities can be readily and inexpensively segregated, ascertained and identified separate from those of the SPV.  All transactions between Originator and the SPV, including monetary transactions, are and will be properly reflected in Originator’s books and records and Originator believes that each transaction will be on terms and conditions consistent with those of an arm’s length transaction.

16.Originator believes that the consolidation of Originator’s and the SPV’s business operations would not result in any significant cost savings or in a significantly greater efficiency or profitability of such combined business operation.

17.Originator and the SPV do not intend to commingle their assets and liabilities, except that Seller, as Servicer of the Receivables: (a) may temporarily commingle collections pending identification and transfer to a collection account for the Transactions; and (b) will retain books and records pertaining to the Receivables.  Originator does not maintain joint bank accounts or other the SPV accounts to which the SPV has independent access.

18.An integration of business functions between Originator and the SPV, if any, exists only to the extent summarized in this paragraph.  The SPV is operated for the exclusive purpose of purchasing Receivables from Seller.  The SPV will have no employees, and the SPV’s day-to-day business operations with respect to the Receivables will be conducted through Seller, in its capacity as Servicer, pursuant to the Transfer and Administration Agreement and that under that agreement, Seller has limited rights, in its capacity as Servicer, to enter into modifications of Receivables on behalf of the SPV, and Seller is generally not permitted to resign as Servicer.  Originator and the SPV may share some expenses, but these are not expected to be mate rial and, in any event, will be allocated between the entities on a basis reasonably related to the cost of the services involved and each entity’s actual use of such services.  Obligors on the Receivables transferred to the SPV will not be notified that their Receivables have been transferred to the SPV.

19.The SPV is held out to the public as a separate entity apart from Originator, including as described under Part I: Description of the Transactions in the Opinion.

20.Originator maintains its own stationery and other business forms separate from the SPV’s and conducts business in its own name (including, without limitation, its contracts and written communications).

21.Originator adheres in all material respects to corporate formalities in all transfers of assets and other transactions between Originator and the SPV.  In general, Originator observes appropriate corporate formalities under applicable law.

22.Originator does not currently, and does not intend to, guaranty, and is not otherwise obligated to repay, the SPV’s liabilities.

23.At closing, Originator will: (a) be solvent; (b) be adequately capitalized to conduct its business and affairs as a going concern, considering the size and nature of its business

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and intended purposes and taking into account pending and threatened claims; and (c) intends to, and believes that it will be able to, pay its debts as they mature.  As a result, Originator is intended to (and is reasonably believed to) be able to survive as a stand-alone entity.

24.Originator does not pay the SPV’s expenses, except as specifically provided in the Agreements.  Any allocations of direct, indirect or overhead expenses for items shared between Originator and the SPV are made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered.

25.Originator has not held itself out, nor does it intend to do so in the future, as responsible for the SPV’s debts.

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Seller—Disclosure Representations and Covenants

Disclosure of the Transactions

1.The transactions referred to in the Opinion (the “Transactions”) have been or will be publicly disclosed as follows: (a) the Transactions will be addressed in notes relating to Performance Guarantor’s securitization activities in its financial statements (on which Seller is consolidated); and (b) UCC financing statements will be filed to perfect the transfer (the “Transfer”) of receivables by the Originator to Seller pursuant to the receivables sales agreement referred to in the Opinion (the “Receivables Sale Agreement”) and the transfer of the Receivables together with a portfolio of additional receivables previously acquired by Seller (the “Receivables”) from S eller to United Stationers Receivables, LLC (the “SPV”) pursuant to the receivables purchase agreement referred to in the Opinion (the “Receivables Purchase Agreement”).

2.The computer records of Seller, as servicer (in such capacity, the “Servicer”) relating to the Receivables will be marked to reflect the Transfer.

3.Seller will not conceal any transfers contemplated by the agreements referred to on Schedule II to the Opinion (the “Agreements”) from any interested party.  Although obligors on the Receivables will not be affirmatively informed of the transfers of their obligations, Seller will not conceal the transfers from any obligor that inquires.  Also, (other than certain rebates and allowances in respect of Receivables) the obligors are not expected to be material creditors of either Seller or the SPV.

Terms of the Transactions

4.In connection with the Transactions: (a) certain investors in the Receivables rely on the Receivables and the other assets of the SPV in making their investment decision; (b) certain investors in the Receivables will rely on the Transfer being characterized as true sales, so as to isolate the Receivables from Seller’s creditors; and (c) the sale of the Receivables to the SPV and their financing through the Transactions is beneficial to Seller and its creditors because it, among other things, increases the liquidity of their assets.

5.The terms of each of the Receivables Sale Agreement and other transactions between Originator and Seller and the Receivables Purchase Agreement and other transactions between Seller and the SPV are (a) consistent with those of arm’s-length relationships and (b) fair and equitable to each of the parties.

6.Seller intends the Transfer to be a true sale by Originator to Seller that is absolute and irrevocable and that provides Seller with the full benefits of ownership of the Receivables.  Seller will receive the conveyance of the Receivables from Originator without recourse for uncollectibility of the Receivables as a result of the creditworthiness of the related Obligor and without any warranty of collectibility or any unconventional warranty.

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7.Seller intends the Transfer to be a true sale by Seller to the SPV that is absolute and irrevocable and that provides the SPV with the full benefits of ownership of the Receivables.  Seller will convey the Receivables to the SPV without recourse for uncollectibility of the Receivables as a result of the creditworthiness of the related Obligor and without any warranty of collectibility or any unconventional warranty.

8.To finance its purchase, Seller will transfer the Receivables to the SPV, which will transfer the Receivables to Bank of America, National Association (for the benefit of certain investors).

9.The consideration received from Originator in the Transfer represents the fair market value of the Receivables.

10.Immediately prior to the Transfer, Seller owned the Receivables free and clear of any lien or other adverse claim.

11.Seller purchases the Receivables in good faith without knowledge of any adverse claim against, interest in, lien on, or defense to payment of, such assets (other than any adverse claim arising solely as a result of any action taken by Seller under the Agreements).

12.Originator’s representations, warranties, covenants and indemnities in the Receivables Sale Agreement with respect to the Receivables and Seller’s representations, warranties, covenants and indemnities in the Receivables Purchase Agreement with respect to the Receivables:  (a) cover matters ascertainable by Originator or Seller, as applicable, in the ordinary course of business and (b) are intended to ensure that Seller or the SPV, as applicable, will receive the type of assets that it has bargained to purchase.  Seller believes that such representations, warranties, covenants and indemnities do not cause Originator or Seller, as applicable, to retain or assume the risk of nonpayment or other material financial risks of the R eceivables based in part on the belief that the matters covered are within Originator’s or Seller’s control, are unlikely to occur, or both.  The representations, warranties and covenants are not intended to cover material liabilities that are reasonably likely to occur.

13.There are no agreements or understandings between the SPV or Seller or any of Seller’s other affiliates that are relevant to the Transactions other than the Agreements and any other agreements and understandings specifically referenced in the Agreements.  In particular, there are no other agreements or understandings pursuant to which Seller or another of its other affiliates (a) is responsible for maintaining Seller’s or the SPV’s solvency or (b) provides recourse, guarantees or otherwise retains or assumes financial risks with respect to the Receivables.

Relationship Between Seller and the SPV

14.The SPV is a wholly-owned subsidiary of Seller and was formed for the special purpose of consummating the Transactions.

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15.Seller intends to act in a manner that is consistent with the SPV’s separate and distinct existence and will correct any known misunderstanding regarding its status as a separate entity.

16.Seller prepares and maintains separate corporate and financial records from the SPV that accurately reflect its assets, liabilities and financial affairs.  Seller believes that its assets and liabilities can be readily and inexpensively segregated, ascertained and identified separate from those of the SPV.  All transactions between Seller and the SPV, including monetary transactions, are and will be properly reflected in Seller’s books and records and Seller believes that each transaction will be on terms and conditions consistent with those of an arm’s length transaction.

17.Seller believes the consolidation of Seller’s and the SPV’s business operations would not result in any significant cost savings or in a significantly greater efficiency or profitability of such combined business operation.

18.Seller and the SPV do not intend to commingle their assets and liabilities, except that Seller, as Servicer of the Receivables: (a) may temporarily commingle collections pending identification and transfer to a collection account for the Transactions; and (b) will retain books and records pertaining to the Receivables.  Seller does not maintain joint bank accounts or other the SPV accounts to which the SPV has independent access.

19.An integration of business functions between Seller and the SPV, if any, exists only to the extent summarized in this paragraph.  The SPV is operated for the exclusive purpose of purchasing Receivables from Seller.  The SPV will have no employees, and the SPV’s day-to-day business operations with respect to the Receivables will be conducted through Seller, in its capacity as Servicer, pursuant to the Transfer and Administration Agreement and that under that agreement, Seller has limited rights, in its capacity as Servicer, to enter into modifications of Receivables on behalf of the SPV, and Seller is generally not permitted to resign as Servicer.  Seller and the SPV may share some expenses, but these are not expected to be material and , in any event, will be allocated between the entities on a basis reasonably related to the cost of the services involved and each entity’s actual use of such services.  Obligors on the Receivables transferred to the SPV will not be notified that their Receivables have been transferred to the SPV.

20.The SPV is held out to the public as a separate entity apart from Seller, including as described under Part I: Description of the Transactions in the Opinion.

21.Seller maintains its own stationery and other business forms separate from the SPV’s and conducts business in its own name (including, without limitation, its contracts and written communications).

22.Seller adheres in all material respects to corporate formalities in all transfers of assets and other transactions between Seller and the SPV.  In general, Seller observes appropriate corporate formalities under applicable law.

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23.Seller does not currently, and does not intend to, guaranty, and is not otherwise obligated to repay, the SPV’s liabilities.

24.At closing, Seller will: (a) be solvent; (b) be adequately capitalized to conduct its business and affairs as a going concern, considering the size and nature of its business and intended purposes and taking into account pending and threatened claims; and (c) intends to, and believes that it will be able to, pay its debts as they mature.  As a result, Seller is intended to (and is reasonably believed to) be able to survive as a stand-alone entity.

25.Seller does not pay the SPV’s expenses, except as specifically provided in the Agreements.  Any allocations of direct, indirect or overhead expenses for items shared between Seller and the SPV are made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered.

26.Seller has not held itself out, nor does it intend to do so in the future, as responsible for the SPV’s debts.

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SPV—Disclosure Representations and Covenants

Disclosure of the Transactions

1.The transactions referred to in the Opinion (the “Transactions”) have been or will be publicly disclosed by the SPV as follows: (a) the Transactions will be addressed in notes relating to Performance Guarantor’s securitization activities in its financial statements (on which the SPV is consolidated) and (b) UCC financing statements will be filed to perfect the transfer (the “Transfer”) of receivables (the “Receivables”) by the Originator to United Stationers Financial Services LLC (“Seller”) pursuant to the receivables sale agreement referred to in the Opinion (the “Receivables Sale Agreement”) and subsequently the Receivables together with a por tfolio of additional receivables previously acquired by Seller (the “Receivables”) by Seller to the SPV pursuant to the receivables purchase agreement referred to in the Opinion (the “Receivables Purchase Agreement”).

2.The SPV will not conceal any transfers contemplated by the agreements referred to on Schedule II to the Opinion (the “Agreements”) from any interested party.  Although obligors on the Receivables will not be affirmatively informed of the transfers of their obligations, the SPV will not conceal those transfers from any obligor that inquires.  Also, (other than certain rebates and allowances in respect of Receivables) the obligors are not expected to be material creditors of the SPV.

Terms of the Transactions

3.In connection with the Transactions: (a) the Investors rely on the Receivables and the other assets of the SPV in making their investment decision and will rely on the Transfers being characterized as true sales, so as to isolate the Receivables from Performance Guarantor’s, Originator’s and Seller’s creditors.

4.The terms of the transactions between the SPV and each of Performance Guarantor, Originator and Seller are (a) consistent with those of arm’s-length relationships and (b) fair and equitable to each of the parties.

5.The SPV intends the Transfer to be a true sale by Seller to the SPV that is absolute and irrevocable and that provides the SPV with the full benefits of ownership of the Receivables.  The SPV will receive the conveyance of the Receivables from Seller without recourse for bad debt or uncollectibility of the Receivables and without any warranty of collectibility or any unconventional warranty.

6.The consideration received by Seller in the Transfer is the fair market value of the Receivables.

7.The SPV purchases the Receivables in good faith without knowledge of any adverse claim against, interest in, lien on, or defense to payment of, such assets (other than any adverse claim arising solely as a result of any action taken by the SPV under the Agreements).

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8.Seller’s representations, warranties, covenants and indemnities in the Receivables Purchase Agreement with respect to the Receivables (a) cover matters ascertainable by Seller in the ordinary course of business and (b) are intended to ensure that the SPV will receive the type of assets that it has bargained to purchase.  Such representations, warranties, covenants and indemnities do not cause Seller to retain or assume the risk of nonpayment or other material financial risks of the Receivables.

9.There are no agreements or understandings between the SPV and Seller or any of Seller’s other affiliates that are relevant to the Transactions other than the Agreements and any other agreements and understandings specifically referenced in the Agreements.  In particular, there are no other agreements or understandings pursuant to which Originator or another of its other affiliates (a) is responsible for maintaining the SPV’s solvency or (b) provides recourse, guarantees or otherwise retains or assumes financial risks with respect to the Receivables.

Relationship Between the SPV and Performance Guarantor, Originator and Seller

10.The SPV is a wholly-owned subsidiary of Seller and was formed for the special purpose of consummating the Transactions and other similar transactions with respect to Seller’s Receivables.  The SPV will comply with all separateness covenants contained in the applicable Agreements, or in the SPV’s limited liability company agreement.

11.The SPV intends to act in a manner that is consistent with the SPV’s separate and distinct existence and will correct any known misunderstanding regarding its status as a separate entity.

12.The SPV prepares and maintains separate corporate and financial records (which will be subject to audit by independent public accountants) from Originator and Seller that accurately reflect its assets, liabilities and financial affairs.  The SPV believes that its assets and liabilities can be readily and inexpensively segregated, ascertained and identified separate from those of Performance Guarantor, Originator and Seller.  All transactions between the SPV on the one hand and Performance Guarantor, Originator or Seller on the other hand, including monetary transactions, are and will be properly reflected in the SPV’s books and records and the SPV believes that each will be on terms and conditions consistent with those of an arm’s leng th transaction.

13.The consolidation of each of Performance Guarantor’s, Originator’s or Seller’s and the SPV’s business operations would not result in any significant cost savings or in a significantly greater efficiency or profitability of such combined business operation.

14.The SPV and each of Performance Guarantor, Originator and Seller will not commingle their assets and liabilities, except that Seller, as Servicer of the Receivables: (a) may temporarily commingle collections pending identification and transfer to a collection account for the Transactions; and (b) will retain books and records pertaining to the Receivables.  The SPV does not otherwise maintain joint bank accounts or other the SPV accounts to which either of Originator or Seller has independent access.

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15.An integration of business functions between any of Performance Guarantor, Originator or Seller and the SPV, if any, exists only to the extent summarized in this paragraph.  The SPV is operated for the exclusive purpose of purchasing Receivables from Seller.  The SPV will have no employees, and the SPV’s day-to-day business operations with respect to the Receivables will be conducted through Seller, in its capacity as Servicer, pursuant to the Transfer and Administration Agreement.  Under that agreement, Seller has limited rights, in its capacity as Servicer, to enter into modifications of Receivables on behalf of the SPV, and Seller is generally not permitted to resign as Servicer.  Each of Performance Guarantor, Originator, Sell er and the SPV may share some expenses not reflected in Servicer’s fees, but these are not expected to be material and, in any event, will be allocated between the entities on a basis reasonably related to the cost of the services involved and each entity’s actual use of such services.  Obligors on the Receivables transferred to the SPV will not be notified that their Receivables have been transferred to the SPV.

16.The SPV is held out to the public as a separate entity apart from each of Originator and Seller, including as described under Part I: Description of the Transactions in the Opinion.

17.The SPV maintains its own stationery and other business forms separate from Originator’s and conducts business in its own name (including, without limitation, its contracts and written communications).

18.The SPV has its own office, which is located in premises that are primarily occupied by Originator but is separately demarcated and identified.

19.The SPV will adhere in all material respects to corporate formalities in all transfers of assets and other transactions between the SPV and each of Originator and Seller.  In general, the SPV observes appropriate limited liability company formalities under applicable law.

20.The SPV will not guaranty, or otherwise become obligated to repay, either Originator’s or Seller’s liabilities, except to the extent that the SPV’s indemnities in the Agreements may be considered guaranties.  To the extent that those indemnities cover either Originator’s or Seller’s actions or failures to act, the SPV considers the likelihood that the SPV will incur liabilities under those indemnities to be remote and immaterial.

21.At closing, the SPV will: (a) be solvent; (b) be adequately capitalized to conduct its business and affairs as a going concern, considering the size and nature of its business and intended purposes and taking into account pending and threatened claims; and (c) intends to, and believes that it will be able to, pay its debts as they mature.  As a result, the SPV is intended to (and is reasonably believed to) be able to survive as a stand-alone entity.

22.None of Performance Guarantor, Originator nor Seller pays the SPV’s expenses, except as specifically provided in the Agreements.  Any allocations of direct, indirect or overhead expenses for items shared between the SPV and Performance Guarantor,

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Originator or Seller, which are not expected to be material, are made among such entities to the extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered.

23.The SPV has not held itself out, nor does it intend to do so in the future, as responsible for either Performance Guarantor’s, Originator’s or Seller’s debts.

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SCHEDULE 6.3

(Financial Covenants)

Section 6.3 of this Agreement shall be read in its entirety as follows:

Section 6.3Financial Covenants.  (a)  During the term of this Agreement, unless the Agent shall otherwise consent in writing:

(i)  Leverage Ratio.  The Performance Guarantor and the Originator will not permit the ratio (the “Leverage Ratio”), determined as of the end of each of its fiscal quarters, of (i) Consolidated Funded Indebtedness to (ii) Consolidated EBITDA for the then most-recently ended four fiscal quarters to be greater than 3.25 to 1.00.  The Leverage Ratio shall be calculated as of the last day of each fiscal quarter of the Performance Guarantor based upon (a) for Consolidated Funded Indebtedness, Consolidated Funded Indebtedness as of the last day of each such fiscal quarter and (b) for Consolidated EBITDA, the actual amount as of the last day of each fiscal quarter for the most recently ended four consecutive fiscal quarters; provided that the Leverage Ratio shall be calculated, with respect to Permitted Acquisitions, on a pro forma basis reasonably satisfactory to the Agent, broken down by fiscal quarter in the Performance Guarantor’s reasonable judgment;

(ii)Minimum Consolidated Net Worth.  The Performance Guarantor and the Originator will at all times maintain positive Consolidated Net Worth which shall not be less than (i) $550,000,000 minus (ii) amounts expended by Performance Guarantor on or after July 1, 2007 in connection with repurchases or redemptions of its capital stock under Section 6.10 in the Revolving Credit Agreement plus (iii) 50% of Consolidated Net Income (if positive) earned in each fiscal quarter beginning with the fiscal quarter ending June 30, 2007, plus (iv) 50% of the net cash proceeds resulting from issuances of the Performance Guarantor’s or any Subsidiary’s capital stock from and after the Restatement Ef fective Date; and

(iii)Capital Expenditures.  The Performance Guarantor and the Originator will not, nor will they permit any Subsidiary to expend, for Consolidated Capital Expenditures in the acquisition of fixed assets in any fiscal year in the aggregate for the Performance Guarantor and its Subsidiaries, in excess of (i) $75,000,000 for the period from January 1, 2007 through December 31, 2007; and (ii) $75,000,000 for the period from January 1 through December 31 for each fiscal year thereafter, plus any amount permitted to be expended in the immediately preceding fiscal year (pursuant to the absolute dollar limitation for such preceding fiscal year and not pursuant to any carryover provision from a prior fiscal ye ar) but not expended.

(b)As used in this Section 6.3, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

Acquisition:  Any transaction, or any series of related transactions, consummated on or after the Restatement Effective Date, by which the Performance Guarantor or any of its

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Subsidiaries (i) acquires any going concern business or all or substantially all of the assets of any Person, or division thereof, whether through purchase of assets, merger or otherwise or (ii) directly or indirectly acquires from one or more Persons (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the election of directors (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage of voting power) of the outstanding ownership interests of any Person.

Affiliate:  With respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.

Aggregate Commitment:  The aggregate of the Commitments of all the Lenders, as increased or reduced from time to time pursuant to the terms hereof.  The initial Aggregate Commitment is Four Hundred Twenty-Five Million and 00/100 Dollars ($425,000,000).

Agreement Accounting Principles:  Generally accepted accounting principles as in effect in the United States from time to time.

Assignment Agreement:  As defined in Section 12.3.1 of the Revolving Credit Agreement.

Capital Expenditures:  Without duplication, any expenditures for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Performance Guarantor and its Subsidiaries prepared in accordance with Agreement Accounting Principles, excluding (i) expenditures of insurance proceeds to rebuild or replace any asset after a casualty loss, (ii) leasehold improvement expenditures for which the Performance Guarantor or a Subsidiary is reimbursed by the lessor, sublessor or sublessee, (iii) expenditures of net cash proceeds of any asset sale permitted under Section 6.12 in the Revolving Credit Agreement, and (iv) with respect to any Permitted Acquisition, (a) the Purchase Price thereof and (b) any Capital Expenditures expe nded by the seller or entity to be acquired in any Permitted Acquisition prior to the date of such Permitted Acquisition.

Capitalized Lease:  With respect to any Person, any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

Capitalized Lease Obligations:  With respect to any Person, the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with Agreement Accounting Principles.

Commitment:  For each Lender, including, without limitation, each LC Issuer, such Lender’s obligation to make Loans to, and participate in Facility LCs issued upon the application of, and each LC Issuer’s obligation to issue Facility LCs for the account of, the Originator in an aggregate amount not exceeding the amount set forth for such Lender on the Commitment Schedule or in an Assignment Agreement delivered pursuant to Section 12.3 in the Revolving Credit Agreement, as such amount may be modified from time to time pursuant to the terms thereof.

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Commitment Schedule:  The Schedule identifying each Lender’s Commitment as of the Restatement Effective Date attached hereto and identified as such.

Consolidated Capital Expenditures:  With reference to any period, the Capital Expenditures of the Performance Guarantor and its Subsidiaries calculated on a consolidated basis for such period.

Consolidated EBITDA:  With respect to any period, Consolidated Net Income for such period plus, to the extent deducted from revenues in determining Consolidated Net Income for such period, (i) Consolidated Interest Expense, (ii) expense for taxes paid or accrued, (iii) depreciation, (iv) amortization, (v) losses attributable to equity in Affiliates, (vi) non-cash charges related to employee compensation and (vii) any extraordinary non-cash or nonrecurring non-cash charges or losses, minus, to the extent included in Consolidated Net Income for such period, any extraordinary non-cash or nonrecurring non-cash gains, all calculated for the Performance Guarantor and its Subsidiaries on a consolidated basis.

Consolidated Funded Indebtedness: At any time, with respect to any Person, without duplication, the sum of (i) the aggregate dollar amount of Consolidated Indebtedness for borrowed money owing by such Person or for which such Person is liable which has actually been funded and is outstanding at such time, whether or not such amount is due or payable at such time (other than obligations in respect of Rate Management Transactions), plus (ii) the aggregate undrawn amount of all standby Letters of Credit at such time for which such Person or any of its Subsidiaries is the account party or is otherwise liable (other than standby Letters of Credit in an amount up to $10,000,000 issued to support worker’s compensation obligations of the Credit Parties and other than Letters of Credit supporting any other component of this defin ition), plus (iii) the aggregate principal component of Capitalized Lease Obligations owing by such Person and its Subsidiaries on a consolidated basis or for which such Person or any of its Subsidiaries is otherwise liable, plus (iv) all Off-Balance Sheet Liabilities of such Person and its Subsidiaries on a consolidated basis, plus (v) all Disqualified Stock of such Person and its Subsidiaries on a consolidated basis.

Consolidated Indebtedness:  At any time, with respect to any Person, the Indebtedness of such Person and its Subsidiaries calculated on a consolidated basis as of such time.

Consolidated Interest Expense:  With reference to any period, the interest expense of the Performance Guarantor and its Subsidiaries calculated on a consolidated basis for such period (net of interest income), including, without limitation, yield or any other financing costs resembling interest which are payable under any Receivables Purchase Facility.

Consolidated Net Income:  With reference to any period, the net income (or loss) of the Performance Guarantor and its Subsidiaries calculated on a consolidated basis for such period and on a FIFO basis of inventory valuation.

Consolidated Net Worth:  At any time, with respect to any Person, the consolidated stockholders’ equity of such Person and its Subsidiaries calculated on a consolidated basis and on a FIFO basis of inventory valuation as of such time.

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

Credit Party:  Collectively, the Performance Guarantor, the Originator and each of the Guarantors.

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

Domestic Subsidiary:  Any Subsidiary of any Person that is not a Foreign Subsidiary.

Facility LC:  As defined in Section 2.20.1 of the Revolving Credit Agreement.

Facility Termination Date:  The earlier of (a) July 5, 2012 and (b) the date of termination in whole of the Aggregate Commitment pursuant to Section 2.5 of the Revolving Credit Agreement or the Commitments pursuant to Section 8.1 of the Revolving Credit Agreement.

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

Guarantor:  Each of the Performance Guarantor’s Domestic Subsidiaries (other than the Originator and any SPV) and all other Subsidiaries of the Performance Guarantor which become Guarantors in satisfaction of the provisions of Section 6.23 in the Revolving Credit Agreement, in each case, together with their respective permitted successors and assigns.

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Indebtedness:  With respect to any Person, at any time, without duplication, such Person’s (i) obligations for borrowed money which in accordance with Agreement Accounting Principles would be shown as a liability on the consolidated balance sheet of such Person, (ii) obligations representing the deferred purchase price of Property or services (other than current accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade and accrued expenses in connection with the provision of services incurred in the ordinary course of such Person’s business), (iii) Indebtedness of others, whether or not assumed, secured by Liens or payable out of the proceeds or production from Property now or hereafter owned or acquired by such Person (provided that the amount o f any such Indebtedness at any time shall be deemed to be the lesser of (a) such Indebtedness at such time and (b) the fair market value of such Property, as determined by such Person in good faith at such time), (iv) financial obligations which are evidenced by notes, bonds, debentures, acceptances, or other instruments, (v) obligations to purchase securities or other Property arising out of or in connection with the sale of the same or substantially similar securities or Property, (vi) Capitalized Lease Obligations, (vii) Contingent Obligations of such Person in respect of any Indebtedness, (viii) reimbursement obligations under Letters of Credit, bankers’ acceptances, surety bonds and similar instruments, (ix) Off-Balance Sheet Liabilities, (x) Net Mark-to-Market Exposure under Rate Management Transactions and (xi) Disqualified Stock.

JPMorgan Chase:  JPMorgan Chase Bank, National Association, in its individual capacity, and its successors.

LC Issuer:  JPMorgan Chase (or any Subsidiary or Affiliate of JPMorgan Chase designated by JPMorgan Chase) or any of the other Lenders, as applicable, in its respective capacity as issuer of Facility LCs hereunder.

Lenders:  The lending institutions listed on the signature pages of the Revolving Credit Agreement and their respective successors and assigns.  Unless otherwise specified, the term “Lenders” includes the Swing Line Lender and the LC Issuers.

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

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

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

5

Off-Balance Sheet Liability:  With respect to any Person, without duplication, the principal component of (i) any Receivables Purchase Facility or any other repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person (other than the sale or disposition in the ordinary course of business of accounts or notes receivable in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables)) or (ii) any liability under any so-called “synthetic lease” or “tax ownership operating lease” transaction entered into by such Person; provided that “Off-Balance Sheet Liabilities” shall not include the principal component of the foregoing if such principal comp onent (a) is otherwise reflected as a liability on such Person’s consolidated balance sheet or (b) is deducted from revenues in determining such Person’s consolidated net income but is not thereafter added back in calculating such Person’s Consolidated EBITDA.

Permitted Acquisition:  As defined in Section 6.13.5 of the Revolving Credit Agreement.

Person:  Any natural person, corporation, firm, joint venture, partnership, limited liability company, association, enterprise, trust or other entity or organization, or any government or political subdivision or any agency, department or instrumentality thereof.

Property:  With respect to any Person, any and all property, whether real, personal, tangible, intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.

Purchase Price:  The total consideration and other amounts payable in connection with any Acquisition, including, without limitation, any portion of the consideration payable in cash, all Indebtedness incurred or assumed in connection with such Acquisition, but exclusive of the value of any capital stock or other equity interests of the Performance Guarantor, the Originator or any Subsidiary issued as consideration for such Acquisition.

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

Receivables Purchase Documents:  Any series of receivables purchase or sale agreements, servicing agreements and other related agreements generally consistent with terms contained in comparable structured finance transactions pursuant to which the Performance Guarantor, the Originator or any of its Subsidiaries, in their respective capacities as sellers or transferors of any receivables, sell or transfer, directly or indirectly, to SPVs all of their respective right, title and interest in and to (but not their obligations under) certain receivables for further sale or transfer (or granting of Liens to other purchasers of or investors in such assets or interests therein (and the other documents, instruments and agreements executed in connection

6

therewith)), as any such agreements may be as amended, modified, supplemented, restated or replaced from time to time therefor.

Receivables Purchase Facility:  Any securitization facility made available to the Performance Guarantor, the Originator or any of its Subsidiaries, pursuant to which receivables of the Performance Guarantor, the Originator or any of its Subsidiaries are transferred, directly or indirectly, to one or more SPVs, and thereafter to certain investors, pursuant to the terms and conditions of the Receivables Purchase Documents.

Restatement Effective Date: July 5, 2007.

Revolving Credit Agreement: The Second Amended and Restated Five-Year Revolving Credit Agreement, dated July 5, 2007, by and among the Originator, the Performance Guarantor, the Lenders from time to time parties thereto, PNC Bank, National Association, U.S. Bank National Association, KeyBank National Association, LaSalle Bank, National Association and JPMorgan Chase Bank, National Association as such agreement exists as of the Closing Date without giving effect to any amendment, modification, waiver, replacement or supplement thereto that is not consented to in writing by each Class Agent.

SPV:  Any special purpose entity established for the purpose of purchasing receivables in connection with a receivables securitization transaction permitted under the terms of the Revolving Credit Agreement.

Subsidiary:  With respect to any Person, (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.  Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Performance Guarantor.

Swing Line Lender: JPMorgan Chase or such other Lender which may succeed to its rights and obligations as Swing Line Lender pursuant to the terms of the Revolving Credit Agreement.

7

SCHEDULE 11.3

Address and Payment Information

If to the Conduit Investors:

(a) If to ENTERPRISE FUNDING:

Enterprise Funding Company LLC
c/o Global Securitization Services, LLC
68 South Service Road, Suite 120
Melville, New York 11747
Telephone:	(631) 587-4700
Facsimile:	(212) 302-8767
(with a copy to the related Class Agent)
Payment Information:
Bank:	Deutsche Bank (New York, NY)
Benf:	DTBCA as Agent for Enterprise Funding
ABA:	021 001 033
A/C #:	01 476 289
Ref:	Client Name / Wire Description
Attn:	Orinthia Skeete

(b) If to MARKET STREET:

Market Street Funding LLC
c/o AMACAR Group, L.L.C.
6525 Morrison Boulevard, Suite 318
Charlotte, North Carolina 28211
Attention:		Doris Hearn
Telephone:		(704) 365-0569
Facsimile:		(704) 365-1362
(with a copy to the related Class Agent)
Payment Information:
Bank:	PNC Bank, National Association
ABA:	043000096
Credit:	Market Street Funding LLC
A/C #:	1002422076
Ref:	United Stationers Receivables LLC

1

If to the SPV:

United Stationers Receivables, LLC
One Parkway North Boulevard
Deerfield, Illinois 60015-2559
Telephone:	(847) 627-7000
Facsimile:	(847) 627-7001

Payment Information:

The Northern Trust Company

ABA 071-000-152

Account 3510068

Re: Credit United Stationers Receivables, LLC

If to the Originator:

United Stationers Supply Co.
One Parkway North Boulevard
Deerfield, Illinois 60015-2559
Telephone:	(847) 627-7000
Facsimile:	(847) 627-7001

If to the Seller or Servicer:

United Stationers Financial Services, LLC
One Parkway North Boulevard
Deerfield, Illinois 60015-2559
Telephone:	(847) 627-7000
Facsimile:	(847) 627-7001

If to the Agent:

Bank of America, National Association,
as Agent
Bank of America Hearst Tower, 19th Floor
Charlotte, North Carolina  28255
Attention:	Banc of America Securities, LLC Global Asset Backed Securitization Group; Portfolio Management
Telephone:	704/386-7922
Facsimile:	704/388-9169

2

Payment Information:

Bank of America

ABA: 026009593

Account #: 109360 0656600

Ref: United Stationers — Closing Fees

Attn: Sean Walsh

3

Exhibit A

Form of Assignment and Assumption Agreement

Reference is made to the Transfer and Administration Agreement dated as of March 3, 2009 as it may be amended, modified, supplemented, restated or replaced from time to time (as so amended or modified, the “Agreement”) by and among United Stationers Receivables, LLC, an Illinois limited liability company (the “SPV”), United Stationers Supply Co., an Illinois corporation (the “Originator”), United Stationers Financial Services LLC, an Illinois limited liability company (the “Seller”) and as Servicer, Enterprise Funding Company LLC, a Delaware limited liability company (“Enterprise Funding”), as a Conduit Investo r, Market Street Funding, LLC, a Delaware limited liability company (“Market Street”, each of Enterprise Funding and Market Street a “Conduit Investor” and, collectively, the “Conduit Investors”), Bank of America, National Association, a national banking association (“Bank of America”), as Agent, as a Class Agent and as an Alternate Investor, PNC Bank, National Association (“PNC Bank”), as a Class Agent and as an Alternate Investor, and the financial institutions from time to time parties hereto as Alternate Investors.  Terms defined in the Agreement are used herein with the same meaning.

[                                      ] (the “Assignor”) and [                                          ] (the “Assignee”) agree as follows:

1.             The Assignor hereby sells and assigns to the Assignee, without recourse and without representation and warranty, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to all of the Assignor’s rights and obligations under the Agreement and the other Transaction Documents.  Such interest expressed as a percentage of all rights and obligations of the Alternate Investors, shall be equal to the percentage equivalent of a fraction the numerator of which is $[                ] and the denominator of which is the Facility Limit.  After giving effect to such sale and assignment, the Assignee’s Commitment will be as set forth on the signature page he reto.

2.             [In consideration of the payment of $[                      ], being [      ]% of the existing Net Investment, and of $[                      ], being [      ]% of the aggregate unpaid accrued Discount, receipt of which payment is hereby acknowledged, the Assignor hereby assigns to the Agent for the account of the Assignee, and the Assignee hereby purchases from the Assignor, a [      ]% interest in and to all of the Assignor’s right, title and interest in and to the Net Investment purchased by the undersigned on [                                ], [20][    ] under the Agreement.]

3.             The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any Adverse Claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Agreement, any other Transaction Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Agreement or the Receivables, any other Transaction Document or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty

A - 1

and assumes no responsibility with respect to the financial condition of any of the SPV or the Servicer or the Originator or the performance or observance by any of the SPV or the Servicer or the Originator of any of its obligations under the Agreement, any other Transaction Document, or any instrument or document furnished pursuant thereto.

4.             The Assignee (i) confirms that it has received a copy of the Agreement, the First Tier Agreement and the Second Tier Agreement together with copies of the financial statements referred to in Section [    ] of the Agreement, to the extent delivered through the date of this Assignment and Assumption Agreement (the “Assignment”), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment; (ii) agrees that it will, independently and without reliance upon the Agent, any of its Affiliates, the Assignor or any other Alternate Investor and based on such documents and information as it shall deem appropriate at t he time, continue to make its own credit decisions in taking or not taking action under the Agreement and any other Transaction Document; (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Agreement and the other Transaction Documents as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement are required to be performed by it as an Alternate Investor; and (v) specifies as its address for notices and its account for payments the office and account set forth beneath its name on the signature pages hereof[; and (vi) attaches the forms prescribed by the Internal Revenue Service of the United States of America certifying as to the Assignee’s status for purposes of determining exemption from United States wit hholding taxes with respect to all payments to be made to the Assignee under the Agreement or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty].  [To be included if the Assignee is organized under the laws of a jurisdiction outside the United States]

5.             The effective date for this Assignment shall be the later of (i) the date on which the Agent receives this Assignment executed by the parties hereto and receives the consent of [the SPV] and the Class Agents, on behalf of the Conduit Investors, and (ii) the date of this Assignment (the “Effective Date”).  Following the execution of this Assignment and the consent of [the SPV and] the Class Agents, on behalf of the Conduit Investors, this Assignment will be delivered to the Agent for acceptance and recording.

6.             Upon such acceptance and recording, as of the Effective Date, (i) the Assignee shall be a party to the Agreement and, to the extent provided in this Assignment, have the rights and obligations of an Alternate Investor thereunder and (ii) the Assignor shall, to the extent provided in this Assignment, relinquish its rights and be released from its obligations under the Agreement.

7.             Upon such acceptance and recording, from and after the Effective Date, the Agent shall make all payments under the Agreement in respect of the interest assigned hereby (including, without limitation, all payments in respect of such interest in Net Investment, Discount and fees) to the Assignee.  The Assignor and Assignee shall make all appropriate adjustments in payments under the Agreement for periods prior to the Effective Date directly between themselves.

A - 2

8.             The Assignee shall not be required to fund hereunder an aggregate amount at any time outstanding in excess of $[                      ] [This should match the commitment amount for this Alternate Investor], minus the aggregate outstanding amount of any interest funded by the Assignee in its capacity as a participant under the Liquidity Provider Agreement.

9.             The Assignor agrees to pay the Assignee its pro rata share of fees in an amount equal to the product of (a) [          ] per annum and (b) the [Commitment] [Should match fees in Section [    ] of the Participation Agreement] during the period after the Effective Date for which such fees are owing and paid by the SPV pursuant to the Agreement.  Amounts paid under this section shall be credited against amounts payable to the Assignee under Section [    ] of the Participation Agreement dated as of [date] by and between [Bank of America/PNC Bank] and [Alternate Investor] (and vice versa).

10.           THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

11.           This agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire Agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

12.           If any one or more of the covenants, agreements, provisions or terms of this agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of this agreement and shall in no way affect the validity or enforceability of the other provisions of this agreement.

13.           This agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.  Delivery by facsimile of an executed signature page of this agreement shall be effective as delivery of an executed counterpart hereof.

14.           This agreement shall be binding on the parties hereto and their respective successors and assigns.

A - 3

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written

	[ASSIGNOR]
	By:
	Name:
	Title:
[ASSIGNEE]
By:
Name:
Title:

A - 4

Address for notices and Account for payments:

For Credit Matters:		For Administrative Matters:
[NAME]		[NAME]
Attention:		Attention:
Telephone:	[(     )       -        ]	Telephone:	[(     )       -        ]
Telefax:	[(     )       -        ]	Telefax:	[(     )       -        ]

Account for Payments:

NAME
ABA Number:	[      -      -      ]
Account Number:	[                      ]
Attention:	[                            ]

Re:          [                                ]

Consented to this [          ] day of         Accepted this[           ] day of [                                              ], [20][    ]     [                                  ], [20][    ]

[                            ], as	[                            ], as Agent
Class Agent

By:	By:
Name:	Name:
Title:	Title:
[SPV]
By:
Name:
Title:

A - 5

Exhibit B

[Reserved]

B - 1

Exhibit C

Credit and Collection Policies and Practices

The Originator’s Credit and Collection Policy or Policies and practices, relating to Contracts and Receivables, existing on the date hereof are as set forth in manuals that were delivered by the SPV prior to the Closing Date to the Agent.

C - 1

Exhibit D

Form of Investment Request

United Stationers Receivables, LLC (the “SPV”), pursuant to Section 2.2(a) of the Transfer and Administration Agreement, dated as of March 3, 2009 (as amended, modified, supplemented, restated or replaced from time to time, the “Agreement”), among the SPV, United Stationers Supply Co., an Illinois corporation (the “Originator”), United Stationers Financial Services LLC, an Illinois limited liability company (the “Seller”) and as Servicer, Enterprise Funding Company LLC, a Delaware limited liability company (“Enterprise Funding”), as a Conduit Investor, Market Street Funding, LLC, a Delaware lim ited liability company (“Market Street”, each of Enterprise Funding and Market Street a “Conduit Investor” and, collectively, the “Conduit Investors”), Bank of America, National Association, a national banking association (“Bank of America”), as Agent, as a Class Agent and as an Alternate Investor, PNC Bank, National Association (“PNC Bank”), as a Class Agent and as an Alternate Investor, and the financial institutions from time to time parties hereto as Alternate Investors, hereby requests that the [Conduit Investors] [Alternate Investors] effect an Investment from it pursuant to the following instructions:

Investment Date:                                                                        ]

Purchase Price:  [                                                                       ](1)

Funding Period(s):                                                                  ]

Account to be credited:

[bank name]

ABA No.[                                                                           ]

Account No.  [                                                                  ]

Reference No.[                                                               ]

Please credit the above-mentioned account on the Investment Date.  Capitalized terms used herein and not otherwise defined herein have the meaning assigned to them in the Agreement.

The SPV hereby certifies as of the date hereof that the conditions precedent to such Investment set forth in Section 4.2 of the Agreement have been satisfied, and that all of the representations and warranties made in Section 3.1 of the Agreement are true and correct on and as of the Investment Date, both before and after giving effect to the Investment.

	[SPV]
Dated:	By:
	Name:
	Title:

(1) At least [$5,000,000] and in integral multiples of [$1,000,000].

D - 1

Exhibit E

Form of Blocked Account Agreement

[Date]

[Name and Address of Blocked Account Bank]

Re:[Name of the SPV]

Blocked Account

No[s].  [                      ]

Ladies and Gentlemen:

[                                    ] (the “Owner”) hereby notifies you (the “Bank”) that in connection with certain transactions involving its accounts receivable, it has transferred exclusive ownership and dominion of its [blocked] [lock-box] account no[s].  [                    ] [and the related lock-boxes no[s].[              ] maintained with you (collectively the “Accounts ”) to Bank of America, National Association, a national banking association, as agent (the “Agent”), and that the SPV will transfer exclusive control of the Accounts to the Agent effective upon delivery to you of the Notice of Effectiveness (as hereinafter defined).  Each of the parties hereto agrees that, from and after the date you receive the Notice of Effectiveness, you will comply with instructions originated by the Agent directing disposition of the funds in the Accounts without further consent by the SPV.

In furtherance of the foregoing, the Owner and the Agent hereby instruct you, beginning on the date of your receipt of the Notice of Effectiveness substantially in the form attached hereto as Annex I and you agree, without further consent by the SPV (which consent the SPV hereby irrevocably waives):  (i) to collect the monies, checks, instruments and other items of payment mailed to the Accounts; (ii) to deposit into the Accounts all such monies, checks, instruments and other items of payment or all funds collected with respect thereto (unless otherwise instructed by the Agent); and (iii) to transfer all funds deposited and collected in the Accounts pursuant to instructions given to you by the Agent from time to time.

You are hereby further instructed and you agree, without further consent by the SPV (which consent the SPV hereby irrevocably waives):  (i) unless and until the Agent notifies you to the contrary at any time after your receipt of the Notice of Effectiveness, to make such transfers from the Accounts at such times and in such manner as the Owner, in its capacity as collection agent for the Agent, shall from time to time instruct to the extent such instructions are not inconsistent with the instructions set forth herein, and (ii) to permit the Owner (in its capacity as collection agent for the Agent) and the Agent to obtain upon request any information relating to the Accounts, including, without limitation, any information regarding the balance or activity of the Accounts.

E - 1

The SPV also hereby notifies you that, beginning on the date of your receipt of the Notice of Effectiveness and notwithstanding anything herein or elsewhere to the contrary, the Agent shall be irrevocably entitled to exercise, without further consent by the SPV, any and all rights in respect of or in connection with the Accounts, including, without limitation, the right to specify when payments are to be made out of or in connection with the Accounts.  The Agent has a continuing interest in all of the checks and their proceeds and all monies and earnings, if any, thereon in the Accounts, and you shall be the Agent’s agent for the purpose of holding and collecting such property.  The monies, checks, instruments and other items of payment mailed to, and funds and wire transfers deposited to, the Accounts will not be subject to deduction, set-off, banker ’s lien, or any other right in favor of any person other than the Agent (except that you may set off (i) all amounts due to you in respect of your customary fees and expenses for the routine maintenance and operation of the Accounts, and (ii) the face amount of any checks which have been credited to the Accounts but are subsequently returned unpaid because of uncollected or insufficient funds).

This Agreement may not be terminated at any time by the SPV or you without the prior written consent of the Agent.  Neither this Agreement nor any provision hereof may be changed, amended, modified or waived orally but only by an instrument in writing signed by the Agent and the SPV.

You shall not assign or transfer your rights or obligations hereunder (other than to the Agent) without the prior written consent of the Agent and the SPV.  Subject to the preceding sentence, this Agreement shall be binding upon each of the parties hereto and their respective successors and assigns, and shall inure to the benefit of, and be enforceable by, the Agent, each of the parties hereto and their respective successors and assigns.

You hereby represent that the person signing this Agreement on your behalf is duly authorized by you to so sign.

You agree to give the Agent and the SPV prompt notice if the Accounts become subject to any writ, garnishment, judgment, warrant of attachment, execution or similar process.

Any notice, demand or other communication required or permitted to be given hereunder shall be in writing and may be personally served or sent by facsimile or by courier service or by United States mail and shall be deemed to have been delivered when delivered in person or by courier service or by facsimile or three (3) Business Days after deposit in the United States mail (registered or certified, with postage prepaid and properly addressed).  For the purposes hereof, (i) the addresses of the parties hereto shall be as set forth below each party’s name below, or, as to each party, at such other address as may be designated by such party in a written notice to the other party and the Agent and (ii) the address of the Agent shall be:

Bank of America, National Association
[231 South LaSalle Street, 16th Floor
Chicago, Illinois 60697
Attention:	Banc of America Securities, LLC
	Asset Securitization Group; Portfolio Management
Telephone:	312/828-6471
Facsimile:	312/923-0273]

E - 2

[Bank of America Corporate Center, 10th Floor
Charlotte, North Carolina 28255
Attention:	Banc of America Securities, LLC
	Global Asset Backed Securitization Group; Portfolio Management
Telephone:	704/386-7922
Facsimile:	704/388-9169]

, or at such other address as may be designated by the Agent in a written notice to each of the parties hereto.

Please agree to the terms of, and acknowledge receipt of, this notice by signing in the space provided below.

Very truly yours,

[SPV]

By:

Name:

Title:

Address:

Attention:

Facsimile:

BANK OF AMERICA, NATIONAL
ASSOCIATION

By:

Name:

Title:

Address:

Attention:

Facsimile:

E - 3

ACKNOWLEDGED AND AGREED:

[NAME OF BLOCKED ACCOUNT BANK]

By:

Title:

Date:

[Address]

Attention:

Facsimile:

E - 4

ANNEX 1

TO BLOCKED ACCOUNT AGREEMENT

[FORM OF NOTICE OF EFFECTIVENESS]

DATED: [                                ], [20][    ]

TO:[Name of Blocked Account Bank]

[Address]

ATTN: [                                            ]

Re:Blocked Account No[s].  [              ]

Ladies and Gentlemen:

We hereby give you notice that effective on the date you receive this letter, exclusive control of the above-referenced Blocked Account[s], as described in our letter agreement with you dated [                                ], [20][    ] shall be exercised by the Agent.  You are hereby instructed to comply immediately with the instructions set forth in [that letter agreement] [as set forth herein].

[Add instructions regarding disposition of proceeds in Accounts.]

	Very truly yours,
	BANK OF AMERICA, NATIONAL ASSOCIATION, as Agent
	By:
	Name:
	Title:
	Address:
	Attention:
	Facsimile:
ACKNOWLEDGED AND AGREED:
[NAME OF BLOCKED ACCOUNT BANK]
By:
Title:
Date:
Address:
Attention:
Facsimile:

E - 5

Exhibit F

Form of Servicer Report

United Stationers

Receivables Purchase Agreement dated March 28, 2003

Monthly Report for the Month Ended January 31, 2009

Fax to:

Lynn Baugh 312-7322245

Bill Falcon 412-762-9184

Charissa Toole 513-534-0319

Anna V. Tarasyuk 212.834.6657

A. Portfolio Information:

Previous Months Ending Gross Receivables Balance:
plus:	Sales (excluding advertising)
plus:	Advertising Sales
minus:	Collections
minus:	Advertising Credits
minus:	Damaged/Defective
minus:	Wrong Item/Quantity
minus:	Customer Cancellation
minus:	Net EFT Discounts (VCD’s)
minus:	Other Dilution
minus:	Other (Net of write-offs and recoveries)	Unadjusted =
minus:	Write-offs
plus:	Recoveries
	Adjust for rounding
	Adjusted Gross Receivables Balance:		—

B. Summary Aging Schedule (excludes Advertising A/R,)

Current
1-30 days past due
31-60 days past due
61-90 days past due
91+ days past due
Deferred A/R
Disputed A/R
Ending Gross Receivables Balance	—

C. Calculation of Eligible Receivables:

From A:	Ending Gross Receivables Balance (from Aging)	—
Less:	Receivables > 60 days past due	—
Less:	Notes
Less:	Disputed A/R
Less:	Deferred Receivables over 2% of receivable balance
Less:	Receivables that correspond to obligors that are excluded or credit controlled (“Slow Pays”)
Less:	Cross Aging 25%
Less:	Advertising A/R
Less:	Designated Obligors
Less:	Receivables of Bankrupt Obligors
Less:	Government Receivables
Less:	Foreign
Less:	Affiliated Receivables
Less:	Contras (net of contras for Excess Concentration accounts)
Less:	National Accounts Rebates Reserve
Less:	EFT Rebate Reserve
Less:	AR Balances Specifically Reserved
Less:	Discounts Reserves (VCDs) (+25% over actual)
Add:	EFT Rebate Included in VCD (above) (+25% over actual)
Less:	Load Rebates Check Reserve
Less:	Other Rebates Reserve (DBP, PIR)
Less:	Other miscellaneous
	Eligible Receivables:	—
		#N/A

D. Excess Concentration Computation:

	Corporate Rating	Eligible Receivables	Accrued Rebate Bal	Contra	VCD	LOAD	Eligible Receivables	Applicable Percentage	Concentration Limit	Excess Concentration
[**]	[**]								[**]	—
[**]	[**]								[**]	—
[**]	[**]								[**]	—
[**]	[**]								[**]	—
[**]	[**]								[**]	—
										—
										—
										—
										—
										—
		—	—	—	—	—	—			—

A1+	10.00	%
A1	10.00	%
A2	9.00	%
A3	6.75	%
<IG or Private	4.05	%

Dilution Percentage
Dynamic Loss Reserve
Minimum Reserve
Yield Reserve
Aggregate Reserves	0.00%
Servicing Fee Reserve

E. Calculation of Net Receivables Balance:

From C:	Eligible Receivables (“ER”):	—
minus:	Excess Concentrations	—
	Aggregate Receivables Balance:	—

F. Calculation of Available Funding Amount

From E:	Net Receivables Balance (“NRB”):	$	—
less:	Required Reserves (net of Servicing Reserve)
	Less Servicing Reserve
	Maximum Invested Amount:	$	100,000

G. Compliance:

Dilution Ratio
- Three month rolling average (Actual Dilution/Sales)
		Trigger
Three month rolling average Dilution Ratio		7.5%	7.50%	8.25%
Exception Funding Period	NO
Termination Event > ?	NO
Delinquency Ratio
- Three month rolling average (60+ Disputed Receivables /Total Receivables)
Three month rolling average Delinquency Ratio		5.5%	5.50%	6.25%
Exception Funding Period	NO
Termination Event > ?	NO
Default Ratio
- Three month rolling average (61-90 dpd + actual writeoffs, conversions to notes, and transfers to the bad debt ledger prior to the default proxy /Sales 3 mos prior) \
Three month rolling Default Ratio		1.75%	1.75%	2.00%
Excption Funding Period	NO
Termination Event > ?	NO
DSO Trigger
91 * (Unpaid Balance of Receivables / 3mths aggregate sales)
Three month rolling DSO Trigger		50	50	60
Excption Funding Period	NO
Termination Event > ?	NO
Purchaser Interest < 100%
Aggregate Capital Outstanding (C)
Aggregate Reserves (AR)
Net Receivables Balance (NRB)
C/(NRB-AR)
Compliance?

H. Calculation of Funding:

Available Funding for YC SUSI		Adjust for $200MM limit after June 2009
Current Outstanding for YC SUSI	0
Requested Increase/(Decrease) for YC SUSI	0
Total Outstanding for YC SUSI	0
Available Funding for Market Street		Adjust for $200MM limit after June 2009
Current Outstanding for Market Street	0
Requested Increase/(Decrease) for Market Street	0
Total Outstanding for Market Street	0
TOTAL OUTSTANDING INVESTED AMOUNT	0

Signed by:		Title:	Date:
	Robert J. Kelderhouse

F-1

Exhibit G

Form of SPV Secretary’s Certificate

SECRETARY’S CERTIFICATE

[                                ], [20][    ]

I, [                                    ], the undersigned [                                ] of [SPV] (the “SPV”), a [                ] corporation, DO HEREBY CERTIFY that:

1.Attached hereto as Annex A is a true and complete copy of the [              ] [Insert appropriate organizational document] of the SPV as in effect on the date hereof.

2.Attached hereto as Annex B is a true and complete copy of the [By-laws] [Insert appropriate organizational document] of the SPV as in effect on the date hereof.

3.Attached hereto as Annex C is a true and complete copy of the resolutions duly adopted by the Board of Managers of the SPV [adopted by consent] as of [                                ], [20][    ], authorizing the execution, delivery and performance of each of the documents mentioned therein, which resolutions have not been revoked, modified, amended or rescinded and are st ill in full force and effect.

4.The below-named persons have been duly qualified as and at all times since [                                ], [20][    ], to and including the date hereof have been officers or representatives of the SPV holding the respective offices or positions below set opposite their names and are authorized to execute on behalf of the SPV the below-mentioned Transfer and Administration Agre ement and all other Transaction Documents (as defined in such Transfer and Administration Agreement) to which the SPV is a party and the signatures below set opposite their names are their genuine signatures:

Name Signature Office

[Remainder of Page Intentionally Left Blank]

G - 1

WITNESS my hand and seal of the SPV as of the day first above written.

Secretary

I, [                                ] the undersigned, [Title] of the SPV, DO HEREBY CERTIFY that [                                          ] is the duly elected and qualified Secretary of the SPV and the signature above is his/her genuine signature.

WITNESS my hand as of the day first above written.

[Title]

G - 2

Exhibit H

Form of [Originator/Servicer/Seller] Secretary’s Certificate

SECRETARY’S CERTIFICATE

[                                ], [20][    ]

I, [                                    ], the undersigned [                                ] of [Originator/Servicer/Seller] (the “[Originator/Servicer/Seller]”), a [                ] corporation, DO HEREBY CERTIFY that:

1.Attached hereto as Annex A is a true and complete copy of the [              ] [Insert appropriate organizational document] of the [Originator/Servicer/Seller] as in effect on the date hereof.

2.Attached hereto as Annex B is a true and complete copy of the [By-laws] [Insert appropriate organizational document] of the [Originator/Servicer/Seller] as in effect on the date hereof.

3.Attached hereto as Annex C is a true and complete copy of the resolutions duly adopted by the Board of Directors of the [Originator/Servicer/Seller] [adopted by consent] as of [                                ], [20][    ], authorizing the execution, delivery and performance of each of the documents mentioned therein, which resolutions have not been revoked, modified, amend ed or rescinded and are still in full force and effect.

4.The below-named persons have been duly qualified as and at all times since [                                ], [20][    ], to and including the date hereof have been officers or representatives of the [Originator/Servicer/Seller] holding the respective offices or positions below set opposite their names and are authorized to execute on behalf of the [Originator/Servicer/Seller] th e below-mentioned [First Tier Agreement/Second Tier Agreement], the Transfer and Administration Agreement dated as of March 3, 2009 among the United Stationers Receivables, LLC, an Illinois limited liability company (the “SPV”), United Stationers Supply Co., an Illinois corporation (the “Originator”), United Stationers Financial Services LLC, an Illinois limited liability company (the “Seller”) and as Servicer, Enterprise Funding Company LLC, a Delaware limited liability company (“Enterprise Funding”), as a Conduit Investor, Market Street Funding, LLC, a Delaware limited liability company (“Market Street”, each of Enterprise Funding and Market Street a “Conduit Investor” and, collectively, the “Conduit Investors”), Bank of America, N ational Association, a national banking association (“Bank of America”), as Agent, as a Class Agent and as an Alternate Investor, PNC Bank, National Association (“PNC Bank”), as a Class Agent and as an Alternate Investor, and the financial institutions from time to time parties hereto as Alternate Investors and certain financial institutions named therein (the “Agreement”) and all other Transaction Documents to which the [Originator/Servicer/Seller] is a party and the signatures below set opposite their names are their genuine signatures:

H - 1

Name Signature Office

WITNESS my hand and seal of the [Originator/Servicer/Seller] as of the date first above written.

Secretary

I, the undersigned, [Title] of the [Originator/Servicer/Seller], DO HEREBY CERTIFY that [                                          ] is the duly elected and qualified Secretary of the [Originator/Servicer/Seller] and the signature above is his/her genuine signature.

WITNESS my hand as of the date first above written.

[Title]

H - 2

Exhibit I

Form of Opinion of Counsel for the SPV, Originator, Seller and Servicer

[                                ], [20][    ]

Enterprise Funding Company LLC

c/o Global Securitization Services, LLC

68 South Service Road, Suite 120

Melville, New York 11747

Market Street Funding LLC

[address]

Bank of America, National Association

[231 South LaSalle Street

Suite 1611

Chicago, Illinois  60697]

[Bank of America Corporate Center, 10th Floor

Charlotte, North Carolina  28255]

PNC Bank, National Association

[address]

Ladies and Gentlemen:

This opinion is furnished to you pursuant to Section [5.1(m)] of the Transfer and Administration Agreement dated as of March 3, 2009 (the “Agreement”) United Stationers Receivables, LLC, an Illinois limited liability company (the “SPV”), United Stationers Supply Co., an Illinois corporation (the “Originator”), United Stationers Financial Services LLC, an Illinois limited liability company (the “Seller”) and as Servicer, Enterprise Funding Company LLC, a Delaware limited liability company (“Enterprise Funding”), as a Conduit Investor, Market Street Funding LLC, a Delaware limited liability company (“Market Street”, each of Enterprise Funding and Market Street a “Conduit Investor” and, collectively, the “Conduit Investors”), Bank of America, National Association, a national banking association (“Bank of America”), as Agent, as a Class Agent and as an Alternate Investor, PNC Bank, National Association (“PNC Bank”), as a Class Agent and as an Alternate Investor, and the financial institutions from time to time parties hereto as Alternate Investors and certain financial institutions from time to time parties hereto as Alternate Investors.  Capitalized terms used herein and not otherwise defined herein shall have the meanings given such terms in the Agreement.

I - 1

We have acted as counsel to the Originator, the Seller and the SPV in connection with the preparation of the Agreement, the First Tier Agreement, the Second Tier Agreement, the other Transaction Documents and the transactions contemplated thereby.

We have examined, on the date hereof, the Agreement and all exhibits thereto, the First Tier Agreement, the Second Tier Agreement and all exhibits thereto, certificates of public officials and of officers of the SPV, the Seller and the Originator and certified copies of the Originator’s, the Seller’s and the SPV’s [Modify the following for appropriate type of entity] [certificate of incorporation, by-laws, the Board of Directors’ resolutions] authorizing the Originator’s, the Seller’s and the SPV’s participation in the transactions contemplated by the Agreement, the First Tier Agreement, the Second Tier Agreement, the other Transaction Documents, copies of each of the above having been delivered to you, copies of the financing statements on Form UCC-1 filed in the filing offices listed in Schedule I hereto execut ed by the Originator, as debtor, in favor of the SPV, as secured party and showing the Agent, on behalf of the Conduit Investors and the Alternate Investors, as the assignee of the secured party, substantially in the form attached hereto as Exhibit A (the “Originator Financing Statements”) and the Seller, as debtor, in favor of the SPV, as secured party and showing the Agent, on behalf of the Conduit Investors and the Alternate Investors, as the assignee of the secured party, substantially in the form attached hereto as Exhibit B (the “Seller Financing Statements”) and copies of the financing statements on Form UCC-1 filed in the filing offices listed in Schedule II hereto executed by SPV, as debtor, in favor of the Agent, on behalf of the Conduit Investor and the Alternate Investors, as secured party, substantially in the form attached hereto as Exhibit C [Should track the granting clause of the Agreement or if the SPV will only be used for a single transaction a blanket lien may be given by the SPV to the Agent covering:  all accounts, chattel paper, instruments, general intangibles, inventory, investment property and other property of the SPV, whether now or hereafter owned or existing, and all proceeds of the foregoing] (the “SPV Financing Statements”).  We have also examined the closing documents delivered pursuant to the Agreement, the First Tier Agreement, the Second Tier Agreement and copies of all such documents and records, and have made such investigations of law, as we have deemed necessary and relevant as a basis for our opinion.  With respect to the accuracy of material factual matters which were not independently established, we have relied on certificates and statements of officers of the Originator, the Seller and the SPV.

On the basis of the foregoing, we are of the opinion that:

1.             The SPV is a corporation duly [incorporated], validly existing and in good standing under the laws of [                  ], has the [corporate] power and authority to own its properties and to carry on its business as now being conducted, and had at all relevant times, and now has, all necessary power, authority, and legal right to acquire and own the Receivables and other Affected Assets, and is duly qualified and in good standing as a foreign [corporation] and is authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization.

2.             The Originator is a [corporation] duly incorporated, validly existing and in good standing under the laws of [                  ], has the [corporate] power and authority to own its properties and to carry on its business as now being conducted, and had at all relevant times, and now has, all necessary power, authority, and legal right to acquire and own the Receivables and

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other Affected Assets, and is duly qualified and in good standing as a foreign [corporation] and is authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization.

3.             The Seller is a [corporation] duly incorporated, validly existing and in good standing under the laws of [                  ], has the [corporate] power and authority to own its properties and to carry on its business as now being conducted, and had at all relevant times, and now has, all necessary power, authority, and legal right to acquire and own the Receivables and other Affected Assets, and is duly qualified and in good standing as a foreign [corporation] and is authorized to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization.

4.             The SPV has the power, [corporate] and other, and has taken all necessary [corporate] action to execute, deliver and perform the Agreement and the other Transaction Documents to which it is a party, each in accordance with its respective terms, and to consummate the transactions contemplated thereby.  The Transaction Documents to which the SPV is a party have been duly executed and delivered by the SPV and constitute the legal, valid and binding obligations of the SPV enforceable against the SPV in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

5.             The Originator has the power, [corporate] and other, and has taken all necessary corporate action to execute, deliver and perform the First Tier Agreement and the other Transaction Documents to which it is a party, each in accordance with its respective terms, and to consummate the transactions contemplated thereby.  The Transaction Documents to which the Originator is a party have been duly executed and delivered by the Originator and constitute the legal, valid and binding obligations of the Originator enforceable against the Originator in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

6.             The Seller has the power, [corporate] and other, and has taken all necessary corporate action to execute, deliver and perform the Second Tier Agreement and the other Transaction Documents to which it is a party, each in accordance with its respective terms, and to consummate the transactions contemplated thereby.  The Transaction Documents to which the Seller is a party have been duly executed and delivered by the Seller and constitute the legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

7.             The execution, delivery and performance in accordance with their terms by the SPV of the Agreement and the other Transaction Documents and the consummation of the transactions contemplated thereby, do not and will not (i) require (a) any governmental approval or (b) any consent or approval of any stockholder of the SPV that has not been obtained, (ii) violate or conflict with, result in a breach of, or constitute a default under (a) the [certificate of incorporation or the by-laws] of the SPV, (b) any other agreement to which the SPV is a party or by which the SPV or any of its properties may be bound, or (c) any Law applicable to the SPV of

I - 3

any court or of any Official Body having jurisdiction over the SPV or any of its properties, or (iii) result in or require the creation or imposition of any Adverse Claim upon any of the assets, property or revenue of the SPV other than as contemplated by the Agreement.

8.             The execution, delivery and performance in accordance with their terms by the Originator of the First Tier Agreement and the other Transaction Documents and the consummation of the transactions contemplated thereby, do not and will not (i) require (a) any governmental approval or (b) any consent or approval of any stockholder of the Originator that has not been obtained, (ii) violate or conflict with, result in a breach of, or constitute a default under (a) the certificate of incorporation or the by-laws of the Originator, (b) any other agreement to which the Originator is a party or by which the Originator or any of its properties may be bound, or (c) any Law applicable to the Originator of any Official Body having jurisdiction over the Originator or any of its properties , or (iii) result in or require the creation or imposition of any Adverse Claim upon any of the assets, property or revenue of the Originator other than as contemplated by the First Tier Agreement.

9.             The execution, delivery and performance in accordance with their terms by the Seller of the Second Tier Agreement and the other Transaction Documents and the consummation of the transactions contemplated thereby, do not and will not (i) require (a) any governmental approval or (b) any consent or approval of any stockholder of the Originator that has not been obtained, (ii) violate or conflict with, result in a breach of, or constitute a default under (a) the certificate of incorporation or the by-laws of the Seller, (b) any other agreement to which the Seller is a party or by which the Seller or any of its properties may be bound, or (c) any Law applicable to the Seller of any Official Body having jurisdiction over the Seller or any of its properties, or (iii) result in or require the creation or imposition of any Adverse Claim upon any of the assets, property or revenue of the Seller other than as contemplated by the Second Tier Agreement.

10.           Except as set forth in the schedules attached hereto, there are not, in any court or before any arbitrator of any kind or before or by any governmental or non-governmental body, any actions, suits, proceedings, litigation or investigations, pending or to the best of our knowledge, after due inquiry, threatened, (i) against the SPV or the business or any property of the SPV except actions, suits or proceedings that, if adversely determined, would not, singly or in the aggregate, have a Material Adverse Effect or (ii) relating to the Agreement or any other Transaction Document.

11.           Except as set forth in the schedules attached hereto, there are not, in any court or before any arbitrator of any kind or before or by any governmental or non-governmental body, any actions, suits, proceedings, litigation or investigations, pending or to the best of our knowledge, after due inquiry, threatened, (i) against the Originator or the business or any property of the Originator except actions, suits or proceedings that, if adversely determined, would not, singly or in the aggregate, have a Material Adverse Effect or (ii) relating to the First Tier Agreement or any other Transaction Document.

12.           Except as set forth in the schedules attached hereto, there are not, in any court or before any arbitrator of any kind or before or by any governmental or non-governmental body, any actions, suits, proceedings, litigation or investigations, pending or to the best of our

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knowledge, after due inquiry, threatened, (i) against the Seller or the business or any property of the Seller except actions, suits or proceedings that, if adversely determined, would not, singly or in the aggregate, have a Material Adverse Effect or (ii) relating to the Second Tier Agreement or any other Transaction Document.

13.           The Receivables constitute [accounts] [general intangibles][chattel paper] [instruments] [certificated securities] [uncertificated securities] [investment property] as [that] [such] term[s] [is] [are] defined in the Uniform Commercial Code as in effect in [Insert the state whose law governs] [XYZ].

14.           The First Tier Agreement creates a valid and enforceable security interest (as that term is defined in Section 1-201(37) of the Uniform Commercial Code (including the conflict of laws rules thereof) (the “UCC”) as in effect in New York (the “New York UCC”) and [              ] (the “[XYZ] UCC”), under Article 9 of the New York UCC (“First Tier Security Interest”) in favor of the SPV in the Receivables and other Affected Assets and the proceeds thereof (except that the First Tier Security Interest wil l attach to any Receivable created after the date hereof only when the Originator possesses rights in such Receivable).  The internal laws of [XYZ] govern the perfection by the filing of financing statements of the First Tier Security Interest in the Receivables and the proceeds thereof.  The Originator Financing Statement(s) have been filed in the filing office(s) located in [XYZ] listed in Schedule I hereto, which [is] [are] the only office(s) in which filings are required under the [XYZ] UCC to perfect the First Tier Security Interest in the Receivables and the proceeds thereof, and accordingly the First Tier Security Interest in each Receivable and the proceeds thereof will, on the date of the initial transfer under the First Tier Agreement, be perfected under Article 9 of the [XYZ] UCC.  All filing fees and all taxes required to be paid as a condition to or upon the filing of the Originator Financing Statement(s) in [XYZ] have been paid in full.  As of the date hereof, there were no (i) UCC financing statements naming the Originator as debtor, Originator or assignor and covering any Receivables or other Affected Assets or any interest therein or (ii) notices of the filing of any federal tax lien (filed pursuant to Section 6323 of the Internal Revenue Code) or lien of the Pension Benefit Guaranty Corporation (filed pursuant to Section 4068 of the Employment Retirement Income Security Act) covering any Receivable or other Affected Asset or any interest therein.  The filing of the Originator Financing Statement(s) in the filing offices listed in Schedule I will create a first priority security interest in each Receivable.  Such perfection and priority will continue, provided that appropriate continuation statements are timely filed where and when required under the UCC.

15.           The Second Tier Agreement creates a valid and enforceable security interest (as that term is defined in Section 1-201(37) of the Uniform Commercial Code (including the conflict of laws rules thereof) (the “UCC”) as in effect in New York (the “New York UCC”) and [              ] (the “[XYZ] UCC”), under Article 9 of the New York UCC (“Second Tier Security Interest”) in favor of the SPV in the Receivables and other Affected Assets and the proceeds thereof (except that the Second Tier Security Interest will attach to any Receivable created after the date hereof only when the Seller possesses rights in such Receivable).  The internal laws of [XYZ] govern the perfection by the filing of financing statements of the Second Tier Security Interest in the Receivables and the proceeds thereof.  The Seller Financing Statement(s) have been filed in the filing office(s) located in [XYZ] listed in Schedule I hereto, which [is] [are] the only office(s) in which filings are required under the [XYZ] UCC to perfect the Second Tier

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Security Interest in the Receivables and the proceeds thereof, and accordingly the Second Tier Security Interest in each Receivable and the proceeds thereof will, on the date of the initial transfer under the Second Tier Agreement, be perfected under Article 9 of the [XYZ] UCC.  All filing fees and all taxes required to be paid as a condition to or upon the filing of the Seller and/or Seller Financing Statement(s) in [XYZ] have been paid in full.  As of the date hereof, there were no (i) UCC financing statements naming the Seller as debtor, Seller or assignor and covering any Receivables or other Affected Assets or any interest therein or (ii) notices of the filing of any federal tax lien (filed pursuant to Section 6323 of the Internal Revenue Code) or lien of the Pension Benefit Guaranty Corporation (filed pursuant to Section  4068 of the Employment Retirement Income Security Act) covering any Receivable or other Affected Asset or any interest therein.  The filing of the Seller Financing Statement(s) in the filing offices listed in Schedule I will create a first priority security interest in each Receivable.  Such perfection and priority will continue, provided that appropriate continuation statements are timely filed where and when required under the UCC.

16.           The Agreement creates a valid and enforceable security interest (as that term is defined in Section 1-201(37) of the New York UCC and [              ] the [Note that the states in this paragraph 11 may be different that the stated in paragraph 10] ( the “[ABC] UCC”), under Article 9 of the New York UCC (“Third Tier Security Interest”) in favor of the Agent in each Receivable and other Affected Assets (except that the Third Tier Security Interest will attach only when the SPV possesses rights in such Receivable).  The internal laws of [ABC] govern the perfection by the filing of financing statements of the Third Tier Security Interest in the Receivables and the proceeds thereof.  The SPV Financing Statement(s) have been filed in the filing office(s) located in [ABC] listed in Schedule II hereto, which [is] [are] the only office(s) in which filings are required under the [ABC] UCC to perfect the Third Tier Security Interest in the Receivables and the proceeds thereof, and accordingly the Third Tier Security Interest in each Receivable and the proceeds thereof will, on the date of the initial transfer under the Agreement, be perfected under Article 9 of the [ABC] UCC.  All filing fees and all taxes required to be paid as a condition to or upon the filing of the SPV Financing Statement(s) in [ABC] have been paid in full.  As of the date hereof, there were no (i) UCC financing statements naming SPV as debtor, Originator or assignor and covering any Receivables or other Affected Assets or any interest therein or (ii) notices of the filing of any federa l tax lien (filed pursuant to Section 6323 of the Internal Revenue Code) or lien of the Pension Benefit Guaranty Corporation (filed pursuant to Section 4068 of the Employment Retirement Income Security Act) covering any Receivable or other Affected Assets or any interest therein.  The filing of the SPV Financing Statement(s) in the filing offices listed in Schedule II will create a first priority security interest in each Receivable.  Such perfection and priority will continue, provided that appropriate continuation statements are timely filed where and when required under the UCC.  [If the Receivables constitute instruments, certificated securities or uncertificated securities, this paragraph should be redrafted to reflect different perfection requirements]

17.           Neither the SPV, the Seller nor the Originator is, nor is controlled by, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

In giving the opinions in paragraphs 14, 15 and 16, we have assumed that the Originator’s, the Seller’s and the SPV’s chief executive office will continue to be located in

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[XYZ][ABC][, as applicable].  The conclusions expressed in paragraphs 14, 15 and 16 are subject to the accuracy of the personnel in the filing offices referred to above with regard to the filing, indexing and recording of financing statements and notices of Adverse Claim, and to the correctness of reports to us by [Insert name of search company.] [                        ], who performed the searches of such records and who made the filings on behalf of the Originator, the Seller and the SPV in [XYZ][ABC][, as applicable].

In giving the opinions set forth in paragraphs 14, 15 and 16, we have assumed that all filings as appropriate in the event of a change in the name, identity or corporate structure of the debtor (or the Originator or assignor) named in any financing statements and all continuation statements necessary under the UCC to maintain the perfection of the First Tier Security Interest and the Second Tier Security Interest in the Receivables and the proceeds thereof will be duly and timely filed.  In giving such opinions, we also do not express any opinion as to (a) transactions excluded from Article 9 of the UCC by virtue of Section 9-104 of the UCC, (b) any security interest in proceeds except to the extent that the validity and perfection of any interest in proceeds (as such term is defined under the UCC) thereof that is covered by th e Originator Financing Statements, the Seller Financing Statements or the SPV Financing Statements or any duly filed financing statement referred to above may be permitted by Section 9-306 of the UCC, and (c) any security interest that is terminated or released.

The foregoing opinions and conclusions were given only in respect of the laws of [XYZ] [, ABC], the State of New York and, to the extent specifically referred to herein, the Federal laws of the United States of America.

This opinion has been delivered at your request for the purposes contemplated by the Agreement.  Without our prior written consent, this opinion is not to be utilized or quoted for any other purpose and no one other than you is entitled to rely thereon; provided, that any Alternate Investor, any Program Support Provider [and any placement agent or dealer of any Conduit Investor’s commercial paper] may rely on this opinion as of it were addressed to them.

Very truly yours,

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Exhibit J

Scope of Agreed Upon Procedures

Scope of the Procedures to be Performed [Date]

Time Periods to be tested:

[October] 2008 — tie in monthly reports

[December] 2007 — tie in monthly reports & detailed testing

(Note: All samples are judgmentally selected)

Describe and document the following as it relates to the Company’s policies and procedures (through inquiry and observation, except where testing is noted):

The following are the procedures to be completed by the consultants:

1.Monthly Servicer Report (Information Package)

Obtain the Monthly Servicer reports for the time periods to be tested. Test the accuracy of the Servicer reports submitted by performing the following procedures:

A.Test the calculation of the accounts receivable rollforward, aging spreads, eligible collateral and concentrations reported on the existing Monthly Servicer Report for the periods subject to testing.  Calculate additional ineligibles for the selected time period, as applicable, as required in the Transfer and Administration Agreement dated [TBD] (testing of reserves, ratios and financial covenants is not included in the scope of the procedures to be performed.)

B.Trace and agree line items to supporting documentation (including the general ledger and aged trial balance, if applicable). Recalculate line items. Explain the type of supporting documentation.

C.Prepare a chart of the line items analyzed and a comparison of the Company prepared figures to recomputed amounts.

D.Discuss other potential forms of non-cash offsets with appropriate management personnel.  Also, scan the general ledger for any general ledger accounts that disclose non-cash credits and/or potential offsets to receivables. Explain any such accounts that are noted that have not been previously identified and included in the rollforward.

E.Obtain a reconciliation of receivables per the aged trial balance(s) to the general ledger for the most recent month subject to testing.  Report frequency of (monthly, weekly, daily) and procedures used in reconciling via discussions with Servicer personnel, and note any significant discrepancies (resolved or unresolved).  Compare to summary aging balances, noting whether the appropriate reconciled amount was included.  Prepare summary aging charts for each and attach the charts to your report.

2.Obligor Concentration

A.Obtain a listing of the ten largest obligors as of the most recent period subject to testing and test the accuracy of this information by tracing amounts to the receivable trial balance.

B.Scan the trial balance noting any unidentified obligor concentrations.  Document if the Company is properly aggregating exposure among affiliated obligors and, if

Confidential

J - 1

C.more than one entity is originating the receivables, exposure among the various related entities. Note the process by which this aggregation is accomplished.  Include a listing of the largest obligors with the report.

3.Credit File Review

A.Select a judgmental sample of 5 obligors and obtain the credit files.  For the sample selected, test that the credit limit was appropriately authorized (as per the Company’s authorization matrix), a current review was completed, and that relevant documentation is on file per the Company’s policy.

4.Invoice Testing and Receivable Aging

A.Document through inquiry the company’s aging methodology (i.e., invoice/contract date versus due date, etc.) Include a description of the aging methodology in the report.

B.Judgmentally (from each division being tested) select 15 accounts/invoices from among the eligible aging categories on the selected aging report and perform the following procedures:

1)Test whether the accounts are being properly aged in accordance with the terms and methodology. Note any accounts that may be aged in a non-conforming manner.

2)Document any invoices noted which contain terms, such as terms of payment that would make the invoice ineligible to be included in the borrowing base. If so, document if the Company is properly excluding such invoices from the borrowing base.

3)For the invoices selected above, obtain the related documentation pertaining to purchase order, proof of shipment of goods or performance of services and payment/resolution. Document whether the invoices were issued either coincident with or subsequent to the shipment of goods or performance of services.

4)Prepare a listing of the accounts analyzed with an indication of the aging accuracy, the payment terms and reason for delinquency, if any.

5.Invoice Resolution

A.For the same 15 invoices selected in step 2 trace the amount owing through to final resolution (billing, aging, cash receipt and application against the invoice or write off/collection efforts).

6.Delinquent Obligors

A.Obtain form Management a listing of the top 15 invoices aged greater than 60 days from original due date and report the reason for non-payment and action taken, if such information is available in the credit file, or report that such information was not available.

Confidential

J - 2

7.Write-Offs

A.Obtain an understanding of the method used to write-off uncollectible accounts (i.e. direct method or allowance method).

B.Obtain a list of the write-offs in the time periods subject to testing and present a reconciliation to the write-offs per the respective AR rollforwards and the general ledger.

C.Obtain a list of the 10 largest write offs in the 12 months prior to September 2008.  The results of testing should be documented in a table which lists the following items:  Customer name, invoice number, invoice amount, invoice date, date of write-off, average age of the receivables at the time of write-off and reason for write-off, if available.  Also report compliance with the Servicer’s procedures, including proper authorization per the Company’s policy and procedures.

8.Dilutions

A.Judgmentally select a sample of 30 recent credit memos for the time periods subject to testing and prepare a table outlining the nature of the credit memos.

B.For each credit memo selected in the sample, record the related invoice date, credit memo issuance date and rebill date (as applicable). Describe the method by which credits are aged in the AR.

C.Calculate and report the simple and weighted average (weighted by dollar value) dilution horizons.  The dilution horizon is defined as the number of days between the original invoice date and credit memo issuance date.

D.Document the Servicer’s procedures for identifying non-cash credits to AR for purposes of the monthly accounts receivable rollforward, and test the adequacy of such procedures using the Analysis Report tested in the procedures outlined above.

E.Document how rebills are reflected in the AR rollforward and whether rebills result in the reaging of receivables.

9.Rebates

A.Discuss with management the existence of any rebate programs.  Obtain evidence of any current accruals for rebate programs and calculate the aggregate amount of such accruals.  Inquire how rebates are paid (e.g. by separate payments or by offsetting against accounts receivable).  Document any discussions.

10.Contras

A.Discuss with management any offset practices and document your findings.  Specifically discuss any obligors that are also vendors, and document the treatment of respective payable amounts for the purposes of the securitization program.

11.Collection Methodology & Cash Application

A.Document how partially paid, unapplied and unidentified cash is processed by and whether such procedures result in reaging accounts receivable.

B.Obtain a current listing of the lockbox account(s) and concentration/depository account(s) into which collections on purchased receivables are deposited.  Attach this listing as an exhibit to the report.

Confidential

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C.For the time periods subject to testing, obtain from Management a table summarizing collections by method of receipt, in a format similar to the one shown below:

METHOD OF RECEIPT	[MONTH] ($000’s)	%
Obligor mailed/sent payment directly to a lockbox	$
Electronic payments (ACH/wire) to a account
Other (describe)
Total Deposits related to Collections per Bank Statement(s)	$	100	%
Total Collections per Monthly Report
Difference (ask Management for an explanation of significant causes of the difference, if any)

12.Daily Balances

A.Obtain and attach, if available, daily accounts receivable balances for the most recent month subject to testing.  Otherwise, obtain and attach daily sales and collection information for a recent month.  Prepare a chart summarizing the data.

13.Internal Audit

A.Provide a brief overview of the internal audit department including, number of personnel / planned changes and co-sourcing relationships.

B.Inquire if the internal auditors have performed any reviews of credit, receivables, systems or other areas related to receivables in the 12 months ended September 2008.  Obtain a copy of the internal audit reports, as applicable and document internal audit findings and Management responses.

C.If no internal audits were completed in the last 12 months relating to credit, receivables, systems or other areas related to receivables, inquire when such internal audits are scheduled.  If no internal audits are scheduled, inquire why.

Confidential

J-4

Exhibit K

Form of Compliance Certificate

To:  Bank of America, National Association, as Agent

This Compliance Certificate (the ‘Certificate”) is furnished pursuant to Section 6.1(a)(iii) of that certain Transfer and Administration Agreement dated as of March 3, 2009 as it may be amended or otherwise modified from time to time (as so amended or modified, the “Agreement”) by and among United Stationers Receivables, LLC, an Illinois limited liability company (the “SPV”), United Stationers Supply Co., an Illinois corporation (the “Originator”), United Stationers Financial Services LLC, an Illinois limited liability company (the “Seller”) and as Servicer, Enterprise Funding Company LLC, a Delaware limited liability company (“< i>Enterprise Funding”), as a Conduit Investor, Market Street Funding LLC, a Delaware limited liability company (“Market Street”, each of Enterprise Funding and Market Street a “Conduit Investor” and, collectively, the “Conduit Investors”), Bank of America, National Association, a national banking association (“Bank of America”), as Agent, as a Class Agent and as an Alternate Investor, PNC Bank, National Association (“PNC Bank”), as a Class Agent and as an Alternate Investor, and the financial institutions from time to time parties hereto as Alternate Investors. Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1.             I am the duly elected                                      [president] [treasurer] of the [SPV] [Performance Guarantor].

2.             I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the SPV and Performance Guarantor during the accounting period covered by the attached financial statements.

3.             The examinations described in Paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Termination Event or Potential Termination Event during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth in Paragraph 5 below.

4.             Schedule I attached hereto sets forth financial data and computations evidencing the compliance with certain covenants of the Agreement, including the financial covenants in Section 6.3 of the Agreement, all of which data and computations are true, complete and correct and have been prepared in accordance with GAAP.

5.             Described below are the exceptions, if any, to Paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the

K - 1

SPV or the Performance Guarantor has taken, is taking, or proposes to take with respect to each such condition or event:

6.             [add for SPV certification:  As of the date hereof, the jurisdiction of organization of the SPV is the State of Illinois, the place where the SPV is “located” for the purposes of Section 9-307 of the UCC is the State of Illinois, and the SPV has not changed its jurisdiction of organization or its “location” for the purposes of Section 9-307 of the UCC since the date of the original Agreement.]

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this     day of                  ,      .

[SPV] [Performance Guarantor]

By:

Name:

Title:

K - 2

SCHEDULE I TO COMPLIANCE CERTIFICATE

A.            Schedule of Compliance as of                              ,                 with Section        of the Agreement.

This schedule relates to the fiscal year ended:

K - 3

EX-10.44

Exhibit 10.44

EXECUTION COPY

FOURTH AMENDMENT TO THE

TRANSFER AND ADMINISTRATION AGREEMENT

THIS FOURTH AMENDMENT TO THE TRANSFER AND ADMINISTRATION AGREEMENT, dated as of March 30, 2010 (this “Amendment”), is entered into by and among (i) UNITED STATIONERS RECEIVABLES, LLC (the “SPV”), (ii) UNITED STATIONERS SUPPLY CO., as Originator (the “Originator”), (iii) UNITED STATIONERS FINANCIAL SERVICES LLC, as Seller (the “Seller”) and as Servicer (the “Servicer”), (iv) ENTERPRISE FUNDING COMPANY LLC, as a conduit investor (“Enterprise Funding”) and (v) BANK OF AMERICA, NATIONAL ASSOCIATION, as an Alternate Investor (“Alternate Investor”) and A gent (the “Agent”).  Capitalized terms used and not otherwise defined herein are used as defined in the Transfer and Administration Agreement, including by reference therein, dated as of March 3, 2009 (as amended, amended and restated, supplemented or otherwise modified through the date hereof, the “Transfer Agreement”), among the SPV, the Originator, the Seller, the Alternate Investors party thereto, the Conduit Investors party thereto, the Class Agents party thereto and the Agent.

WHEREAS, the parties hereto desire to amend the Transfer Agreement in certain respects as provided herein;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.Amendments to the Transfer Agreement.  The following amendment is made to the Transfer Agreement:

(a)Section 6.1(a)(i)(a) of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“(a) Within ninety (90) days after the close of the SPV’s and the Performance Guarantor’s fiscal years, (A) unaudited financial statements, prepared in accordance with GAAP on a consolidated basis for the SPV and (B) audited financial statements, prepared in accordance with GAAP on a consolidated basis for the Performance Guarantor and its Subsidiaries, in each case, including balance sheets as of the end of such period, related statements of operations, shareholder’s equity and cash flows; provided that the audited financial statements for the Performance Guarantor and its Subsidiaries shall be accompanied by an unqualified audit report certified by independent registered public accountants of national or regional recognition, acceptable to the Agent, prepared in accordance with GAAP and by a certificate of said accountants that, in the course of the foregoing, th ey have obtained no knowledge of any Termination Event or Potential Termination Event, or if, in the opinion of such accountants, any Termination Event or Potential Termination Event shall exist, stating the nature and status thereof, and”

SECTION 2.Effective Date.  This Amendment shall become effective as of the date (the “Effective Date”) that the Agent shall have received counterparts hereof duly executed by each of the parties hereto.

SECTION 3.Representations and Warranties.

Each of the Originator, the SPV, the Seller and the Servicer hereby certifies that, subject to the effectiveness of this Amendment, each of the representations and warranties set forth in the Transfer Agreement is true and correct on the date hereof, as if each such representation and warranty were made on the date hereof.

SECTION 4.Transfer Agreement in Full Force and Effect as Amended.

Except as specifically amended hereby, the Transfer Agreement shall remain in full force and effect.  All references to the Transfer Agreement shall be deemed to mean the Transfer Agreement as modified hereby.  The parties hereto agree to be bound by the terms and conditions of the Transfer Agreement, as amended by this Amendment, as though such terms and conditions were set forth herein.

SECTION 5.Consent of Performance Guarantor.

The Performance Guarantor hereby consents to the amendments to the Transfer Agreement set forth in this Amendment.

SECTION 6.Miscellaneous.

6.1This Amendment may be executed in any number of counterparts, and by the different parties hereto on the same or separate counterparts, each of which when so executed and delivered shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.  This Amendment shall become effective upon the Agent’s receipt of counterparts of this Amendment, duly executed by all parties hereto (including the Performance Guarantor).

6.2The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

6.3This Amendment may not be amended or otherwise modified except as provided in the Transfer Agreement.

6.4Any provision in this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

2

6.5THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

3

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

UNITED STATIONERS RECEIVABLES, LLC
By:	/s/ Robert J. Kelderhouse
Name:	Robert J. Kelderhouse
Title:	Vice President and Treasurer
UNITED STATIONERS SUPPLY CO., as Originator
By:	/s/ Robert J. Kelderhouse
Name:	Robert J. Kelderhouse
Title:	Vice President and Treasurer
UNITED STATIONERS FINANCIAL SERVICES LLC, as Seller and as Servicer
By:	/s/ Robert J. Kelderhouse
Name:	Robert J. Kelderhouse
Title:	Vice President and Treasurer

[signatures continued on next page]

S-1

BANK OF AMERICA, NATIONAL ASSOCIATION,
as an Alternate Investor and Agent
By:	/s/ Margaux L. Karagosian
Name:	Margaux L. Karagosian
Title:	Vice President
ENTERPRISE FUNDING, as a Conduit Investor
By:	/s/ Bernard J. Angelo
Name:	Bernard J. Angelo
Title:	Vice President

[signatures continued on next page]

S-2

Acknowledged and consented to by:

UNITED STATIONERS INC.,
as the Performance Guarantor
By:	/s/ Robert J. Kelderhouse
Name:	Robert J. Kelderhouse
Title:	Vice President and Treasurer

[end of signatures]

S-3

EX-10.45

Exhibit 10.45

EXECUTION COPY

FIFTH AMENDMENT TO THE

TRANSFER AND ADMINISTRATION AGREEMENT

THIS FIFTH AMENDMENT TO THE TRANSFER AND ADMINISTRATION AGREEMENT, dated as of June 30, 2010 (this “Amendment”), is entered into by and among (i) UNITED STATIONERS RECEIVABLES, LLC (the “SPV”), (ii) UNITED STATIONERS SUPPLY CO., as Originator (the “Originator”), (iii) UNITED STATIONERS FINANCIAL SERVICES LLC, as Seller (the “Seller”) and as Servicer (the “Servicer”), (iv) ENTERPRISE FUNDING COMPANY LLC, as a conduit investor (“Enterprise Funding”) and (v) BANK OF AMERICA, NATIONAL ASSOCIATION, as an Alternate Investor (“Alternate Investor”) and Age nt (the “Agent”).  Capitalized terms used and not otherwise defined herein are used as defined in the Transfer and Administration Agreement, including by reference therein, dated as of March 3, 2009 (as amended, amended and restated, supplemented or otherwise modified through the date hereof, the “Transfer Agreement”), among the SPV, the Originator, the Seller, the Alternate Investors party thereto, the Conduit Investors party thereto, the Class Agents party thereto and the Agent.

WHEREAS, the parties hereto desire to amend the Transfer Agreement in certain respects as provided herein;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.           Amendments to the Transfer Agreement.  The following amendment is made to the Transfer Agreement:

(a)           Section 6.1(a)(i)(a) of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“(a) Within ninety (90) days after the close of the SPV’s and the Performance Guarantor’s fiscal years, (A) unaudited financial statements, prepared in accordance with GAAP on a consolidated basis for the SPV and (B) audited financial statements, prepared in accordance with GAAP on a consolidated basis for the Performance Guarantor and its Subsidiaries, in each case, including balance sheets as of the end of such period, related statements of operations, shareholder’s equity and cash flows; provided that the audited financial statements for the Performance Guarantor and its Subsidiaries shall be accompanied by an unqualified audit report certified by independent registered public accountants of national or regional recognition, acceptable to the Agent, prepared in accordance with GAAP, and”

(b)           The first sentence of Section 6.1(a)(ii) of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“Within forty five (45) days after the close of the first three quarterly periods of each of the SPV’s, the Seller’s, the Servicer’s and the Performance Guarantor’s fiscal years, for (a) the SPV, the Seller and the Servicer and (b) for Performance Guarantor and its Subsidiaries, in each case, consolidated unaudited balance sheets as at the close of each such period and consolidated related statements of operations, shareholder’s equity and cash flows for the period from the beginning of such fiscal year to the end of such quarter, all certified by a Responsible Officer of the appropriate entity.”

(c)           Section 6.1(a)(iii) of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“ (iii) Compliance Certificate.  Together with the financial statements required hereunder, a compliance certificate in substantially the form set forth on Exhibit K signed by an appropriate Responsible Officer of the SPV, the Seller and the Servicer or the Performance Guarantor, as applicable, stating that (a) the attached financial statements have been prepared in accordance with GAAP and accurately reflect the financial condition of the SPV, the Seller and the Servicer, or the Performance Guarantor and its Subsidiaries as applicable (which in the case of quarterly financial statements may be subject to normal year-end audit adjustments) and (b) to the best of such Person’s knowledge, no Termination Event or Potential Termination Event exists, or if any Termination Event or Potential Termination Event exists, stating the nature and status thereof.”

(d)           Exhibit K (Form of Compliance Certificate) of the Transfer Agreement is hereby deleted and replaced in its entirety with the Exhibit K attached hereto.

SECTION 2.           Effective Date.  This Amendment shall become effective as of the date (the “Effective Date”) that the Agent shall have received counterparts hereof duly executed by each of the parties hereto.

SECTION 3.           Representations and Warranties.

Each of the Originator, the SPV, the Seller and the Servicer hereby certifies that, subject to the effectiveness of this Amendment, each of the representations and warranties set forth in the Transfer Agreement is true and correct on the date hereof, as if each such representation and warranty were made on the date hereof.

SECTION 4.           Transfer Agreement in Full Force and Effect as Amended.

Except as specifically amended hereby, the Transfer Agreement shall remain in full force and effect.  All references to the Transfer Agreement shall be deemed to mean the Transfer Agreement as modified hereby.  The parties hereto agree to be bound by the terms and conditions of the Transfer Agreement, as amended by this Amendment, as though such terms and conditions were set forth herein.

2

SECTION 5.           Consent of Performance Guarantor.

The Performance Guarantor hereby consents to the amendments to the Transfer Agreement set forth in this Amendment.

SECTION 6.           Miscellaneous.

6.1           This Amendment may be executed in any number of counterparts, and by the different parties hereto on the same or separate counterparts, each of which when so executed and delivered shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.  This Amendment shall become effective upon the Agent’s receipt of counterparts of this Amendment, duly executed by all parties hereto (including the Performance Guarantor).

6.2           The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

6.3           This Amendment may not be amended or otherwise modified except as provided in the Transfer Agreement.

6.4           Any provision in this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

6.5           THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

3

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

UNITED STATIONERS RECEIVABLES, LLC
By:	/s/ Robert J. Kelderhouse
Name: Robert J. Kelderhouse
Title: Vice President and Treasurer
UNITED STATIONERS SUPPLY CO., as Originator
By:	/s/ Robert J. Kelderhouse
Name: Robert J. Kelderhouse
Title: Vice President and Treasurer
UNITED STATIONERS FINANCIAL SERVICES LLC, as Seller and as Servicer
By:	/s/ Robert J. Kelderhouse
Name: Robert J. Kelderhouse
Title: Vice President and Treasurer

[signatures continued on next page]

S-1

BANK OF AMERICA, NATIONAL ASSOCIATION,
as an Alternate Investor and Agent
By:	/s/ Margaux L. Karagosian
Name: Margaux L. Karagosian
Title: Vice President
ENTERPRISE FUNDING, as a Conduit Investor
By:	/s/ Bernard J. Angelo
Name:		Bernard J. Angelo
Title:		Vice President

[signatures continued on next page]

S-2

Acknowledged and consented to by:

UNITED STATIONERS INC.,
as the Performance Guarantor
By:	/s/ Robert J. Kelderhouse
Name:		Robert J. Kelderhouse
Title:		Vice President and Treasurer

[end of signatures]

S-3

Exhibit K

Form of Compliance Certificate

To:  Bank of America, National Association, as Agent

This Compliance Certificate (the ‘Certificate”) is furnished pursuant to Section 6.1(a)(iii) of that certain Transfer and Administration Agreement dated as of March 3, 2009 as it may be amended or otherwise modified from time to time (as so amended or modified, the “Agreement”) by and among United Stationers Receivables, LLC, an Illinois limited liability company (the “SPV”), United Stationers Supply Co., an Illinois corporation (the “Originator”), United Stationers Financial Services LLC, an Illinois limited liability company (the “Seller”) and as Servicer, Enterprise Funding Company LLC, a Delaware limited liability company (“Enterprise Funding”), as a Conduit Investor, Market Street Funding LLC, a Delaware limited liability company (“Market Street”, each of Enterprise Funding and Market Street a “Conduit Investor” and, collectively, the “Conduit Investors”), Bank of America, National Association, a national banking association (“Bank of America”), as Agent, as a Class Agent and as an Alternate Investor, PNC Bank, National Association (“PNC Bank”), as a Class Agent and as an Alternate Investor, and the financial institutions from time to time parties hereto as Alternate Investors. Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1.             I am the duly elected                                      [president] [chief financial officer] [vice-president] [treasurer] [ assistant treasurer] [secretary] [assistant secretary] of the [SPV] [Seller and the Servicer] [Performance Guarantor].

2.             I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the SPV, the Seller and the Servicer and the Performance Guarantor during the accounting period covered by the attached financial statements.

3.             The examinations described in Paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Termination Event or Potential Termination Event during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth in Paragraph 5 below.

4.             Schedule I attached hereto sets forth financial data and computations evidencing the compliance with certain covenants of the Agreement, including the financial covenants in Section 6.3 of the Agreement, all of which data and computations are true, complete and correct and have been prepared in accordance with GAAP.

5.             Described below are the exceptions, if any, to Paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the

Exhibit K-1

SPV, the Seller and the Servicer or the Performance Guarantor has taken, is taking, or proposes to take with respect to each such condition or event:

6.             [add for SPV certification:  As of the date hereof, the jurisdiction of organization of the SPV is the State of Illinois, the place where the SPV is “located” for the purposes of Section 9-307 of the UCC is the State of Illinois, and the SPV has not changed its jurisdiction of organization or its “location” for the purposes of Section 9-307 of the UCC since the date of the original Agreement.]

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this     day of                  ,      .

[SPV] [Seller and Servicer][Performance Guarantor]

By:

Name:

Title:

Exhibit K-2

SCHEDULE I TO COMPLIANCE CERTIFICATE

A.            Schedule of Compliance as of                              ,                 with Section        of the Agreement.

This schedule relates to the fiscal year ended:

Exhibit K-3

EX-10.46

Exhibit 10.46

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE COMMISSION.  THE OMITTED PORTIONS ARE INDICATED BY [**].

EXECUTION COPY

SIXTH AMENDMENT TO THE

TRANSFER AND ADMINISTRATION AGREEMENT

THIS SIXTH AMENDMENT TO THE TRANSFER AND ADMINISTRATION AGREEMENT, dated as of January 21, 2011 (this “Amendment”), is entered into by and among (i) UNITED STATIONERS RECEIVABLES, LLC (the “SPV”), (ii) UNITED STATIONERS SUPPLY CO., as Originator (the “Originator”), (iii) UNITED STATIONERS FINANCIAL SERVICES LLC, as Seller (the “Seller”) and as Servicer (the “Servicer”), (iv) ENTERPRISE FUNDING COMPANY LLC, as a conduit investor (“Enterprise Funding”) and (v) BANK OF AMERICA, NATIONAL ASSOCIATION, as an Alternate Investor (“Alternate Investor”) and Agent (the “Agent”).  Capitalized terms used and not otherwise defined herein are used as defined in the Transfer and Administration Agreement, including by reference therein, dated as of March 3, 2009 (as amended, amended and restated, supplemented or otherwise modified through the date hereof, the “Transfer Agreement”), among the SPV, the Originator, the Seller, the Alternate Investors party thereto, the Conduit Investors party thereto, the Class Agents party thereto and the Agent.

WHEREAS, the parties hereto desire to amend the Transfer Agreement to, among other things, terminate the rights and obligations of Enterprise Funding as a conduit investor, as further provided herein;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.Amendments to the Transfer Agreement.  The following amendments are made to the Transfer Agreement:

(a)The definition of “Class Facility Limit” in Section 1.1 of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“Class Facility Limit:  (i) With respect to the Enterprise Funding Class, $100,000,000 and (ii) with respect to any other Class, the amount specified in any supplement to this Agreement as the Class Facility Limit for such Class; provided, however, that the Class Facility Limit with respect to any Class shall not at any time exceed the aggregate Commitments for the related Alternate Investors.”

(b)The definition of “Class Maximum Net Investment” in Section 1.1 of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“Class Maximum Net Investment:  At any time for any Class, an amount equal to the related Class Facility Limit.”

(c)The definition of “Class Termination Date” in Section 1.1 of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“Class Termination Date:  For any Class, unless the related Class Agent elects otherwise, the date of termination of the commitment of any Program Support Provider under a Program Support Agreement with respect to such Class, it being understood that as of January 21, 2011, the commitment termination date is January 20, 2012.”

(d)The definition of “Commitment Termination Date” in Section 1.1 of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“Commitment Termination Date:  January 20, 2012, or such later date to which the Commitment Termination Date may be extended by the SPV, the Agent, the Class Agents and some or all of the Alternate Investors (in their sole discretion).”

(e)The definition of “Conduit Investors” in Section 1.1 of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“Conduit Investors:  Any special purpose entity that finances its activities directly or indirectly through asset backed commercial paper that becomes a party to this Agreement  in accordance with the terms hereof and any Conduit Assignee of any of the foregoing.”

(f)The definition of “Days Sales Outstanding” in Section 1.1 of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“Days Sales Outstanding:  For any Monthly Period means the number of calendar days equal to the product of (a) 91 and (b) the amount obtained by dividing (i) the aggregate Unpaid Balance of Receivables (other than Specified Ineligible Receivables) as of the last day of the immediately preceding Monthly Period by (ii) the aggregate amount of sales by the Originator giving rise to Receivables (other than Specified Ineligible Receivables) during the three (3) consecutive Monthly Periods immediately preceding such monthly Report Date.”

(g)The definition of “Default Ratio” in Section 1.1 of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“Default Ratio:  For any Monthly Period, the ratio (expressed as a percentage) computed as of the related Month End Date next preceding the first day of such Monthly Period by dividing (i) the sum of (a) the aggregate Unpaid Balance of all Receivables (other than Specified Ineligible Receivables) which are 61-90 days past due as of such Month End Date and (b) the aggregate Unpaid Balance of all Receivables which became Charged-off Receivables (other than Specified Ineligible Receivables) during such Monthly Period, by (ii) the aggregate amount of sales by Originator giving rise to Receivables (other than Specified Ineligible Receivables) for the 3rd preceding month.”

(h)A new definition of “Existing Law” is hereby added to Section 1.1 of the Transfer Agreement in the appropriate alphabetical order:

2

“Existing Law: means (i) the final rule titled “Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues,” adopted by the United States bank regulatory agencies on December 15, 2009 (the “FAS 166/167 Capital Guidelines”); (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act; (iii) the revised Basel Accord prepared by the Basel Committee on Banking Supervision as set out in the publication entitled: “International Convergence of Capital Measurements and Capital Standards: a Revised Framework,” as updated from time to time (“Basel II”); or (iv) any implementing rules, regulations, guidance, interpretations or directives fr om any Official Body relating to the FAS 166/167 Capital Guidelines, the Dodd-Frank Wall Street Reform and Consumer Protection Act or Basel II (whether or not having the force of law).”

(i)The definition of “Facility Fee” in Section 1.1 of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“Facility Fee: (i) With respect to the Enterprise Funding Class, the fee payable by the SPV to Bank of America, the terms of which are set forth in Section 2.5; and (ii) with respect to any other Class, the fee specified in any supplement to this Agreement or any separate fee letter as the facility fee payable by the SPV to the related Class Agent.”

(j)The definition of “Facility Limit” in Section 1.1 of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“Facility Limit:  As of any date, the sum of the Class Facility Limits as of such date, which amount shall not exceed $100,000,000.”

(k)The definition of “Loss Horizon Ratio” in Section 1.1 of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“Loss Horizon Ratio:  For any Monthly Period, the ratio, expressed as a percentage, of (a) the aggregate amount of sales by Originator giving rise to Receivables (other than Specified Ineligible Receivables) for the most recent 5 months preceding the related Month End Date, divided by (b) the aggregate Unpaid Balance of all Eligible Receivables as of such recent Month End Date.”

(l)The definition of “Maximum Net Investment” in Section 1.1 of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“Maximum Net Investment:  At any time, an amount equal to the Facility Limit.”

(m)The definition of “Servicing Fee Reserve” in Section 1.1 of the Transfer Agreement is hereby amended and restated in its entirety as follows:

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“Servicing Fee Reserve:  At any time, an amount equal to the product of (i) the Servicing Fee Rate (ii) a fraction having Days Sales Outstanding as the numerator, and 360 as the denominator and (iii) the aggregate Unpaid Balance of all Receivables (other than Specified Ineligible Receivables) on such date of calculation.”

(n)The definition of “Settlement Date” in Section 1.1 of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“Settlement Date:  (i) Prior to the Termination Date, the 25th day of each calendar month (or, if such day is not a Business Day, the immediately succeeding Business Day) or such other day as the SPV and the Agent may from time to time mutually agree, and (ii) for any Portion of Investment for any Class on and after the Termination Date, each day selected from time to time by the related Class Agent (it being understood that the Class Agents may select such Settlement Dates to occur as frequently as daily) or, in the absence of any such selection, the date which would be the Settlement Date for such Portion of Investment pursuant to clause (i) of this definition.”

(o)The definition of “Stress Factor” in Section 1.1 of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“Stress Factor:  2.25.”

(p)The definition of “Alternate Rate” in Section 2.4 of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“Alternate Rate:  For any Rate Period for any Portion of Investment, an interest rate per annum equal to 0.60% per annum above the Offshore Rate for such Rate Period; provided, however, that in the case of:

(i)any Rate Period which commences on a date other than a Settlement Date or which commences prior to the Agent receiving at least three (3) Business Days notice thereof, or

(ii)any Rate Period relating to a Portion of Investment which is less than $2,000,000,

the “Alternate Rate” for each day in such Rate Period shall be an interest rate per annum equal to the Base Rate in effect on such day.  The “Alternate Rate” for any date on or after the declaration or automatic occurrence of Termination Date pursuant to Section 8.2 shall be an interest rate equal to the Default Rate in effect on such day.”

(q)The definition of “Offshore Base Rate” in Section 2.4 of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“Offshore Base Rate:  For each day during such Rate Period:

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(i)the rate per annum (carried out to the fifth decimal place) equal to the rate determined by the Agent to be the offered rate that appears on the page of the Reuters Screen that displays an average British Bankers Association Interest Settlement Rate (such page currently being page number LIBOR01) for deposits in Dollars with a term equivalent to such Rate Period, determined as of approximately 11:00 a.m. (London time) on such day, or

(ii)in the event the rate referenced in the preceding subsection (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum (carried to the fifth decimal place) equal to the rate determined by the Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars with a term equivalent to such Rate Period, determined as of approximately 11:00 a.m. (London time) on such day, or

(iii)in the event the rates referenced in the preceding subsections (a) and (b) are not available, the rate per annum determined by the Agent as the rate of interest at which Dollar deposits in same day funds in the approximate amount of the applicable Portion of Investment to be funded by reference to the Offshore Rate and with a term equivalent to such Rate Period would be offered by its London Branch to major banks in the offshore dollar market at their request at approximately 11:00 a.m. (London time) on such day; and”

(r)Section 2.5 of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“Notwithstanding any limitation on recourse herein, the SPV shall pay, as and when due in accordance with this Agreement, all fees hereunder and under the Fee Letters, Yield, all amounts payable pursuant to Article IX, if any, and the Servicing Fees.  On each Settlement Date, the SPV shall pay to the Enterprise Class Agent the Facility Fee, payable in arrears, equal to the sum of the products for each day during the previous month of (a) one divided by 360, (b) the Facility Fee Rate (as defined below), and (c) the applicable Class Facility Limit.  The “Facility Fee Rate” shall be equal to 0.30% per annum.  On each Settlement Date, to the extent not paid pursuant to Section 2.12 for any reason, the SPV shall pay to each Class Agent, on behalf of the Conduit Investors or the Alternate Investors, as applicable, an amount equal to the accrued and unpaid Yield for the related Rate Period.  Nothing in this Agreement shall limit in any way the obligations of the SPV to pay the amounts set forth in this Section 2.5.”

(s)Section 4.1(aa) of the Transfer Agreement is hereby is hereby amended and restated in its entirety as follows:

“(aa) Notice of Amendment to Existing Credit Documents.  It shall provide copies of  any  amendments, modifications or supplements to the Revolving Credit Agreement, Master Note Purchase Agreement, Intercreditor Agreement and Pledge Agreement to the Agent.”

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(t)Section 6.1(c) of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“(c) Compliance with Laws, Etc. Each of the SPV and the Servicer shall comply in all material respects with all Laws to which it or its respective properties may be subject and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges, in each case, except to the extent that the failure to so comply in any such case could not be reasonably expected to have a Material Adverse Effect.”

(u)Section 7.5(b) of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“(b) (i) any representation, warranty, certification or statement made by the Servicer in this Agreement, the First Tier Agreement, the Second Tier Agreement or in any of the other Transaction Documents or in any certificate or report delivered by it pursuant to any of the foregoing (other than those covered by clause (ii) below) shall prove to have been incorrect in any material respect when made or deemed made and shall remain unremedied for 30 days after the earlier to occur of (1) receipt of notice thereof from any Class Agent, any Investor or the Agent or (2) the date a Responsible Officer of the Servicer first becomes aware of such failure or (ii) any representation, warranty, certification or statement made by the Servicer in Section 4.1(e) (accuracy of information) or in any certificate or report delivered by it pursuant to the foregoing shall prove to have been incorrect in any material respect when made or deemed made and shall remain unremedied for 60 days after the earlier to occur of (1) receipt of notice thereof from any Class Agent, any Investor or the Agent or (2) the date a Responsible Officer of the Servicer first becomes aware of such failure; or”

(v)Section 8.1(b) of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“(b)  (i) any representation, warranty, certification or statement made or deemed made by the SPV, the Seller, the Servicer, the Performance Guarantor or the Originator in this Agreement, any other Transaction Document to which it is a party or in any other information, report or document delivered pursuant hereto or thereto (other than those covered by clause(ii) below) shall prove to have been incorrect when made or deemed made or delivered and shall remain unremedied for 30 days after the earlier to occur of (1) receipt of notice thereof from any Class Agent, any Investor or the Agent or (2) the date a Responsible Officer of the Servicer, the SPV, the Seller, the Performance Guarantor or the Originator, as applicable, first becomes aware of such failure or (ii) any representation, warranty, certification or statement made or deemed made by the SPV, the Seller, the Servicer, the Performance Guarantor or the Originator in Section 4.1(e) (accuracy of information) or in any other information, report or document delivered pursuant to the foregoing shall prove to have been incorrect when made or deemed made or delivered and shall remain unremedied for 60 days after the

6

earlier to occur of (1) receipt of notice thereof from any Class Agent, any Investor or the Agent or (2) the date a Responsible Officer of the Servicer, the SPV, the Seller, the Performance Guarantor or the Originator, as applicable, first becomes aware of such failure; or”

(w)Section 8.1(d) of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“(d) any Event of Bankruptcy shall occur with respect to the SPV, the Seller, the Originator, the Servicer or the Performance Guarantor; or”

(x)Section 9.2(b) of the Transfer Agreement is hereby amended and restated in its entirety as follows:

“(b) If any Indemnified Party shall have determined that after the date hereof (i) the adoption (after the date hereof) of any applicable Law or bank regulatory guideline regarding capital adequacy, or any change therein, or any clarification or change in the interpretation or administration thereof by any Official Body, (ii) any request, guidance or directive regarding capital adequacy (in the case of any bank regulatory guideline, whether or not having the force of law) of any Official Body, or (iii) the compliance, application or implementation by the Indemnified Party of any of the foregoing clauses (i) or (ii) or any Existing Law (in the case of any Existing Law, in a manner which is not consistent with the methods employed by such Indemnified Party on the date hereof), has or would have the effect of reducing the rate of return on capital of such Indemnified Party ( or its parent) as a consequence of such Indemnified Party’s obligations hereunder or with respect hereto to a level below that which such Indemnified Party (or its parent) could have achieved but for any of the occurrences set forth in the foregoing (i), (ii) or (iii) (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Indemnified Party to be material, then from time to time, within ten (10) days after demand by such Indemnified Party through the Agent, the SPV shall pay to the Agent, for the benefit of such Indemnified Party, such additional amount or amounts as will compensate such Indemnified Party (or its parent) for such reduction.  The amounts due and payable to an Indemnified Party under this Section 9.2(b) shall be considered Aggregate Unpaids.”

(y)Schedule II (Specified Ineligible Receivables) of the Transfer Agreement is hereby deleted and replaced in its entirety with the Schedule II attached hereto.

SECTION 2.Release and Further Assurances.  Enterprise Funding shall cease to be a conduit investor under the Transfer Agreement, and Enterprise Funding shall be released from and shall have no further rights, duties, obligations or liabilities under the Transfer Agreement, other than rights, duties, obligations or liabilities accruing prior to the Effective Date; provided, further, that the indemnification and payment provisions of Article IX and X of the Transfer Agreement shall be continuing and shall survive after the Effective Date.

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SECTION 3.Authorization to file financing statements.  Enterprise Funding hereby authorizes the Agent to file financing statement amendments and termination statements in all jurisdictions as may be necessary or, in the opinion of the Agent, desirable, under the Uniform Commercial Code of all appropriate jurisdictions or any comparable law in order to effect the provisions of Section 2 hereof.

SECTION 4.Effective Date.  This Amendment shall become effective as of the date (the “Effective Date”) that the Agent shall have received counterparts hereof duly executed by each of the parties hereto.

SECTION 5.Representations and Warranties.

Each of the Originator, the SPV, the Seller and the Servicer hereby certifies that, subject to the effectiveness of this Amendment, each of the representations and warranties set forth in the Transfer Agreement is true and correct on the date hereof, as if each such representation and warranty were made on the date hereof.

SECTION 6.Transfer Agreement in Full Force and Effect as Amended.

Except as specifically amended hereby, the Transfer Agreement shall remain in full force and effect.  All references to the Transfer Agreement shall be deemed to mean the Transfer Agreement as modified hereby.  The parties hereto agree to be bound by the terms and conditions of the Transfer Agreement, as amended by this Amendment, as though such terms and conditions were set forth herein.

SECTION 7.Consent of Performance Guarantor.

The Performance Guarantor hereby consents to the amendments to the Transfer Agreement set forth in this Amendment.

SECTION 8.Consent to Sub-Servicer.

Pursuant to Section 7.1(d) of the Transfer Agreement, the Agent hereby consents to the appointment by the Servicer of United Stationers Supply Co., as a Sub-Servicer under the Transfer Agreement and the transactions contemplated thereby, and United Stationers agrees to perform its duties and obligations in such capacity in accordance with the terms of the Transfer Agreement.

SECTION 9.Miscellaneous.

9.1This Amendment may be executed in any number of counterparts, and by the different parties hereto on the same or separate counterparts, each of which when so executed and delivered shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.  This Amendment shall become effective upon the Agent’s receipt of counterparts of this Amendment, duly executed by all parties hereto (including the Performance Guarantor).

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9.2The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.

9.3This Amendment may not be amended or otherwise modified except as provided in the Transfer Agreement.

9.4Any provision in this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.5THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

UNITED STATIONERS RECEIVABLES, LLC
By:	/s/ Robert J. Kelderhouse
Name:		Robert J. Kelderhouse
Title:		Vice President and Treasurer
UNITED STATIONERS SUPPLY CO., as Originator
By:	/s/ Robert J. Kelderhouse
Name:			Robert J. Kelderhouse
Title:			Vice President and Treasurer
UNITED STATIONERS FINANCIAL SERVICES
LLC, as Seller and as Servicer
By:	/s/ Robert J. Kelderhouse
Name:			Robert J. Kelderhouse
Title:			Vice President and Treasurer

[signatures continued on next page]

S-1

BANK OF AMERICA, NATIONAL ASSOCIATION,
as an Alternate Investor and Agent
By:	/s/ Margaux L. Karagosian
Name:		Margaux L. Karagosian
Title:		Vice President

[signatures continued on next page]

S-2

Acknowledged and consented to by:

UNITED STATIONERS INC.,
as the Performance Guarantor
By:	/s/ Robert J. Kelderhouse
Name:		Robert J. Kelderhouse
Title:		Vice President and Treasurer

[end of signatures]

S-3

SCHEDULE II

Specified Ineligible Receivables

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Schedule II-1

EX-21

UNITED STATIONERS INC. CORPORATE ENTITY CHART AS OF DECEMBER 31, 2010 United Stationers Inc. United Stationers Supply Co. United Stationers Technology Services LLC United Stationers Financial Services LLC Lagasse, Inc. Azerty de Mexico, S.A. de C.V. United Stationers Hong Kong Limited United Stationers Receivables, LLC ORS Nasco, Inc. Oklahoma Rig, Inc. Oklahoma Rig & Supply Co. Trans, Inc. United Worldwide Limited MBS Dev, Inc. CHART LEGEND Legal Entity Operating Division United Stationers Supply (Division)

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-66352, No. 333-37665, No. 333-134058 and No. 333-120563) pertaining to the Company’s various employee benefit plans of our reports dated February 25, 2011, with respect to the consolidated financial statements and schedule of United Stationers Inc. and the effectiveness of internal control over financial reporting of United Stationers Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2010, filed with the Securities and Exchange Commission.

	/s/ ERNST & YOUNG LLP
Chicago, Illinois
February 25, 2011

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AS ADOPTED PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Richard W. Gochnauer, certify that:

1.

I have reviewed this annual report on Form 10-K of United Stationers Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 25, 2011 /s/ RICHARD W. GOCHNAUER
Richard W. Gochnauer
Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
AS ADOPTED PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Victoria J. Reich, certify that:

1.

I have reviewed this annual report on Form 10-K of United Stationers Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 25, 2011 /s/ VICTORIA J. REICH
Victoria J. Reich
Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of United Stationers Inc. (the "Company") on Form 10-K for the year ended December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Richard W. Gochnauer, Chief Executive Officer of the Company, and Victoria J. Reich, Senior Vice President and Chief Financial Officer of the Company, each hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ RICHARD W. GOCHNAUER
Richard W. Gochnauer
Chief Executive Officer
February 25, 2011

/s/ VICTORIA J. REICH
Victoria J. Reich
Senior Vice President and
Chief Financial Officer
February 25, 2011