EXHIBIT 4.10
GUARANTEE ASSUMPTION AGREEMENT
GUARANTEE ASSUMPTION AGREEMENT (this "AGREEMENT") dated as of July 1,
2001 by United Stationers Technology Services LLC, an Illinois limited liability
company (the "ADDITIONAL SUBSIDIARY GUARANTOR"), in favor of The Chase Manhattan
Bank, as administrative agent for the lenders or other financial institutions or
entities party as "Lenders" to the Credit Agreement referred to below (in such
capacity, together with its successors in such capacity, the "ADMINISTRATIVE
AGENT").
United Stationers Supply Co., United Stationers Inc., the lenders
party thereto and the Administrative Agent, are parties to the Third Amended and
Restated Credit Agreement dated as of June 29, 2000 (as modified and
supplemented and in effect from time to time, the "CREDIT AGREEMENT"). Terms
defined in the Credit agreement are used herein with the same meanings.
Pursuant to Section 9.21(a) of the Credit Agreement, the Additional
Subsidiary Guarantor hereby agrees to become a "Subsidiary Guarantor" for all
purposes of the Credit Agreement, and a "Subsidiary Guarantor" and an "Issuer"
for all purposes of the Subsidiary Guarantee and Security Agreement (and hereby
supplements Annexes 1 through 6 to said Subsidiary Guarantee and Security
Agreement as specified in Appendix A). Without limiting the foregoing, the
Additional Subsidiary Guarantor hereby, jointly and severally with the other
Subsidiary Guarantors, guarantees to each Lender and the Administrative Agent
and their respective successors and assigns the prompt payment in full when due
(whether at stated maturity, by acceleration or otherwise) of all Guaranteed
Obligations (as defined in Section 3.01 of the Subsidiary Guarantee and Security
Agreement) in the same manner and to the same extent as is provided in Section 3
of the Subsidiary Guarantee and Security Agreement. In addition, the Additional
Subsidiary Guarantor hereby makes the representations and warranties set forth
in Section 2 of the Subsidiary Guarantee and Security Agreement, with respect to
itself and its obligations under this Agreement, as if each reference in such
Sections to the Credit Documents included reference to this Agreement.
The Additional Subsidiary Guarantor hereby instructs its counsel to
deliver the opinions referred to in Section 9.21(a) of the Credit Agreement to
the Lenders and the Administrative Agent.
IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has caused
this Guarantee Assumption Agreement to be duly executed and delivered as of the
day and year first above written.
UNITED STATIONERS TECHNOLOGY
SERVICES LLC
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
Accepted and agreed:
THE CHASE MANHATTAN BANK,
as Administrative Agent
By
----------------------
Title:
2
Appendix A
SUPPLEMENT TO ANNEX 1 OF SUBSIDIARY GUARANTEE
AND SECURITY AGREEMENT
PLEDGED STOCK
None
SUPPLEMENT TO ANNEX 2 OF SUBSIDIARY GUARANTEE
AND SECURITY AGREEMENT
LIST OF COPYRIGHTS, COPYRIGHT REGISTRATIONS
AND
APPLICATIONS FOR COPYRIGHT REGISTRATIONS
[See Section 2.04(d)]
NONE
SUPPLEMENT TO ANNEX 3 OF SUBSIDIARY GUARANTEE
AND SECURITY AGREEMENT
LIST OF PATENTS AND PATENT APPLICATION
[See Section 2.04(d)]
NONE
SUPPLEMENT TO ANNEX 4 OF SUBSIDIARY GUARANTEE
AND SECURITY AGREEMENT
LIST OF TRADENAMES, TRADEMARKS, SERVICE MARKS
AND
APPLICATIONS FOR TRADEMARK AND SERVICE ▇▇▇▇ REGISTRATION
[See Section 2.04(d)]
NONE
SUPPLEMENT TO ANNEX 5 OF SUBSIDIARY GUARANTEE
AND SECURITY AGREEMENT
LIST OF CONTRACTS, LICENSES AND OTHER AGREEMENTS
[See Section 2.04(d), (e) and (f)]
See attached document
SUPPLEMENT TO ANNEX 6 OF SUBSIDIARY GUARANTEE
AND SECURITY AGREEMENT
LIST OF LOCATIONS
[SEE SECTION 6.07]
CHIEF EXECUTIVE OFFICE:
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OTHER LOCATIONS:
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GUARANTEE ASSUMPTION AGREEMENT
GUARANTEE ASSUMPTION AGREEMENT (this "AGREEMENT") dated as of May 1,
2001 by United Stationers Financial Services LLC, an Illinois limited liability
company (the "ADDITIONAL SUBSIDIARY GUARANTOR"), in favor of The Chase Manhattan
Bank, as administrative agent for the lenders or other financial institutions or
entities party as "Lenders" to the Credit Agreement referred to below (in such
capacity, together with its successors in such capacity, the "ADMINISTRATIVE
AGENT").
United Stationers Supply Co., United Stationers Inc., the lenders
party thereto and the Administrative Agent, are parties to the Third Amended and
Restated Credit Agreement dated as of June 29, 2000 (as modified and
supplemented and in effect from time to time, the "CREDIT AGREEMENT"). Terms
defined in the Credit Agreement are used herein with the same meanings.
Pursuant to Section 9.21(a) of the Credit Agreement, the Additional
Subsidiary Guarantor hereby agrees to become a "Subsidiary Guarantor" for all
purposes of the Credit Agreement, and a "Subsidiary Guarantor" and an "Issuer"
for all purposes of the Subsidiary Guarantee and Security Agreement (and hereby
supplements Annexes 1 through 6 to said Subsidiary Guarantee and Security
Agreement as specified in Appendix A). Without limiting the foregoing, the
Additional Subsidiary Guarantor hereby, jointly and severally with the other
Subsidiary Guarantors, guarantees to each Lender and the Administrative Agent
and their respective successors and assigns the prompt payment in full when due
(whether at stated maturity, by acceleration or otherwise) of all Guaranteed
Obligations (as defined in Section 3.01 of the Subsidiary Guarantee and Security
Agreement) in the same manner and to the same extent as is provided in Section 3
of the Subsidiary Guarantee and Security Agreement. In addition, the Additional
Subsidiary Guarantor hereby makes the representations and warranties set forth
in Section 2 of the Subsidiary Guarantee and Security Agreement, with respect to
itself and its obligations under this Agreement, as if each reference in such
Sections to the Credit Documents included reference to this Agreement.
The Additional Subsidiary Guarantor hereby instructs its counsel to
deliver the opinions referred to in Section 9.21(a) of the Credit Agreement to
the Lenders and the Administrative Agent.
IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has caused
this Guarantee Assumption Agreement to be duly executed and delivered as of the
day and year first above written.
UNITED STATIONERS FINANCIAL
SERVICES LLC
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
Accepted and agreed:
THE CHASE MANHATTAN BANK,
as Administrative Agent
By
-----------------------
Title:
2
Appendix A
SUPPLEMENT TO ANNEX 1 OF SUBSIDIARY GUARANTEE
AND SECURITY AGREEMENT
PLEDGED STOCK
[See Section 2.04(b) and (c)]
--------------------------------------------------------------------------------
Issuer Certificate Record or Number of Shares Par Value Class
Number Beneficial Owner
--------------------------------------------------------------------------------
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None
SUPPLEMENT TO ANNEX 2 OF SUBSIDIARY GUARANTEE
AND SECURITY AGREEMENT
LIST OF COPYRIGHTS, COPYRIGHT REGISTRATIONS
AND
APPLICATIONS FOR COPYRIGHT REGISTRATIONS
[See Section 2.04(d)]
None
SUPPLEMENT TO ANNEX 3 OF SUBSIDIARY GUARANTEE
AND SECURITY AGREEMENT
LIST OF PATENTS AND PATENT APPLICATION
[See Section 2.04(d)]
None
SUPPLEMENT TO ANNEX 4 OF SUBSIDIARY GUARANTEE
AND SECURITY AGREEMENT
LIST OF TRADENAMES, TRADEMARKS, SERVICE MARKS
AND
APPLICATIONS FOR TRADEMARK AND SERVICE ▇▇▇▇ REGISTRATION
[See Section 2.04(d)]
None
SUPPLEMENT TO ANNEX 5 OF SUBSIDIARY GUARANTEE
AND SECURITY AGREEMENT
LIST OF CONTRACTS, LICENSES AND OTHER AGREEMENTS
[See Section 2.04(d), (e) and (f)]
None
SUPPLEMENT TO ANNEX 6 OF SUBSIDIARY GUARANTEE
AND SECURITY AGREEMENT
LIST OF LOCATIONS
[SEE SECTION 6.07]
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