Exhibit 4.4
CONFORMED COPY
PARENT
GUARANTY
THIS GUARANTY
(this “Guaranty”) dated as of October 15, 2007 is made
by UNITED STATIONERS INC., a Delaware corporation (the
“Guarantor”), in favor of the holders from time to time
of the Notes hereinafter referred to, including each purchaser
named in the Master Note Purchase Agreement hereinafter referred
to, and their respective successors and assigns (collectively, the
“Holders” and each individually, a
“Holder”).
W I T N
E S S E T H :
WHEREAS, UNITED
STATIONERS SUPPLY CO., an Illinois corporation (the
“Company”), the Guarantor and the initial Holders have
entered into a Master Note Purchase Agreement dated as of October
15, 2007 (the Master Note Purchase Agreement as amended,
supplemented, restated or otherwise modified from time to time in
accordance with its terms and in effect, the “Note Purchase
Agreement”);
WHEREAS, the Note
Purchase Agreement contemplates the issuance by the Company of
Notes (as defined in the Note Purchase Agreement) in one or more
series and tranches;
WHEREAS, the
Company is a wholly owned Subsidiary of the Guarantor and the
Guarantor will derive substantial benefits from the purchase by the
Holders of the Notes;
WHEREAS, it is a
condition precedent to the obligation of the Holders to purchase
the Notes that the Guarantor shall have executed and delivered this
Guaranty to the Holders; and
WHEREAS, the
Guarantor desires to execute and deliver this Guaranty to satisfy
the conditions described in the preceding paragraph;
NOW, THEREFORE, in
consideration of the premises and other benefits to the Guarantor,
and of the purchase of the Notes by the Holders, and for other good
and valuable consideration, the receipt and sufficiency of which
are acknowledged, the Guarantor makes this Guaranty as
follows:
SECTION 1.
Definitions . Any capitalized terms not otherwise herein
defined shall have the meanings ascribed to them in the Note
Purchase Agreement.
SECTION 2. Guaranty . The Guarantor
unconditionally and irrevocably guarantees to the Holders the due,
prompt and complete payment by the Company of the principal of,
Make-Whole Amount or LIBOR Breakage Amount, if any, and interest
on (including interest accruing or becoming owing subsequent
to the commencement of any bankruptcy, reorganization or similar
proceeding involving the Company), and each other amount due under,
the Notes and the Note Purchase Agreement, when and as the same
shall become due and payable (whether at stated maturity or by
required or optional prepayment or by declaration or otherwise) in
accordance with the terms of the Notes and the Note Purchase
Agreement (the Notes and the Note Purchase Agreement being
sometimes hereinafter collectively referred to as the “Note
Documents” and the amounts payable by the Company under the
Note Documents, and all other
monetary obligations of
the Company thereunder (including any reasonable attorneys’
fees and expenses), being sometimes collectively hereinafter
referred to as the “Obligations”). This Guaranty is a
guaranty of payment and not just of collectibility and is in no way
conditioned or contingent upon any attempt to collect from the
Company or upon any other event, contingency or circumstance
whatsoever. If for any reason whatsoever the Company shall fail or
be unable duly, punctually and fully to pay such amounts as and
when the same shall become due and payable, the Guarantor, without
demand, presentment, protest or notice of any kind, will forthwith
pay or cause to be paid such amounts to the Holders under the terms
of such Note Documents, in lawful money of the United States, at
the place specified in the Note Purchase Agreement, or perform or
comply with the same or cause the same to be performed or complied
with, together with interest (to the extent provided for under such
Note Documents) on any amount due and owing from the Company. The
Guarantor, promptly after demand, will pay to the Holders the
reasonable costs and expenses of collecting such amounts or
otherwise enforcing this Guaranty, including, without limitation,
the reasonable fees and expenses of counsel.
SECTION 3.
Guarantor’s Obligations Unconditional . The
obligations of the Guarantor under this Guaranty shall be primary,
absolute and unconditional obligations of the Guarantor, shall not
be subject to any counterclaim, set-off, deduction, diminution,
abatement, recoupment, suspension, deferment, reduction or defense
based upon any claim the Guarantor or any other person may have
against the Company or any other person, and to the full extent
permitted by applicable law shall remain in full force and effect
without regard to, and shall not be released, discharged or in any
way affected by, any circumstance or condition whatsoever other
than the indefeasible payment in full of the Obligations (whether
or not the Guarantor or the Company shall have any knowledge or
notice thereof), including:
(a)
any termination, amendment or modification of or deletion from or
addition or supplement to or other change in any of the Note
Documents or any other instrument or agreement applicable to any of
the parties to any of the Note Documents;
(b)
any furnishing or acceptance of any security, or any release of any
security, for the Obligations, or the failure of any security or
the failure of any person to perfect any interest in any
collateral;
(c)
any failure, omission or delay on the part of the Company to
conform or comply with any term of any of the Note Documents or any
other instrument or agreement referred to in paragraph (a) above,
including, without limitation, failure to give notice to the
Guarantor of the occurrence of a “Default” or an
“Event of Default” under any Note Document;
(d)
any waiver of the payment, performance or observance of any of the
obligations, conditions, covenants or agreements contained in any
Note Document, or any other waiver, consent, extension, indulgence,
compromise, settlement, release or other action or inaction under
or in respect of any of the Note Documents or any other instrument
or agreement referred to in paragraph (a) above or any obligation
or liability of the Company, or any exercise or non-exercise of any
right, remedy, power or privilege
under or in respect of
any such instrument or agreement or any such obligation or
liability;
(e)
any failure, omission or delay on the part of any of the Holders to
enforce, assert or exercise any right, power or remedy conferred on
such Holder in this Guaranty, or any such failure, omission or
delay on the part of such Holder in connection with any Note
Document, or any other action on the part of such
Holder;
(f)
any voluntary or involuntary bankruptcy, insolvency,
reorganization, arrangement, readjustment, assignment for the
benefit of creditors, composition, receivership, conservatorship,
custodianship, liquidation, marshaling of assets and liabilities or
similar proceedings with respect to the Company, the Guarantor or
to any other person or any of their respective properties or
creditors, or any action taken by any trustee or receiver or by any
court in any such proceeding;
(g)
any discharge, termination, cancellation, frustration,
irregularity, invalidity or unenforceability, in whole or in part,
of any of the Note Documents or any other agreement or instrument
referred to in paragraph (a) above or any term hereof;
(h)
any merger or consolidation of the Company or the Guarantor into or
with any other corporation, or any sale, lease or transfer of any
of the assets of the Company or the Guarantor to any other
person;
(i)
any change in the ownership of any shares of capital stock of the
Company or
|
