AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED POOLING AGREEMENT

OMNIBUS AMENDMENT

This OMNIBUS AMENDMENT (this “ Omnibus Amendment ”) is entered into as of March 21, 2008 by and among USS Receivables Company, Ltd., a Cayman Islands limited liability company (“ USSR ”), United Stationers Financial Services LLC, an Illinois limited liability company (“ USFS ”), United Stationers Supply Co., an Illinois corporation (“ USSC ”, and together with USSR and USFS, the “ USS Companies ”), Falcon Asset Securitization Company LLC, a Delaware limited liability company (“ Falcon ”), PNC Bank, National Association, as Administrator under and as defined in the Series 2000-2 Supplement referred to below (“ PNC ”), Market Street Funding LLC (“ Market Street ”), JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as the Funding Agent and the sole APA Bank under and as defined in the Series 2003-1 Supplement referred to below (“ JPMorgan Chase Bank ” or the “ Funding Agent ”), Fifth Third Bank, as Administrator under and as defined in the Series 2004-1 Supplement referred to below (“ Fifth Third ”) and The Bank of New York Trust Company, N.A. (successor in interest to JPMorgan Chase Bank, N.A.), as Trustee (the “ Trustee ”).

RECITALS

WHEREAS, USSR, USFS, as Servicer (the “ Servicer ”), and the Trustee are parties to that certain Second Amended and Restated Pooling Agreement, dated as of March 28, 2003 (as amended, supplemented, restated or otherwise modified and in effect from time to time, the “ Pooling Agreement ”);

WHEREAS, USSR, the Servicer, Fifth Third and the Trustee are parties to that certain Series 2004-1 Supplement, dated as of March 26, 2004, to the Pooling Agreement, as amended by the Omnibus Amendment with respect thereto, dated as of March 25, 2005, as further amended by the Omnibus Amendment with respect thereto, dated as of March 24, 2006, as further amended by the Omnibus Amendment with respect thereto, dated as of March 23, 2007 and as further amended by the Omnibus Amendment with respect thereto, dated as of July 26, 2007 (as so amended and as further amended, supplemented, restated or otherwise modified and in effect from time to time, the “ Series 2004-1 Supplement ”);

WHEREAS, USSR, the Servicer, Falcon, JPMorgan Chase Bank and the Trustee are parties to that certain Series 2003-1 Supplement, dated as of March 28, 2003, to the Pooling Agreement, as amended by the Omnibus Amendment with respect thereto, dated as of March 26, 2004, as further amended by the Omnibus Amendment with respect thereto, dated as of March 25, 2005, as further amended by the Omnibus Amendment with respect thereto, dated as of March 24, 2006, as further amended by the Omnibus Amendment with respect thereto, dated as of March 23, 2007 and as further amended by the Omnibus Amendment with respect thereto, dated

as of July 26, 2007 (as so amended and as further amended, supplemented, restated or otherwise modified and in effect from time to time, the “ Series 2003-1 Supplement ”);

WHEREAS, USSR, the Servicer, PNC, Market Street and the Trustee are parties to that certain Second Amended and Restated Series 2000-2 Supplement, dated as of March 28, 2003, to the Pooling Agreement, as amended by the Omnibus Amendment with respect thereto, dated as of March 26, 2004, as further amended by the Omnibus Amendment with respect thereto, dated as of March 25, 2005, as further amended by the Omnibus Amendment with respect thereto, dated as of March 24, 2006, as further amended by the Omnibus Amendment with respect thereto, dated as of March 23, 2007 and as further amended by the Omnibus Amendment with respect thereto, dated as of July 26, 2007 (as so amended and as further amended, supplemented, restated or otherwise modified and in effect from time to time, the “ Series 2000-2 Supplement ”);

WHEREAS, each of the parties hereto now desires to amend each of the Pooling Agreement, the Series 2004-1 Supplement, the Series 2003-1 Supplement and the Series 2000-2 Supplement (collectively, the “ Amended Documents ”), in each case, subject to the terms and conditions hereof.

AGREEMENT

NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.                                             Definitions Used Herein . Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth for such terms in the Pooling Agreement or, if not defined therein, the Series 2004-1 Supplement, Series 2003-1 Supplement or Series 2000-2 Supplement, as applicable.

Section 2.                                             Amendments to the Series 2004-1 Supplement . Immediately upon the satisfaction of each of the conditions precedent set forth in Section 6 of this Omnibus Amendment, the Series 2004-1 Supplement is hereby amended, effective as of the date first written above, as follows:

(a)                                   by amending and restating the definition of “Accrual Period” appearing in Section 1.1 thereof as follows:

“Accrual Period” shall mean the period from and including the first day of each calendar month to and including the last day of such calendar month, provided that the final Accrual Period hereunder shall terminate on the date of the final payment made hereunder on the VFC Certificate.

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(b)                                  by amending and restating the definition of “Commitment Expiry Date” appearing in Section 1.1 thereof as follows:

“Commitment Expiry Date” shall mean March 20, 2009 (as may be extended for up to an additional 364 days from time to time in writing by the Committed Purchaser and the Administrator in their sole discretion).

(c)                                   by amending and restating the definition of “Commitment Termination Date” appearing in Section 1.1 thereof as follows:

“Commitment Termination Date” shall mean the earlier to occur of (i) the date on which the Purchase Limit has been reduced to zero pursuant to Section 2.8 of this Supplement, and (ii) March 18, 2011.

(d)                                  by amending and restating the definition of “Rate Period” appearing in Section 1.1 thereof as follows (solely for convenience, changed language is italicized):

“Rate Period” shall mean, unless otherwise agreed by the Administrator and the Company, with respect to any Funding Tranche, (i) initially the period commencing on (and including) the date of the initial purchase or funding of such Funding Tranche and ending on (but excluding) the first day of the next following calendar month, and (ii) thereafter each period commencing on (and including) the first day of each calendar month and ending on the first day of the next following calendar month; provided , that:

(A)                               any Rate Period with respect to any Funding Tranche not funded 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 Euro-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 Funding Tranche which commences before the occurrence of an Early Amortization Event and would otherwise end on a date occurring after the occurrence of an Early Amortization Event, such Rate Period shall end on the date of the occurrence of an Early Amortization Event and the duration of each Rate Period which commences on or after the occurrence of an Early Amortization Event shall be of such duration as shall be selected by the Administrator; and

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(C)                                 any Rate Period in respect of which Yield is computed by reference to the CP Rate may be terminated at the election of, and upon notice thereof to the Company and the Servicer by, the Administrator any time, in which case the Funding Tranche allocated to such terminated Rate Period shall be allocated to a new Rate Period commencing on (and including) the date of such termination and ending on (but excluding) the first day of the next following calendar month and shall accrue Yield at the Alternate Rate.

(e)                                   by amending and restating paragraphs (b) and (c) of Section 2.9 as follows (solely for convenience, changed language is italicized):

(b)                             The Servicer shall distribute pursuant to subsection 3A.6(b), from amounts on deposit in the Series 2004-1 Collection Sub-account, to the Administrator, for the account of the Committed Purchaser, on each Distribution Date, a commitment fee with respect to the Accrual Period most recently ended on or prior to such date (the “Commitment Fee”) at the Commitment Fee Rate of the average daily excess of 102% of the Purchase Limit over the average Series 2004-1 Purchaser Invested Amount during such Accrual Period for the actual number of days in such Accrual Period. The Commitment Fee shall be payable (i) monthly in arrears on each Distribution Date for such Accrual Period and (ii) on the Facility Termination Date. To the extent that funds on deposit in the Series 2004-1 Collection Sub-account at any such date are insufficient to pay the Commitment Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Administrator the amount of any such deficiency.

(c)                              The Servicer shall distribute pursuant to subsection 3A.6(b), from amounts on deposit in the Series 2004-1 Collection Sub-account, to the Administrator, for the account of the Committed Purchaser, on each Distribution Date, a utilization fee (the “Utilization Fee”) with respect to the Accrual Period most recently ended on or prior to such date at the Utilization Fee Rate of the average daily Series 2004-1 Purchaser Invested Amount during such period for the actual number of days in such Accrual Period. The Utilization Fee shall be payable (i) monthly in arrears on each Distribution Date for such Accrual Period and (ii) on the Facility Termination Date. To the extent that funds on deposit in the Series 2004-1 Collection Sub-account at any such date are insufficient to pay the Utilization Fee due on such date, the Servicer shall so notify the Company and the Company shall immediately pay the Administrator the amount of any such deficiency.

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(f)                                     by amending and restating the first sentence of paragraph (a) of Section 3A.4 as follows (solely for convenience, added language is italicized):

On or before the Business Day preceding the each Distribution Date, the Administrator shall notify the Servicer and the Trustee of the Series 2004-1 Monthly Interest Amount for the most recent Accrual Period ending on or before the related Distribution Date.

(g)                                  by amending and restating the first sentence of paragraph (c) of Section 3A.4 as follows (solely for convenience, added language is italicized):

On each Distribution Date, the Servicer shall determine the excess, if any (the “ Interest Shortfall ”), of (i) the Series 2004-1 Monthly Interest for the most recent Accrual Period ending on or before such Distribution Date over (ii) the amount which will be available to be distributed to the Purchasers on such Distribution Date in respect thereof pursuant to this Supplement.

Section 3.                                             Amendments to the Series 2003-1 Supplement . Immediately upon the satisfaction of each of the conditions precedent set forth in Section 6 of this Omnibus Amendment, Section 1.1 of the Series 2003-1 Supplement is hereby amended, effective as of the date first written above, as follows:

(a)                                   by amending and restating the definition of “Commitment Expiry Date” as follows:

“Commitment Expiry Date” shall mean March 20, 2009 (as may be extended for up to an additional 364 days from time to time in writing by Initial Purchaser, the Funding Agent and the APA Banks).

(b)                                  by amending and restating the definition of “Commitment Termination Date” as follows:

“Commitment Termination Date” shall mean the earliest to occur of (i) the date on which the Aggregate Commitment Amount has been reduced to zero pursuant to Section 2.7 of this Supplement, (ii) the Commitment Expiry Date, (iii) the Option