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RECEIVABLES SALE AGREEMENT

This RECEIVABLES SALE AGREEMENT, dated as of March 3, 2009 (as amended, supplemented or otherwise modified and in effect from time to time, this “ Agreement ”), by UNITED STATIONERS SUPPLY CO., an Illinois corporation, as originator (the “ Originator ”) and UNITED STATIONERS FINANCIAL SERVICES LLC, an Illinois limited liability company, as purchaser (the “ Purchaser ”).

W I T N E S S E T H :

WHEREAS, the Purchaser desires to purchase from the Originator from time to time certain accounts receivable both currently existing and hereafter generated in the normal course of the Originator’s business pursuant to written agreements or with invoices on open accounts;

WHEREAS, the Originator desires to sell and assign from time to time such certain accounts receivable to the Purchaser upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by and between the Purchaser and the Originator as follows:

Article I

Definitions

Section 1.1                                    Definitions .

All capitalized terms used herein shall have the meanings specified herein or, if not so specified, the meaning specified in, or incorporated by reference into, the Transfer Agreement (as defined below), and shall include in the singular number the plural and in the plural number the singular:

Conveyance Amount :  As defined in Section 3.1 hereof.

Discount Purchase Percentage :  A percentage determined by the Purchaser and the Seller from time to time (but at least on a quarterly basis).

Distribution Business : (i) The distribution of products, including but not limited to, technology products, office products, janitorial/sanitation products, foodservice consumables, office furniture, and safety products, (ii) any activity necessary, appropriate or incidental to the activities described in the preceding clause (i) of this definition, including but not limited to delivering, installing and servicing the products of the Originator or any Subsidiary sells; and (iii) any business related, ancillary or complementary to or arising from the foregoing.

Eligible Receivable :  As defined in the Transfer Agreement.

Investment Company Act :  The Investment Company Act of 1940, as amended.

Originator :  As defined in the Preamble .

Purchaser :  As defined in the Preamble .

Receivables Purchase Agreement :  The Receivables Purchase Agreement, dated as of March 3, 2009, by and between United Stationers Financial Services LLC, as Seller, and the SPV, as Purchaser, as such agreement may be amended, modified or supplemented from time to time.

Related Security :  As defined in the Transfer Agreement.

Relevant UCC :  The Uniform Commercial Code as in effect in the States of New York or Illinois, as applicable.

Sale Termination Date :  As defined in Section 8.1 hereof.

Securities Exchange Act :  The Securities Exchange Act of 1934, as amended.

Secured Obligations :  As defined in Section 2.1(d)  hereof.

SPV :  United Stationers Receivables, LLC, an Illinois limited liability company, together with its successors and assigns.

Transfer Agreement :  The Transfer and Administration Agreement, dated as of March 3, 2009, by and among the SPV, the Originator, the Servicer, United Stationers Financial Services LLC, the Class Agents, the Agent and the Investors, as such agreement may be amended, modified or supplemented from time to time.

Section 1.2                                    Other Terms .

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles.  All terms used in Article 9 of the Relevant UCC, and not specifically defined herein, are used herein as defined in such Article 9.

Section 1.3                                    Computation of Time Periods .

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” and the words “to” and “until” each means “to but excluding.”

Article II

Purchase, Conveyance and Servicing of Receivables

Section 2.1                                    Sale .

(a)                                   Upon the terms and subject to the conditions set forth herein, the Originator hereby sells, conveys, transfers and absolutely assigns to the Purchaser, and the Purchaser hereby

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accepts such sale, conveyance, transfer and absolute assignment from the Originator, on the terms and subject to the conditions specifically set forth herein, of all of the Originator’s right, title and interest, whether now owned or hereafter acquired, in, to and under all Receivables and the Related Security, Collections and proceeds relating thereto, provided that the Sale Termination Date has not occurred.  Any such foregoing sale, assignment, transfer and conveyance does not constitute an assumption by the Purchaser of any obligations of the Originator or any other Person to Obligors or to any other Person in connection with such Receivables and the Related Security, Collections and proceeds relating thereto or other agreement and instrument relating thereto.  On the date hereof and on each Business Day thereafter to, but including the Sale Termination Date, the Originator shall transfer to the Purchaser, in accordance with the second preceding sentence, all Receivables then owned by the Originator.

(b)                                  In connection with any such foregoing sale, the Originator agrees to record and file on or prior to the Closing Date, at its own expense, a financing statement or statements with respect to the Receivables and the other property described in Section 2.1(a)  sold and to be sold by the Originator hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and protect the interests of the Purchaser created hereby under the Relevant UCC against all creditors of and purchasers from the Originator, and to deliver either the originals of such financing statements or a file-stamped copy of such financing statements or other evidence of such filings to the Purchaser on the Closing Date.

(c)                                   The Originator agrees that from time to time, at its expense, it will promptly authenticate and deliver all instruments and documents and take all actions as may be necessary or as the Purchaser may reasonably request in order to perfect or protect the interest of the Purchaser in the Receivables and other property purchased from the Originator hereunder or to enable the Purchaser to exercise or enforce any of its rights hereunder.  Without limiting the foregoing, the Originator will, in order to accurately reflect any purchase and sale transaction, authenticate and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant hereto) as may be requested by the Purchaser, and upon the request of the Purchaser, mark its master data processing records and other documents with a legend describing the purchase by the Purchaser of Receivables and the subsequent transfer thereof pursuant to (i) the Receivables Purchase Agreement and stating “An interest in these accounts receivable has been conveyed to the SPV, pursuant to a Receivables Purchase Agreement dated March 3, 2009,” and (ii) the Transfer Agreement and stating “An interest in these accounts receivable has been conveyed to Bank of America, National Association, as agent for the benefit of certain investors, pursuant to a Transfer Agreement dated as of March 3, 2009.”  The Originator shall, upon request of the Purchaser, obtain such additional search reports as the Purchaser shall reasonably request.  To the fullest extent permitted by applicable law, the Purchaser shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the Originator’s signature.  A reproduction of this Agreement or any financing statement shall be sufficient as a financing statement.

(d)                                  It is the express intent of the Originator and the Purchaser that any conveyance of Receivables by the Originator to the Purchaser pursuant to this Agreement be construed as a sale of such Receivables by the Originator to the Purchaser.  Further, it is not the intention of the Originator and the Purchaser that such conveyance be deemed a grant of a security interest in any

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Receivables by the Originator to the Purchaser to secure a debt or other obligation of the Originator.  However, in case that, notwithstanding the intent of the parties, any Receivables conveyed hereunder are construed to constitute property of the Originator, then (i) this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning of the Relevant UCC; and (ii) the conveyance by the Originator provided for in this Agreement shall be deemed to be, and the Originator hereby grants to the Purchaser, a security interest in, to and under all of the Originator’s right, title and interest in, to and under all Receivables and the Related Security, Collections and the proceeds thereof conveyed by the Originator to the Purchaser, to secure the rights of the Purchaser set forth in this Agreement or as may be determined in connection therewith by applicable law (collectively, the “ Secured Obligations ”).  The Originator and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in, and not a sale of, Receivables, such security interest would be deemed to be a perfected security interest in favor of the Purchaser under applicable law and will be maintained as such throughout the term of this Agreement.

Section 2.2                                    Servicing of Receivables .

The servicing, administering and collection of the Receivables and Related Security, Collections and proceeds thereof conveyed hereunder shall be conducted by the Servicer as set forth and in accordance with the Transfer Agreement.  The Purchaser hereby appoints the Servicer as its agent to enforce the Purchaser’s rights and interests in, to and under the Receivables, the Related Security, Collections and proceeds with respect thereto.

Article III

Consideration and Payment; Receivables

Section 3.1                                    Conveyance Amount .

(a)                                   The consideration for any Receivable and the Related Security, Collections and proceeds thereof conveyed, transferred and assigned to the Purchaser by the Originator under this Agreement shall be a dollar amount equal to the product of (i) the aggregate Unpaid Balance of the Receivables sold pursuant to such conveyance, and (ii) the Discount Purchase Percentage at such time (the “ Conveyance Amount ”).

Section 3.2                                    Payment of Conveyance Amount .

                                                The Conveyance Amount for any Receivables and related property conveyed hereunder shall be paid in the following manner:  (i) by payment of cash in immediately available funds, or (ii) if Purchaser does not have sufficient cash to pay the Conveyance Amount owed to the Originator, by means of an intercompany loan or a capital contribution contributed by the Originator to Purchaser or any combination of the foregoing, as determined by the Originator and the Purchaser at such time.

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Section 3.3                                    Settlement .

(a)                                   Dilutions .  If on any day any Receivable becomes subject to any Dilution, the Originator 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.

(b)                                  Payment of Deemed Collections .  Not later than the Business Day immediately following the date on which the Originator is deemed to have received a Collection under this Section 3.3 , the Originator shall pay such amount of Deemed Collections to the Purchaser (i) prior to the Termination Date, in the following order: (a) first, by a reduction in Conveyance Amount paid by the Purchaser for new Receivables on such day, (b) second, by a reduction of any outstanding intercompany loans, such reduction to occur once per month, and (c) third, by a cash payment in immediately available funds (or any combination of the foregoing as reasonably determined by the Originator and the Purchaser at such time); and (ii) following the Termination Date, by a cash payment, in immediately available funds.

Article IV

Representations and Warranties

Section 4.1                                    Originators’ Representations and Warranties .

The Originator represents and warrants to the Purchaser, the Agent, the Class Agents and the Investors, as to itself, that, on the Closing Date and on each date that Receivables are transferred by it pursuant to Section 2.1 :

(a)                                   Corporate Existence and Power .  It (i) is a corporation duly organized, validly existing and in good standing under the laws of Illinois, which 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 duly qualified to do business and is in good standing in every other 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 corporate powers, (ii) have been duly authorized by all necessary corporate and shareholder 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 of the Transfer Agreement, 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 articles of incorporation  or bylaws, (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

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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 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 .  It is the owner of all of the Receivables and the other Affected Assets, free and clear of all Adverse Claims (other than any Adverse Claim arising hereunder) and upon the making of the initial sale to the Purchaser 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 Purchaser in the Asset Interest against all creditors of and purchasers from the Originator will have been duly filed in each filing 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 to the Purchaser, any Investor, any Class Agent or the Agent for purposes of or in connection with this Agreement or any Transaction Document or any transaction contemplated thereby, taken as a whole, is, and all such information hereafter furnished by it to the Purchaser, 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 contains 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 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 clauses (i) and (ii), for taxes which are being contested in good faith and for which appropriate reserves are maintained in accordance with GAAP.

(g)                                  Action, Suits .  It is 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 on 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, individually or in the aggregate, have a Material Adverse Effect on the Originator.

(h)                                  Use of Proceeds .  No proceeds of any sale hereunder 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.

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(i)                                      Name, Jurisdiction of Formation, Type of Entity, Principal Place of Business; Chief Executive Office; Location of Records .  Its name (as indicated on the public record of its jurisdiction of formation), jurisdiction of formation, type of entity, principal place of business (currently and for the five (5) year period ending on the Closing Date), chief executive office (currently and for the five (5) year period ending on the Closing Date) and the offices where it keeps all its Records, are set forth on Schedule 4.1(i) .

(j)                                      Subsidiaries; Tradenames, Etc .  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 lists the correct Federal Employer Identification Number of the Originator.

(k)                                   Good Title .  Upon each sale, assignment and transfer of Receivables and the Related Security, Collections and the proceeds thereof by the Originator to the Purchaser hereunder, the Purchaser shall acquire a valid and enforceable perfected first priority ownership interest in each Receivable