Common use of Dear Ladies and Gentlemen Clause in Contracts

Dear Ladies and Gentlemen. As a Lender party to the Credit Agreement, we have agreed with the Company pursuant to Section 12.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non-public information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in said Section 12.12, we are permitted to provide you, as a prospective [holder of a participation in the Loans (as defined in the Credit Agreement)] [assignee Lender], with certain of such non-public information subject to the execution and delivery by you, prior to receiving such non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representatives) that (A) such information will not be used by you except in connection with the proposed [participation][assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound practices, to keep such information confidential, provided that nothing herein shall limit the disclosure of any such information (i) to the extent required by statute, rule, regulation or judicial process, (ii) to your counsel or to counsel for any of the Lenders or the Agent, (iii) to regulatory personnel, auditors or accountants, (iv) to the Agent or any other Lender (or to Chase Securities, Inc.), (v) in connection with any litigation related to the Acquisition or the transactions contemplated by the Credit Agreement or the other Basic Documents to which you or any one or more of the Lenders or the Agent is a party, or (vi) to a subsidiary or affiliate of yours as provided in Section 12.12(a) of the Credit Agreement; and provided that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LXXXXX] By_________________________ The foregoing is agreed to as of the date of this letter. [INSERT NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By_________________________ EXHIBIT H [Form of Notice of Assignment] NOTICE OF ASSIGNMENT [Date] United Stationers Supply Co. 2000 Xxxx Xxxx Xxxx Xxx Xxxxxxx, XX 00000-0000 The Chase Manhattan Bank, as Agent 4 Chase Metrotech Center -- 13th Floor Brooklyn, New York 11245 Attention: New York Agency [Name of Issuing Bank] _________________________ _________________________ Attention: _____________ Re: Credit Agreement dated as of March 30, 1995 (the "Credit Agreement" as amended and restated as of October 31, 1996), among United Stationers Supply Co., as successor by merger to Associated Stationers, Inc. (the "Company"), United Stationers Inc., as successor by merger to Associated Holdings, Inc., as parent guarantor, the lenders named therein and The Chase Manhattan Bank, as Agent.

Dear Ladies and Gentlemen. As a Lender party to the Credit Agreement, we have agreed with the Company Borrower pursuant to Section 12.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non-public information identified by the Company Borrower as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in said Section 12.12, we are permitted to provide you, as a prospective [holder of a participation in the Loans (as defined in the Credit Agreement)] [assignee Lender], with certain of such non-public information subject to the execution and delivery by you, prior to receiving such non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representativesrepresentatives and for the benefit of us and each Obligor) that (A) such information will not be used by you except in connection with the proposed [participation][assignmentparticipation] [assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided PROVIDED that nothing herein shall limit the disclosure of any such information (i) after such information shall have become public (other than through a violation of Section 12.12 of the Credit Agreement), (ii) to the GUARANTEE ASSUMPTION AGREEMENT extent required by statute, rule, regulation or judicial process, (iiiii) to your counsel or to counsel for any of the Lenders or the Administrative Agent, (iiiiv) to bank examiners (or any other regulatory personnelauthority having jurisdiction over you or any Lender or the Administrative Agent), or to auditors or accountants, (ivv) to the Administrative Agent or any other Lender (or to Chase Securities, Inc.), (vvi) in connection with any litigation related to the Acquisition or the transactions contemplated by the Credit Agreement or the other Basic Documents to which you or any one or more of the Lenders or the Administrative Agent is are a party, or in connection with the enforcement of rights or remedies under the Credit Agreement or under any other Loan Document, (vivii) to a subsidiary or affiliate of yours as provided in Section 12.12(a) of the Credit AgreementAgreement or (viii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in the form hereof; and provided PROVIDED, FURTHER, that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. If you are a prospective assignee, your obligations under this Confidentiality Agreement shall be superseded by Section 12.12 of the Credit Agreement on the date upon which you become a Lender under the Credit Agreement pursuant to Section 12.06(b) thereof. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LXXXXXLENDER] By_________________________ The foregoing is agreed to as of the date of this letter. [INSERT NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By_________________________ CONFIDENTIALITY AGREEMENT EXHIBIT H G [Form of Notice of Assignment] NOTICE OF ASSIGNMENT [Date] United Stationers Supply Co. 2000 Xxxx Xxxx Xxxx Xxx Xxxxxxx, XX 00000-0000 The Chase Manhattan Bank, as Agent 4 Chase Metrotech Center -- 13th Floor Brooklyn, New York 11245 Attention: New York Agency [Name of Issuing Bank] _________________________ _________________________ Attention: _____________ Re: Credit Agreement dated as of March 30, 1995 (the "Credit Agreement" as amended Assignment and restated as of October 31, 1996), among United Stationers Supply Co., as successor by merger to Associated Stationers, Inc. (the "Company"), United Stationers Inc., as successor by merger to Associated Holdings, Inc., as parent guarantor, the lenders named therein and The Chase Manhattan Bank, as Agent.Acceptance]

Dear Ladies and Gentlemen. As a Lender party to the Credit Agreement, we have agreed with the Company pursuant to Section 12.12 10.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non-public information identified by the Company Company, any Subsidiary or any of their respective agents as being confidential at the time the same is delivered to us pursuant to the Credit Agreement, including a Confidential Information Memorandum relating to the Company (collectively, the "Information"). As provided in said Section 12.1210.12, we are permitted to provide you, as a prospective [holder of a participation in the Loans and/or the Letters of Credit (as each such term is defined in the Credit Agreement)] [assignee Lender], with certain of such non-public information the Information subject to the execution and delivery by you, prior to receiving such non-public informationthe Information, of a Confidentiality Agreement in this form. Such information The Information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree for the benefit of the Company and us to keep confidential, and to not publish, disclose or otherwise divulge, the Information (on behalf of yourself and each of to cause your affiliatesofficers, directors, employees, agents and representatives to keep confidential, and to not publish, disclose or otherwise divulge, the Information) and, at the Company's request (except as provided below), promptly to return to the Company or destroy the Information and all copies thereof, extracts therefrom and analyses or other materials based thereon, except that you shall be permitted to disclose Information (i) to such of your officers, employees directors, employees, agents and representatives) that (A) representatives as need to know such information will not be used by you except Information in connection with the proposed [participation][assignmentparticipation] [assignment] mentioned above and above; (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound practices, to keep such information confidential, provided that nothing herein shall limit the disclosure of any such information (iii) to the extent required by statute, rule, regulation applicable laws or judicial regulations or by any subpoena or similar legal process, or requested by any bank regulatory authority, provided that, unless specifically prohibited by applicable law or court order, you agree, prior to disclosure thereof, to notify the Company of any request for disclosure of any Information (iiA) by any Governmental Authority or representative thereof (other than any such request in connection with an examination of your financial condition by a Governmental Authority) or (B) pursuant to your counsel or to counsel for any of the Lenders or the Agent, legal process; (iii) to regulatory personnelthe extent such Information (A) becomes publicly available other than as a result of a breach of this Confidentiality Agreement, auditors (B) becomes available to you on a non-confidential basis from a source other than the Administrative Agent, any Issuing Lender, any Lender or accountants, us (C) was available to you on a non-confidential basis prior to its disclosure to you by us; (iv) to the Agent extent the Company shall have consented to such disclosure in writing; or any other Lender (or v) pursuant to Chase Securities, Inc.the immediately succeeding paragraph of this Confidentiality Agreement. You further agree that you will use the Information (except to the extent the conditions referred to in subclauses (A), (vB) and (C) of clause (iii) above have been met and as otherwise provided in connection with any litigation related this paragraph) only to evaluate the proposed [participation] [assignment] in respect of the Credit Agreement. Notwithstanding anything to the Acquisition or contrary contained above, if you become [a holder of a participation in the transactions contemplated by Loans and/or Letters of Credit under the Credit Agreement or Agreement, you will be entitled (subject to the other Basic Documents to which you or any one or more of the Lenders or the Agent is a party, or (virequirements hereof) to a subsidiary or affiliate of yours as provided retain all Information and to use it in monitoring and servicing such participation and in exercising your rights with respect thereto] [an assignee Lender pursuant to Section 12.12(a10.04(b) of the Credit Agreement; , you will be able to retain all Information pursuant and provided that in no event subject to Section 10.12 of the Credit Agreement, which shall you be obligated to return any materials furnished to you pursuant to supersede your obligations under this Confidentiality AgreementAgreement on the date upon which you become such a Lender]. This Agreement shall be governed by the laws of the State of New York. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LXXXXXLENDER] By_________________________ : ---------------------------------------- Name: Title: The foregoing is agreed to as of the date of this letter. [INSERT NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By: ------------------------------- Name: Title: EXHIBIT G [Form of Subsidiary Borrower Designation Letter] SUBSIDIARY BORROWER DESIGNATION LETTER [Date] To: JPMorgan Chase Bank, as Administrative Agent Attention: [__________] Re: Credit Agreement dated as of [_______________ EXHIBIT H [Form of Notice of Assignment] NOTICE OF ASSIGNMENT [Date] United Stationers Supply Co. 2000 Xxxx Xxxx Xxxx Xxx Xxxxxxx], XX 00000-0000 The Chase Manhattan Bank2002 (as modified and supplemented and in effect from time to time, as Agent 4 Chase Metrotech Center -- 13th Floor Brooklyn, New York 11245 Attention: New York Agency [Name of Issuing Bank] _________________________ _________________________ Attention: _____________ Re: Credit Agreement dated as of March 30, 1995 (the "Credit Agreement" as amended and restated as of October 31, 1996"), among United Stationers Supply Co., as successor by merger to Associated Stationers, Inc. between Bowater Incorporated (the "Company"), United Stationers Inc., as successor by merger to Associated Holdings, Inc., as parent guarantorthe Subsidiary Borrowers party thereto, the lenders named therein party thereto and The JPMorgan Chase Manhattan Bank, as Administrative Agent.. Dear Ladies and Gentlemen:

Dear Ladies and Gentlemen. As a Lender party to the Credit Agreement, we have agreed with the Company pursuant to Section 12.12 11.11 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non-public information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in said Section 12.1211.11, we are permitted to provide you, as a prospective [holder of a participation in the Loans (as defined in the Credit Agreement)] [assignee Lender], with certain of such non-public information subject to the execution and delivery by you, prior to receiving such non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representativesrepresentatives and for the benefit of us and the Company) that (A) such information will not be used by you except in connection with the proposed [participation][assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided PROVIDED that nothing herein shall limit the disclosure of any such information (i) after such information shall have become public (other than through a violation of Section 11.11 of the Credit Agreement), (ii) to the extent required by statute, rule, regulation or judicial process, (iiiii) to your counsel or to counsel for any of the Lenders or the Administrative Agent, (iiiiv) to bank examiners (or any other regulatory personnelauthority having jurisdiction over any Lender or the Administrative Agent), or to auditors or accountants, (ivv) to the Administrative Agent or any other Lender (or to Chase Securities, Securities Inc.), (vvi) in connection with any litigation related to the Acquisition or the transactions contemplated by the Credit Agreement or the other Basic Documents to which you or any one or more of the Lenders or the Administrative Agent is are a party, or in connection with the enforcement of rights or remedies under the Credit Agreement or under any other Credit Document, (vivii) to a subsidiary or affiliate of yours as provided in Section 12.12(a11.11(a) of the Credit AgreementAgreement or (viii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in the form hereof; and provided PROVIDED, FURTHER, that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. If you are a prospective assignee, your obligations under this Confidentiality Agreement shall be superseded by Section 11.11 of the Credit Agreement on the date upon which you become a Lender under the Credit Agreement pursuant to Section 11.05(b) thereof. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LXXXXXLENDER] By_________________________ The foregoing is agreed to as of the date of this letter. [INSERT NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By_________________________ 112 -103- EXHIBIT H I to the Credit Agreement [Form of Notice Assignment and Acceptance] ASSIGNMENT AND ACCEPTANCE Reference is made to the Credit Agreement, dated as of Assignment] NOTICE OF ASSIGNMENT [Date] United Stationers Supply Co. 2000 Xxxx Xxxx Xxxx Xxx XxxxxxxAugust 16, XX 00000-0000 1996 (as modified and supplemented and in effect from time to time, the "CREDIT AGREEMENT"), between SAF Funding Corporation, a Delaware, the lenders named therein, and The Chase Manhattan Bank, as Agent 4 Chase Metrotech Center -- 13th Floor Brooklyn, New York 11245 Attention: New York Agency [Name of Issuing Bank] _____administrative agent for such lenders. Terms defined in the Credit Agreement are used herein as defined therein. ____________________ _____(the "ASSIGNOR") and ____________________ Attention: _____________ Re: Credit Agreement dated as of March 30, 1995 (the "Credit Agreement" ASSIGNEE") agree as amended and restated as of October 31, 1996), among United Stationers Supply Co., as successor by merger to Associated Stationers, Inc. (the "Company"), United Stationers Inc., as successor by merger to Associated Holdings, Inc., as parent guarantor, the lenders named therein and The Chase Manhattan Bank, as Agent.follows:

Dear Ladies and Gentlemen. As a Lender party to the Credit Agreement, we have agreed with the Company pursuant to Section 12.12 11.13 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non-public information identified by the Company as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in said Section 12.1211.13, we are permitted to provide you, as a prospective [holder of a participation in the Loans (as defined in the Credit Agreement)] [assignee Lender], with certain of such non-public information subject to the execution and delivery by you, prior to receiving such non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representativesrepresentatives and for the benefit of us and the Company) that (A) such information will not be used by you except in connection with the proposed [participation][assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided that nothing herein shall limit the disclosure of any such information (i) after such information shall have become public (other than through a violation of Section 11.13 of the Credit Agreement), (ii) to the extent required by statute, rule, regulation or judicial process, (iiiii) to your counsel or to counsel for any of the Lenders or the Administrative Agent, provided that such counsel is advised of the confidential nature of such information, (iiiiv) to bank examiners (or any other regulatory personnelauthority having jurisdiction over any Lender or the Administrative Agent), or to auditors or accountants, (ivv) to the Administrative Agent or any other Lender (or to Chase Securities, Securities Inc.), (vvi) in connection with any litigation related to the Acquisition or the transactions contemplated by the Credit Agreement or the other Basic Documents to which you or any one or more of the Lenders or the Administrative Agent is are a party, or in connection with the enforcement of rights or remedies under the Credit Agreement, (vivii) to a subsidiary or affiliate of yours as provided in Section 12.12(a11.13(a) of the Credit AgreementAgreement or (viii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in the form hereof; and provided provided, further, that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. If you are a prospective assignee, your obligations under this Confidentiality Agreement shall be superseded by Section 11.13 of the Credit Agreement on the date upon which you become a Lender under the Credit Agreement pursuant to Section 11.06(b) thereof. Please indicate your agreement to the foregoing by signing as provided below the enclosed copy of this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LXXXXXLENDER] By_________________________ The foregoing is agreed to as of the date of this letter. [INSERT NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By_________________________ EXHIBIT H D [Form of Notice Assignment and Acceptance] ASSIGNMENT AND ACCEPTANCE Reference is made to the Credit Agreement, dated as of Assignment] NOTICE OF ASSIGNMENT [Date] United Stationers Supply Co. 2000 Xxxx Xxxx Xxxx Xxx XxxxxxxMay 29, XX 00000-0000 1998 (as modified and supplemented and in effect from time to time, the "Credit Agreement"), between Allmerica Financial Corporation, a Delaware corporation, the lenders named therein, and The Chase Manhattan Bank, as Agent 4 Chase Metrotech Center -- 13th Floor Brooklyn, New York 11245 Attention: New York Agency [Name of Issuing Bank] _____administrative agent for such lenders. Terms defined in the Credit Agreement are used herein as defined therein. ____________________ _____(the "Assignor") and ____________________ Attention: _____________ Re: Credit Agreement dated as of March 30, 1995 (the "Credit Agreement" Assignee") agree as amended and restated as of October 31, 1996), among United Stationers Supply Co., as successor by merger to Associated Stationers, Inc. (the "Company"), United Stationers Inc., as successor by merger to Associated Holdings, Inc., as parent guarantor, the lenders named therein and The Chase Manhattan Bank, as Agent.follows:

Dear Ladies and Gentlemen. As a Lender party to the Credit Agreement, we have agreed with the Company Borrower pursuant to Section 12.12 of the Credit Agreement to use reasonable precautions to keep confidential, except as otherwise provided therein, all non-public information identified by the Company Borrower as being confidential at the time the same is delivered to us pursuant to the Credit Agreement. As provided in said Section 12.12, we are permitted to provide you, as a prospective [holder of a participation in the Loans (as defined in the Credit Agreement)] [assignee Lender], with certain of such non-public information subject to the execution and delivery by you, prior to receiving such non-public information, of a Confidentiality Agreement in this form. Such information will not be made available to you until your execution and return to us of this Confidentiality Agreement. Accordingly, in consideration of the foregoing, you agree (on behalf of yourself and each of your affiliates, directors, officers, employees and representativesrepresentatives and for the benefit of us and each Obligor) that (A) such information will not be used by you except in connection with the proposed [participation][assignmentparticipation] [assignment] mentioned above and (B) you shall use reasonable precautions, in accordance with your customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep such information confidential, provided PROVIDED that nothing herein shall limit the disclosure of any such information (i) after such information shall have become public (other than through a CONFIDENTIALITY AGREEMENT violation of Section 12.12 of the Credit Agreement), (ii) to the extent required by statute, rule, regulation or judicial process, (iiiii) to your counsel or to counsel for any of the Lenders or the Administrative Agent, (iiiiv) to bank examiners (or any other regulatory personnelauthority having jurisdiction over you or any Lender or the Administrative Agent), or to auditors or accountants, (ivv) to the Administrative Agent or any other Lender (or to Chase Securities, Inc.), (vvi) in connection with any litigation related to the Acquisition or the transactions contemplated by the Credit Agreement or the other Basic Documents to which you or any one or more of the Lenders or the Administrative Agent is are a party, or in connection with the enforcement of rights or remedies under the Credit Agreement or under any other Loan Document, (vivii) to a subsidiary or affiliate of yours as provided in Section 12.12(a) of the Credit AgreementAgreement or (viii) to any assignee or participant (or prospective assignee or participant) so long as such assignee or participant (or prospective assignee or participant) first executes and delivers to you a Confidentiality Agreement substantially in the form hereof; and provided PROVIDED, FURTHER, that in no event shall you be obligated to return any materials furnished to you pursuant to this Confidentiality Agreement. Please indicate If you are a prospective assignee, your agreement to the foregoing by signing as provided below the enclosed copy of obligations under this Confidentiality Agreement and returning the same to us. Very truly yours, [INSERT NAME OF LXXXXX] By_________________________ The foregoing is agreed to as shall be superseded by Section 12.12 of the date of this letter. [INSERT NAME OF PROSPECTIVE PARTICIPANT OR ASSIGNEE] By_________________________ EXHIBIT H [Form of Notice of Assignment] NOTICE OF ASSIGNMENT [Date] United Stationers Supply Co. 2000 Xxxx Xxxx Xxxx Xxx Xxxxxxx, XX 00000-0000 The Chase Manhattan Bank, as Agent 4 Chase Metrotech Center -- 13th Floor Brooklyn, New York 11245 Attention: New York Agency [Name of Issuing Bank] _________________________ _________________________ Attention: _____________ Re: Credit Agreement dated as of March 30, 1995 (on the "date upon which you become a Lender under the Credit Agreement" as amended and restated as of October 31, 1996), among United Stationers Supply Co., as successor by merger Agreement pursuant to Associated Stationers, Inc. (the "Company"), United Stationers Inc., as successor by merger to Associated Holdings, Inc., as parent guarantor, the lenders named therein and The Chase Manhattan Bank, as AgentSection 12.06(b) thereof.