AMENDMENT NO. 4 TO WARRANT AGREEMENT, effective as of July 7, 1997
(this "AMENDMENT"), among Chase Manhattan Investment Holdings, L.P. (as
successor-in-interest to Chase Manhattan Investment Holdings, Inc.), Xxxxxxx
Partners, L.P., a Delaware limited partnership ("WPLP"), Xxxxxxx Partners II,
L.P., a Delaware limited partnership ("WPLP II"), Xxxxxxx Affiliates, L.P., a
Delaware limited partnership ("XXXX"), Xxxxxxx Affiliates II, L.P., a Delaware
limited partnership ("XXXX II"), and Xxxxxx X. Good, an individual ("GOOD")
(each of WPLP, WPLP II, XXXX, XXXX II and Good as successors-in-interest to
Whirlpool Financial Corporation), The Long-Term Credit Bank of Japan, Ltd.,
Chicago Branch, and Arab Banking Corporation (B.S.C.), (collectively, the
"HOLDERS"), United Stationers Inc. (as successor-in-interest to Associated
Holdings, Inc.) (the "ISSUER"), and, for certain purposes, United Stationers
Supply Co. (as successor-in-interest to Associated Stationers, Inc.) (the
"OPERATING COMPANY").
WHEREAS, the Issuer and the Holders desire to amend the Warrant
Agreement, dated as of January 31, 1992, among the Issuer, the Holders, and the
Operating Company (as heretofore amended, the "WARRANT AGREEMENT"); and
WHEREAS, in connection with such amendment, the Issuer desires to
issue Additional Warrants (as hereinafter defined) to the Holders as
satisfaction in full of any and all obligations through the date hereof under
Section 11 of the Warrant Agreement and Section 4 of the Warrants;
NOW THEREFORE, in consideration of the premises and the mutual
agreements, representations and warranties contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINITIONS. Terms used but not defined herein shall have
the respective meanings assigned to such terms in the Warrant Agreement as
amended hereby.
SECTION 2. AMENDMENTS. The Warrant Agreement shall be amended as
follows:
2.1 The definition of "Participating Securities" in Section 1 of
the Warrant Agreement shall be amended by inserting "other than Common
Stock" after the word "security" in first line thereof.
2.2 Section 11 of the Warrant Agreement shall be deleted in its
entirety and replaced with the words "Intentionally Omitted."
2.3 Section 13.14 of the Warrant Agreement shall be amended and
restated in its entirety as follows:
"13.14. COVENANT OF XXXXXXX AND CUMBERLAND. None of Xxxxxxx,
Cumberland or any transferee of the Employee Shares shall transfer or
sell the Employee Shares to any Person other than a management
employee of the Operating Company or any individual retirement account
of any such management employee."
SECTION 3. ISSUANCE OF ADDITIONAL WARRANTS.
3.1 The Issuer hereby agrees to issue to the Holders additional
Warrants (collectively, the "ADDITIONAL WARRANTS") exercisable for the
number of shares of Common Stock set forth on EXHIBIT A hereto.
3.2 Each of the Holders hereby acknowledges and agrees that the
delivery of the Additional Warrants by the Issuer pursuant to this
Amendment constitutes satisfaction in full through the date hereof of any
and all obligations under Section 11 of the Warrant Agreement and under
Section 4 of such Holder's Warrant.
3.3 Each of the Holders hereby further acknowledges and agrees
that the issuance of the Additional Warrants does not give rise to any
adjustment of such Holder's Warrants under Section 4 thereof.
SECTION 4. REPRESENTATION AND WARRANTIES OF THE ISSUER. The Issuer
represents and warrants to the Holders as follows:
4.1 NO BREACH. The execution, delivery and performance of this
Amendment by the Issuer and the Operating Company, including the issuance
of the Additional Warrants, and the consummation by the Issuer and the
Operating Company of the transactions contemplated hereby and thereby will
not (a) violate the certificate of incorporation or by-laws of the Issuer
or the Operating Company, (b) violate any loan or credit agreement to which
the Issuer or the Operating Company is a party or is bound, or result in a
breach of or default under any other instrument or agreement to which the
Issuer or the Operating Company is a party or is bound in a way that could
reasonably be expected to have a material adverse effect on (i) the
property, business, operations, financial condition, prospects,
liabilities, or capitalization of the Issuer and the Subsidiaries taken as
a whole, (ii) the ability of either the Issuer or the Operating Company to
perform its obligations under this Amendment, the Warrant Agreement, as
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amended hereby, the Warrants, or the Registration Rights Agreement, or
(iii) the validity or enforceability of this Amendment, the Warrant
Agreement, as amended hereby, the Warrants, or the Registration Rights
Agreement, or (iv) the rights and remedies of the Holders under the Warrant
Agreement, as amended hereby, the Warrants, or the Registration Rights
Agreement, (c) violate any judgment, order, injunction, decree, or award
against or binding upon the Issuer or the Operating Company, (d) result in
the creation of any material lien upon any of the properties or assets of
the Issuer or the Operating Company, or (e) violate any law, rule or
regulation relating to the Issuer or the Operating Company; PROVIDED, that
as used in this Section 4.1, references to the Warrants and the Warrant
Agreement shall be deemed to include all amendments to the date hereof.
4.2 CORPORATE ACTION. Each of the Issuer and the Operating
Company has all necessary corporate power and authority to execute,
deliver, and perform its respective obligations under this Amendment and
the Additional Warrants; the execution, delivery and performance by the
Issuer and the Operating Company of this Amendment and the Additional
Warrants have been duly authorized by all necessary corporate action
(including all stockholder action to the extent necessary) on the part of
the Issuer and the Operating Company, respectively; and this Amendment and
the Additional Warrants have been duly executed and delivered by the Issuer
and the Operating Company and constitute the legal, valid, and binding
obligations of the Issuer and the Operating Company, enforceable against
the Issuer and the Operating Company in accordance with their terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and similar laws affecting the rights of
creditors generally as applicable to the Issuer, or in the case of the
Operating Company, as applicable to it, and by general equitable principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
4.3 PRIOR REPRESENTATIONS AND WARRANTIES. After giving effect
to this Amendment, (i) each of the Issuer and the Operating Company is in
compliance with its respective obligations under the Warrant Agreement and
the Registration Rights Agreement and (ii) except for the representations
made by the Issuer in Section 3.07 of the Warrant Agreement, all
representations and warranties made by the Issuer in Section 3 of the
Warrant Agreement are true and correct on and as of the date hereof with
the same force and effect as if made on and as of such date (or, if any
such
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representation or warranty is expressly stated to have been made as of a
specific date, as of such specific date).
SECTION 5. REPRESENTATION AND WARRANTIES OF HOLDERS. Each Holder
severally represents and warrants that the aggregate number of shares of Common
Stock into which the Warrants (including, without limitation, Additional
Warrants as set forth on EXHIBIT A hereto) held by such Holder are exercisable
set forth next to such Holder's signature hereto is correct as of 12:01 A.M. New
York City time on July 7, 1997, and such Holder had not sold or otherwise
transferred any Warrants representing the right to purchase such number of
shares as of such date and time.
SECTION 6. AGREEMENT OF OPERATING COMPANY. The Operating Company
hereby ratifies and confirms all of its obligations under, and remakes as of the
date hereof all guaranties and waivers contained in, Section 7.03 of the Warrant
Agreement.
SECTION 7. DOCUMENTS OTHERWISE UNCHANGED. Except as herein provided,
the Warrant Agreement shall remain unchanged and in full force and effect, and
each reference to the "Warrant Agreement" and words of similar import in the
Warrant Agreement, as amended hereby, and in the Registration Rights Agreement
shall be a reference to the Warrant Agreement, as heretofore amended and as
amended hereby, and as the same may be further amended, supplemented, and
otherwise modified and in effect from time to time. Each reference to "Warrant"
or "Warrants" in the Warrant Agreement, as amended hereby, this Amendment or the
Registration Rights Agreement shall be deemed to include the Additional
Warrants.
SECTION 8. COUNTERPARTS. This Amendment may be executed in any
number of counterparts, each of which shall be identical and all of which, when
taken together, shall constitute one and the same instrument, and any of the
parties hereto may execute this Amendment by signing any such counterpart.
SECTION 9. EXPENSES. Without limiting its obligations under Section
13.04 of the Warrant Agreement, the Issuer agrees to pay, on demand, all
reasonable out-of-pocket costs and expenses of the Holders (including the
reasonable fees and disbursements of Milbank, Tweed, Xxxxxx & XxXxxx, special
New York counsel to Chase Manhattan Investment Holdings, L.P., as agent for
certain Holders) incurred in connection with the negotiation, preparation,
execution and delivery of this Amendment.
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SECTION 10. BINDING EFFECT. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
SECTION 11. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
UNITED STATIONERS INC.
By /s/ Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Treasurer
UNITED STATIONERS SUPPLY CO.
By /s/ Xxxxx X. Xxxxxx
------------------------------
Name: Xxxxx X. Xxxxxx
Title: Treasurer
CHASE MANHATTAN INVESTMENT HOLDINGS, L.P. NUMBER OF SHARES OF COMMON
STOCK FOR WHICH WARRANTS
By: CHASE CAPITAL PARTNERS, ARE EXERCISABLE INCLUSIVE
General Partner OF ADDITIONAL WARRANTS:
476,067.28
By /s/ Xxxxxx X. Xxxxx
------------------------------
Name: Xxxxxx X. Xxxxx
Title: Managing Director
and Chief Administrative
Officer
THE LONG-TERM CREDIT BANK OF NUMBER OF SHARES OF COMMON
JAPAN, LTD., CHICAGO BRANCH STOCK FOR WHICH WARRANTS
ARE EXERCISABLE INCLUSIVE
By /s/ Xxxxx X. Xxxxx OF ADDITIONAL WARRANTS:
------------------------------ 173,449.91
Name: Xxxxx X. Xxxxx
Title: Vice President and
Deputy General Manager
ARAB BANKING CORPORATION (B.S.C.) NUMBER OF SHARES OF COMMON
STOCK FOR WHICH WARRANTS
ARE EXERCISABLE INCLUSIVE
By /s/ Xxxxxxx Xxxxxx OF ADDITIONAL WARRANTS:
------------------------------ 115,633.27
Name: Xxxxxxx Xxxxxx
Title: Deputy General
Manager
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NUMBER OF SHARES OF COMMON
STOCK FOR WHICH WARRANTS
/s/ Xxxxxx X. Good ARE EXERCISABLE INCLUSIVE
------------------------------ OF ADDITIONAL WARRANTS:
Xxxxxx X. Good 42,804.38
XXXXXXX PARTNERS, L.P. NUMBER OF SHARES OF COMMON
STOCK FOR WHICH WARRANTS
By: XXXXXXX MANAGEMENT ARE EXERCISABLE INCLUSIVE
COMPANY, L.P., its OF ADDITIONAL WARRANTS:
general partner 171,802.67
By /s/ Xxxxxxxxx X. Xxxx, Xx.
--------------------------------
Name: Xxxxxxxxx X. Xxxx, Xx.
Title: General Partner
XXXXXXX AFFILIATES, L.P. NUMBER OF SHARES OF COMMON
STOCK FOR WHICH WARRANTS
ARE EXERCISABLE INCLUSIVE
By /s/ Xxxxxxxxx X. Xxxx, Xx. OF ADDITIONAL WARRANTS:
-------------------------------- 2,981.85
Name: Xxxxxxxxx X. Xxxx, Xx.
Title: General Partner
XXXXXXX PARTNERS II, L.P. NUMBER OF SHARES OF COMMON
STOCK FOR WHICH WARRANTS
By: XXXXXXX MANAGEMENT ARE EXERCISABLE INCLUSIVE
COMPANY II, L.P., its OF ADDITIONAL WARRANTS:
general partner 240,539.59
By: XXXXXXX MANAGEMENT
LIMITED, L.L.C., its
general partner
By: /s/ Xxxxxxxxx X. Xxxx, Xx.
--------------------------------
Name: Xxxxxxxxx X. Xxxx, Xx.
Title: Principal
XXXXXXX AFFILIATES II, L.P. NUMBER OF SHARES OF COMMON
STOCK FOR WHICH WARRANTS
ARE EXERCISABLE INCLUSIVE
By /s/ Xxxxxxxxx X. Xxxx, Xx. OF ADDITIONAL WARRANTS:
-------------------------------- 4,157.68
Name: Xxxxxxxxx X. Xxxx, Xx.
Title: General Partner
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EXHIBIT A
ADDITIONAL WARRANTS
SHARES OF COMMON
STOCK INTO WHICH
ADDITIONAL WARRANTS
HOLDER: ARE EXERCISABLE:
------ ---------------
Chase Manhattan
Investment Holdings, L.P.. . . . . . . . . . . . 570.60
The Long-Term Credit Bank
of Japan, Ltd., Chicago Branch . . . . . . . . . 207.89
Arab Banking Corporation (B.S.C.). . . . . . . . 138.59
Good, Xxxxxx X.. . . . . . . . . . . . . . . . . 51.30
Xxxxxxx Partners, L.P. . . . . . . . . . . . . . 205.91
Xxxxxxx Affiliates, L.P. . . . . . . . . . . . . 3.57
Xxxxxxx Partners II, L.P.. . . . . . . . . . . . 288.31
Xxxxxxx Affiliates II, L.P.. . . . . . . . . . . 4.98
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