EXHIBIT 4.4
================================================================================
UNITED STATIONERS SUPPLY CO.,
as Issuer
UNITED STATIONERS INC.,
as Guarantor
AND
THE BANK OF NEW YORK,
as Trustee
------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of July 28, 1995
to
Indenture
Dated as of May 3, 1995
-------------------------
$150,000,000
12 3/4% Senior Subordinated Notes
due 2005
================================================================================
FIRST SUPPLEMENTAL INDENTURE dated as of July 28, 1995, among UNITED
STATIONERS SUPPLY CO., an Illinois corporation (the "Company"), UNITED
-------
STATIONERS INC., a Delaware corporation ("United"), and THE BANK OF NEW YORK, as
------
Trustee (the "Trustee").
-------
WHEREAS, the Company and United have heretofore executed and delivered
to the Trustee an Indenture dated as of May 3, 1995 (the "Indenture") providing
---------
for the issuance of $150,000,000 aggregate principal amount of the Company's 12-
3/4% Senior Subordinated Notes due 2005 (the "Securities");
----------
WHEREAS, the Company, United and the Trustee desire by this First
Supplemental Indenture, pursuant to and as contemplated by Section 901(6) of the
Indenture, to amend certain provisions therein;
WHEREAS, the execution and delivery of this First Supplemental
Indenture has been authorized by resolutions of the Boards of Directors of the
Company and United; and
WHEREAS, all conditions and requirements necessary to make this First
Supplemental Indenture a valid, binding and legal instrument in accordance with
its terms have been performed and fulfilled by the parties hereto and the
execution and delivery thereof have been in all respects duly authorized by the
parties hereto.
NOW, THEREFORE, in consideration of the above premises, each party
agrees, for the benefit of the others and for the equal and ratable benefit of
the Holders of the Securities, as follows:
ARTICLE ONE
AMENDMENTS
Section 101. Amendments. Section 1012(b)(ix) of the Indenture is
----------
hereby amended and restated in its entirety to read as follows:
"(ix) the payment of dividends or the making of distributions to
United, within 90 days of the Closing Date, to the extent that United,
within such 90 days, uses such dividends and distributions to redeem or
repurchase all or any portion of United's Series B Preferred Stock that is
outstanding on the Closing Date
2
(plus any shares of Series B Preferred Stock issued as dividends or accrued
and unpaid dividends on such outstanding shares after the Closing Date and
prior to such redemption or repurchase); and the purchase by the Company of
all or any portion of United's Series B Preferred Stock that is outstanding
on the Closing Date (plus any shares of Series B Preferred Stock issued as
dividends or accrued and unpaid dividends on such outstanding shares after
the Closing Date and prior to such purchase), within 90 days of the Closing
Date; provided that the aggregate amount of all such payments by the
--------
Company under this clause (ix) shall not exceed $7.0 million."
ARTICLE TWO
MISCELLANEOUS PROVISIONS
Section 201. Terms Defined. For all purposes of this First
-------------
Supplemental Indenture, except as otherwise defined or unless the context
otherwise requires, terms used in capitalized form in this First Supplemental
Indenture and defined in the Indenture have the meanings specified in the
Indenture.
Section 202. Indenture. Except as amended hereby, the Indenture and
---------
the Securities are in all respects ratified and confirmed and all the terms
shall remain in full force and effect.
Section 203. Governing Law. This First Supplemental Indenture shall
-------------
be governed by and construed in accordance with the law of the State of New York
applicable to contracts to be performed entirely in that State.
Section 204. Successors. All agreements of the Company and United
----------
in this First Supplemental Indenture and the Securities shall bind their
successors. All agreements of the Trustee in this First Supplemental Indenture
shall bind its successors.
Section 205. Multiple Counterparts. The parties may sign multiple
---------------------
counterparts of this First Supplemental Indenture. Each signed counterpart
shall be deemed an original, but all of them together represent the same
agreement.
3
Section 206. Trustee Disclaimer. The Trustee accepts the amendment
------------------
of the Indenture effected by this First Supplemental Indenture and agrees to
execute the trust created by the Indenture as hereby amended, but only upon the
terms and conditions set forth in the Indenture, including the terms and
provisions defining and limiting the liabilities and responsibilities of the
Trustee, which terms and provisions shall in like manner define and limit its
liabilities and responsibilities in the performance of the trust created by the
Indenture as hereby amended, and without limiting the generality of the
foregoing, the Trustee shall not be responsible in any manner whatsoever for or
with respect to any of the recitals or statements contained herein, all of which
recitals or statements are made solely by the Company and United, or for or with
respect to (i) the validity or sufficiency of this First Supplemental Indenture
or any of the terms or provisions hereof, (ii) the proper authorization hereof
by the Company and United by corporate action or otherwise, (iii) the due
execution hereof by the Company and United or (iv) the consequences (direct or
indirect and whether deliberate or inadvertent) of any amendment herein provided
for, and the Trustee makes no representation with respect to any such matters.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
4
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
UNITED STATIONERS SUPPLY CO.,
as Issuer
By: /s/ Daniel H. Bushell
----------------------------
Title: Executive Vice
President - Chief
Financial Officer
Attest: /s/ James A. Pribel
----------------------------
Title: JAMES A. PRIBEL
TREASURER
UNITED STATIONERS INC.,
as Guarantor
By: /s/ Daniel H. Bushell
----------------------------
Title: Executive Vice
President - Chief
Financial Officer
Attest: /s/ James A. Pribel
----------------------------
Title: JAMES A. PRIBEL
TREASURER
THE BANK OF NEW YORK,
as Trustee
By: /s/ Mary La Gumina
----------------------------
Title: MARY LA GUMINA
ASSISTANT VICE PRESIDENT
Attest: /s/ Stephen J. Giurlando
----------------------------
Title: STEPHEN J. GIURLANDO
ASSISTANT VICE PRESIDENT