Amendment No. 2 to Credit Agreement dated as of March 31, 2006


    Exhibit
      10.1

    
 

    AMENDMENT
      NO. 2 TO 

    CREDIT
      AGREEMENT

     

    Dated
      as
      of March 31, 2006

     

    AMENDMENT
      NO. 2 TO CREDIT AGREEMENT (this “Amendment”)
      among
ACCO
      Brands Corporation,
      a
      Delaware corporation (the “Company”),
      ACCO
      Nederland Holdings B.V.(as
      successor to Furlon
      Holding B.V.),
      a
      private company with limited liability (besloten
      vennootschap met beperkte aansprakelijkheid)
      organized under the laws of The Netherlands (the “Dutch
      Borrower”),
      ACCO
      Brands
      Europe Ltd.,
      a
      limited company organized under the laws of England and Wales with registered
      number 5532999 (the “U.K.
      Borrower”
and,
      together with the Company and the Dutch Borrower, the “Borrowers”),
      the
      Lenders listed on the signature pages hereto, Citicorp
      North America Inc.,
      as
      administrative agent (the “Administrative
      Agent”).

     

    PRELIMINARY
      STATEMENTS

     

    (1) WHEREAS,
      the Borrowers are parties to a certain Credit Agreement, dated as of August
      17,
      2005 (as amended, amended and restated, supplemented or otherwise modified
      from
      time to time, the “Credit
      Agreement”
(terms
      used herein without definition in this Amendment have the meanings given such
      terms by the Credit Agreement)), among the Borrowers, the Lenders, the
      Administrative Agent and the other parties named therein;

     

    (2) WHEREAS,
      the Borrowers have requested that the Requisite Lenders agree to amend certain
      provisions of the Credit Agreement;

     

    (3) WHEREAS,
      the Requisite Lenders have agreed, subject to the terms and conditions
      hereinafter set forth, to amend certain provisions of the Credit Agreement
      as
      set forth below;

     

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

     

    SECTION
      1.  Amendment.
      As of
      the Effective Date (as defined in Section 3), the Credit Agreement is hereby
      amended as follows:

     

    (a)  the
      definition of “Responsible Officer” contained in Section 1.1 of the Credit
      Agreement is hereby deleted and replaced with the following:

     

      
      “Responsible
      Officer”
means,
      with respect to any Person, any of the principal executive officers, managing
      members or general partners of such Person but, in any event, with respect
      to
      financial matters, the chief financial officer, vice president (finance and
      accounting), treasurer or controller of such Person.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  a
      new
      definition is added to Section 1.1 of the Credit Agreement in appropriate
      alphabetical order as follows:

     

    “Available
      Basket Amount”
means,
      at any date of determination, the excess of (i) the sum of (A) $35.0 million
      plus
      (B) the
      amount of Excess Cash Flow for the period from January 1, 2006 through the
      end
      of the last Fiscal Year ending at least 101 days prior to such date of
      determination that was not required to prepay Term Loans pursuant to
Section
      2.9(b)
      (Mandatory
      Prepayments)
      (assuming for this purpose that no credit was available against the Company’s
      obligation to prepay Term Loans out of Excess Cash Flow) over (ii) the
      cumulative amount applied to repay Subordinated Debt prior to such date of
      determination pursuant to Section
      8.6(iii)
      (Prepayment
      of Subordinated Debt).

     

    (c)  the
      final
      proviso to Section 2.9(b) of the Credit Agreement is deleted and replaced with
      the following:

     

    “provided,
      further,
      that
      the Borrowers’ obligations to prepay Term Loans pursuant to this clause
      (b)
      shall be
      reduced in an amount equal to the aggregate Dollar Equivalent amount of (x)
      Term
      Loans optionally prepaid by the Borrowers pursuant to Section
      2.8(b) (Optional
      Prepayments)
      during
      such Fiscal Year plus
      (y) the
      lesser of (A) the amount of Subordinated Debt prepaid by the Borrowers pursuant
      to Section
      8.6(iii)
      (Prepayment
      of Subordinated Debt)
      during
      such Fiscal Year and (B) the amount set forth in the foregoing clause
      (x).”

     

    (d)  Section
      6.1(b) of the Credit Agreement is amended by adding the following proviso at
      the
      end thereof immediately prior to the final period in such clause:

     

    “;
      provided,
      that
      the certificate of the Company Accountants with respect to whether the Company
      Accountants have become aware of any such Event of Default may be provided
      at
      the time of delivery of the Compliance Certificate relating to such fiscal
      year”


     

    (e)  Section
      8.6 of the Credit Agreement is deleted and replaced with the
      following:

     

    “Section
      8.6 Prepayment
      of Subordinated Debt.

     

    None
      of
      the Borrowers shall, nor shall they permit any of their respective Subsidiaries
      to, prepay, redeem, purchase, defease or otherwise satisfy (“prepay”)
      prior
      to the scheduled maturity thereof in any manner, or make any payment in
      contravention of any subordination terms of, any Subordinated Debt; provided,
      that,
      notwithstanding the foregoing, so long as no Event of Default has occurred
      and
      is continuing at the time of any such prepayment, the Company may prepay
      Subordinated Debt (i) in connection with a Permitted Refinancing of such
      Subordinated Debt pursuant to Section
      8.1(p)
      (Indebtedness),
      (ii)
      out of the Net Cash Proceeds of an Excluded Issuance within 365 days of the
      consummation of such Excluded Issuance and (iii) in an amount not to exceed
      (measured at the time of any prepayment pursuant to this clause (iii)) the
      Available Basket Amount; pro-

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    vided,
      that in
      the case of this clause (iii) after giving effect to such prepayment, (x) the
      sum of the Dollar Equivalent amount of (A) the unused portion of the Revolving
      Credit Commitments plus
      (B) the
      aggregate unrestricted cash balance (including Cash Equivalents) of the Company
      and its Subsidiaries at such time is not less than $50,000,000 and (y) the
      Borrowers would be in pro
      forma
      compliance with each of the financial covenants contained in Article
      V (Financial Covenants) as
      of the
      last day of the most recent Fiscal Quarter or Fiscal Year for which a Compliance
      Certificate has been delivered pursuant to clause
      (c)
      of
Section
      6.1 (Financial Statements).”

     

    (f)  Section
      10.8(b)(iv) of the Credit Agreement is amended by adding the following
      immediately after the last parenthetical contained therein:

     

    “and
      the
      Stock or Stock Equivalents of any Person upon the winding up or dissolution
      of
      such Person pursuant to a transaction that does not otherwise violate any
      prohibition contained in the Credit Agreement”.

     

    SECTION
      2.  Conditions
      to Effectiveness.
      This
      Amendment shall become effective when, and only when, and as of the date
(the
      “Effective
      Date”)
      on
      which (a) the Administrative Agent shall have received counterparts of this
      Amendment executed by the Borrowers and the Requisite Lenders, (b) the Company
      shall have prepaid not less than $25.0 million of U.S. Term Loans following
      March 27, 2006, pursuant to Section 2.8(b) of the Credit Agreement and shall
      have elected to apply such prepayment entirely to the scheduled payment of
      principal on the U.S. Term Loans that is due on the U.S. Term Loan Maturity
      Date, (c) the Administrative Agent shall have received a
      certificate signed by a duly authorized officer of the Company dated the
      Effective Date, to the effect that, after giving effect to this Amendment:
      (i) the representations and warranties contained in each of the Loan
      Documents are true and correct in all material respects on and as of the
      Effective Date as though made on and as of such date (unless stated to relate
      solely to an earlier date, in which case such representations and warranties
      are
      true and correct in all material respects as of such earlier date); and
      (ii) no Default has occurred and is continuing.

     

    SECTION
      3.  Representations
      and Warranties.
      The
      Borrowers represent and warrant as follows:

     

    (a)  The
      representations and warranties contained in each of the Loan Documents are
      true
      and correct in all material respects on and as of the date of this Amendment,
      as
      though made on and as of such date (unless stated to relate solely to an earlier
      date, in which case such representations and warranties are true and correct
      in
      all material respects as of such earlier date).

     

    (b)  No
      Default has occurred and is continuing on the date hereof.

     

    SECTION
      4.  Reference
      to and Effect on the Loan Documents.
      (a)
      On and
      after the Effective Date, each reference in the Credit Agreement to
“this
      Agreement”,
      “hereunder”,
      “hereof”
or
      words of like import referring to the Credit Agreement, and each reference
      in
      the other Loan Documents to “the
      Agreement”,
      “thereunder”,
      “thereof”,
      or
      words of like import re-

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    ferring
      to the Credit Agreement shall mean and be a reference to the Credit Agreement,
      as modified hereby.

     

    (b)  The
      Credit Agreement and each of the other Loan Documents, as specifically modified
      by this Amendment, are and shall continue to be in full force and effect and
      are
      hereby in all respects ratified and confirmed. 

     

    (c)  The
      execution, delivery and effectiveness of this Amendment shall not, except as
      expressly provided herein, operate as a waiver of any right, power or remedy
      of
      the Credit Agreement or the other Loan Documents, nor constitute a waiver of
      any
      provision of the Credit Agreement or the other Loan Documents.

     

    SECTION
      5.  GOVERNING
      LAW.
      THIS
      AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED
      BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE
      OF
      NEW YORK.

     

    SECTION
      6.  WAIVER
      OF JURY TRIAL.
      EACH OF
      THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,
      PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
      ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE ACTIONS OF THE COLLATERAL
      TRUSTEES OR THE AGENT IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR
      ENFORCEMENT THEREOF.

     

    SECTION
      7.  Execution
      in Counterparts.
      This
      Amendment may be executed by one or more of the parties to this Amendment on
      any
      number of separate counterparts, and all of said counterparts taken together
      shall be deemed to constitute one and the same instrument.

     

    SECTION
      8.  Costs
      and Expenses.
      The
      Borrowers hereby agree to pay all reasonable costs and expenses of the
      Administrative Agent associated with the preparation, execution, delivery,
      administration, and enforcement of this Amendment, including, without
      limitation, the reasonable fees and expenses of the Administrative Agent’s
      counsel and other out-of-pocket expenses related hereto. Delivery of an executed
      counterpart of a signature page to this Amendment by telecopier shall be
      effective as delivery of a manually executed counterpart of this
      Amendment.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
      by
      their respective officers thereunto duly authorized, as of the date first above
      written.

     

    ACCO
      Brands Corporation,

    as
      U.S. Borrower

     

    By: 
      /s/ Neal V.
      Fenwick                                                                      


           
      Name:  Neal
      V. Fenwick

           
      Title:  Executive
      Vice President and Chief Financial Officer

     

    ACCO
      Brands Europe Ltd.,

    as
      U.K. Borrower

     

    By: 
      /s/ Neal V. Fenwick____________________________   

           
      Name:  Neal V. Fenwick

           
      Title:  Director

     

    ACCO
      Nederland Holdings B.V.,

    as
      Dutch Borrower

     

    By: 
      /s/ Paul Chapman____________________________   

           
      Name:  Paul Chapman 

           
      Title:  Director

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Citicorp
      North America, Inc.,
      

    as
      Administrative Agent

     

    By: 
      /s/ Myles Kassin___________________________    

          
       Name:  Myles Kassin

           
      Title:  Vice President

     

    
      
        
        

      

      
        6