Exhibit



Exhibit 10.1
Execution Version



THIRD AMENDMENT 
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of October 21, 2016 and is entered into by and among ACCO Brands Corporation, a Delaware corporation (“Holdings”), ACCO Brands Australia Holding Pty. (the “Australian Borrower”), Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) acting with the consent of each of the Required Lenders (as defined in the Credit Agreement referenced below, the “Required Lenders”) and each of the Consenting Lenders (as defined below), the Required Lenders and Consenting Lenders that are delivering Lender Consents (as defined below) and the Guarantors listed on the signature pages hereto, and is made with reference to that certain Second Amended and Restated Credit Agreement, dated as of April 28, 2015 (as amended by the First Amendment to Second Amended and Restated Credit Agreement, dated July 7, 2015, as further amended by that Second Amendment and Additional Borrower Consent, dated May 1, 2016, and as further amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among Holdings, certain Subsidiaries of Holdings from time to time party thereto, the lenders from time to time party thereto (the “Existing Lenders”) and the Administrative Agent.  Unless otherwise stated, capitalized terms used herein without definition shall have the same meanings herein as set forth in the Third Amended and Restated Credit Agreement (as defined below).
RECITALS
WHEREAS, pursuant to and in accordance with Section 11.01(a) of the Credit Agreement, the Required Lenders (as defined in the Credit Agreement) and the other parties hereto have agreed to amend and restate the Credit Agreement in its entirety to read as set forth in the Third Amended and Restated Credit Agreement and to, among other things, (i) repay, in full, the US Dollar tranche of Term A Loans (as defined in the Credit Agreement) (the “Existing USD Term A Loans”), (ii) repay, in part, and otherwise continue, the Australian Dollar tranche of Australian Dollar Term A Loans (as defined in the Credit Agreement) in an aggregate principal amount of AUD $80,000,000, (iii) establish a new Euro tranche of Euro Term A Loans in an aggregate principal amount of €300,000,000 and (iv) increase the aggregate commitments under the Revolving Credit Facility by $100,000,000 such that, after giving effect to such increase on the Third Restatement Date, there exist $400,000,000 in aggregate amount of Revolving Credit Commitments under the Revolving Credit Facility;
WHEREAS, each Existing Lender holding Series AUD Incremental Term A Loans (as defined in the Credit Agreement immediately prior to the Third Restatement Date, the “Existing AUD Term A Loans”) (collectively, the “Existing AUD Term A Lenders”) that executes and delivers a consent to this Amendment in the form of the “AUD Term A Lender Consent” attached hereto as Annex I (an “AUD Term A Lender Consent”) and makes the appropriate election thereunder (collectively, the “Continuing AUD Term A Lenders”) will, by the fact of such execution and delivery, be deemed (i) to have consented to the terms of this Amendment and (ii) to have agreed to continue all of its Existing AUD Term A Loans as Term A Loans on the terms set forth in the Third Amended and Restated Credit Agreement in a principal amount equal to the principal amount of its Existing AUD Term A Loan (or such lesser amount as determined by the Administrative Agent in its sole discretion and in consultation with Holdings), as further set forth in this Amendment;
WHEREAS, each Existing AUD Term A Lender that executes and delivers an AUD Term A Lender Consent and makes the appropriate election thereunder consents to this Amendment but does not consent to continue its Existing AUD Term A Loans on the terms set forth in the Third Amended and Restated Credit 






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Agreement and shall execute, or shall be deemed to have executed, a counterpart of the Master Assignment and Acceptance Agreement substantially in the form attached hereto as Annex IV (a “Master Assignment”) and shall in accordance therewith sell all of its Existing AUD Term A Loans at 100% of par as specified in the applicable Master Assignment, as further set forth in this Amendment;  
WHEREAS, if an Existing AUD Term A Lender fails to execute and return an AUD Term A Lender Consent by 5:00 p.m. (New York City time), on September 27, 2016, such Existing AUD Term A Lender shall be deemed a Non-Continuing AUD Term A Lender (as defined below) and, in accordance with Section 11.13 of the Credit Agreement, shall assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06 of the Credit Agreement), all of its interests, rights and obligations under the Credit Agreement and the related Loan Documents in respect of its Existing AUD Term A Loans to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment) at 100% of par as specified in the applicable Master Assignment, as further set forth in this Amendment;
WHEREAS, each Existing Lender holding Revolving Credit Loans (as defined in the Credit Agreement immediately prior to the Third Restatement Date, the “Existing Revolving Credit Loans”) or unused Revolving Credit Commitments (as defined in the Credit Agreement immediately prior to the Third Restatement Date, the “Existing Revolving Credit Commitments” and, such Existing Lenders holding such Existing Revolving Credit Loans or Existing Revolving Credit Commitments, the “Existing Revolving Credit Lenders”) that executes and delivers a consent to this Amendment in the form of the “Revolving Credit Lender Consent” attached hereto as Annex II (a “Revolving Credit Lender Consent”, and the Revolving Credit Lender Consents together with the AUD Term A Lender Consents and the USD Term A Lender Consents (as defined below), the “Lender Consents”) and makes the appropriate election thereunder (collectively, the “Continuing Revolving Credit Lenders” and, together with the Continuing AUD Term A Lenders, the “Consenting Lenders”) will, by the fact of such execution and delivery, be deemed (i) to have consented to the terms of this Amendment and (ii) to have agreed to continue (as further described in its Revolving Credit Lender Consent) all of its Existing Revolving Credit Commitments and Existing Revolving Credit Loans as Revolving Credit Commitments and Revolving Credit Loans, respectively, on the terms set forth in the Third Amended and Restated Credit Agreement  in a principal amount equal to its Existing Revolving Credit Commitments and Existing Revolving Credit Loans, respectively (or such lesser amount as determined by the Administrative Agent in its sole discretion and in consultation with Holdings), as further set forth in this Amendment;
WHEREAS, each Existing Revolving Credit Lender that executes and delivers a Revolving Credit Lender Consent and makes the appropriate election thereunder consents to this Amendment but does not consent to the continuation of any of its Existing Revolving Credit Commitments as Revolving Credit Commitments on the terms set forth in the Third Amended and Restated Credit Agreement and shall execute, or shall be deemed to have executed, a counterpart of the applicable Master Assignment and shall in accordance therewith sell all of its Existing Revolving Credit Commitments at 100% of par as specified in the applicable Master Assignment, as further set forth in this Amendment;  
WHEREAS, if an Existing Revolving Credit Lender fails to execute and return a Revolving Credit Lender Consent by 5:00 p.m. (New York City time), on September 27, 2016, such Existing Revolving Credit Lender shall be deemed a Non-Continuing Revolving Credit Lender (as defined below) and, in accordance with Section 11.13 of the Credit Agreement, shall assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06 of the Credit Agreement), all of its interests, rights and obligations under the Credit Agreement and the related Loan Documents in respect of its Existing Revolving Credit Commitments and Existing Revolving Credit Loans to an assignee 




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that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment) at 100% of par as specified in the applicable Master Assignment, as further set forth in this Amendment; and
WHEREAS, each Existing Lender holding Existing USD Term A Loans (collectively, the “Existing USD Term A Lenders”) that executes and delivers a consent to this Amendment in the form of the “USD Term A Lender Consent” attached hereto as Annex III (a “USD Term A Lender Consent”) will, by the fact of such execution and delivery, be deemed to have consented to the terms of this Amendment.
WHEREAS, the Administrative Agent, the L/C Issuers, the Swingline Lender, the Required Lenders, the Additional Lenders (as defined below), the Replacement Lender (as defined below), the Consenting Lenders and the Loan Parties are willing, on the terms and subject to the conditions set forth herein, to consent to the amendment and restatement of the Credit Agreement as the Third Amended and Restated Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
SECTION I.     AMENDMENTS TO LOAN DOCUMENTS
		
	1.1
	Third Amendment and Restatement of Credit Agreement.


(a)    The Borrowers, the Required Lenders, the Consenting Lenders, the Administrative Agent and the other parties hereto agree that on the Third Restatement Date, the Credit Agreement shall be amended and restated in the form of the Third Amended and Restated Credit Agreement attached hereto as Exhibit A (the “Third Amended and Restated Credit Agreement”) and any term or provision of the Credit Agreement which is different from that set forth in the Third Amended and Restated Credit Agreement shall be replaced and superseded in all respects by the terms and provisions of the Third Amended and Restated Credit Agreement.
(b)    On the Third Restatement Date, the Term Loans (as defined in the Credit Agreement) constituting Australian Dollar Term A Loans (as defined in the Third Amended and Restated Credit Agreement, the “AUD Term A Loans”) shall be prepaid in part, and shall otherwise be continued on the terms set forth in the Third Amended and Restated Credit Agreement and such AUD Term A Loans shall constitute AUD Term A Loans for purposes of this Amendment and Australian Dollar Term A Loans for the purposes of the Third Amended and Restated Credit Agreement as more fully set forth herein and therein.
(c)    On the Third Restatement Date, the Lenders set forth on Schedule I hereto under the heading “Third Restatement Date Euro Term A Loan Commitment” (the “Euro Term A Lenders”) severally and not jointly agree to extend credit to Holdings in the form of Term Loans constituting Euro Term A Loans (the “Euro Term A Loans”) in an aggregate principal amount not to exceed their Euro Term A Commitments as of the Third Restatement Date as set forth on Schedule 1 hereto, which Euro Term A Loans shall not exceed €300,000,000 in the aggregate, and the parties hereto hereby agree to such extension of credit and agree that the Euro Term A Loans shall constitute Euro Term A Loans for purposes of this Amendment and the Third Amended and Restated Credit Agreement as more fully set forth herein and therein.
(d)    On the Third Restatement Date, the Lenders set forth on Schedule I hereto under the heading “Third Restatement Date Additional Revolving Credit Commitments” (the “Additional Revolving Credit Lender” and, together with the AUD Term A Lenders and the Euro Term A Lenders, the “Additional Lenders”) severally and not jointly agree to extend credit to the Borrowers in the form of Revolving Credit 




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Commitments in an aggregate principal amount not to exceed their Revolving Credit Commitments as of the Third Restatement Date as set forth on Schedule 1 hereto, which Revolving Credit Commitments shall not exceed $100,000,000 in the aggregate, and the parties hereto hereby agree to such extension of credit and agree that such Revolving Credit Commitments and any Revolving Credit Loans extended pursuant thereto shall constitute Revolving Credit Commitments and Revolving Credit Loans, respectively, for purposes of this Amendment and the Third Amended and Restated Credit Agreement, as more fully set forth herein and therein.


		
	1.2
	Acknowledgement.


On and after the Third Restatement Date, unless the context shall otherwise require, each reference in the Third Amended and Restated Credit Agreement or any other Loan Document to (a) “Term A Loans” shall be deemed a reference to the Term A Loans, (b) “Revolving Credit Loans” shall be deemed a reference to the Revolving Credit Loans, (c) “Term A Lenders” shall be deemed a reference to the Term A Lenders, (d) “Revolving Credit Lenders” shall be deemed a reference to the Revolving Credit Lenders and (e) “Revolving Credit Commitments” shall be deemed a reference to the Revolving Credit Commitments, in each case under as and defined in the Third Amended and Restated Credit Agreement.  As of the Third Restatement Date, after giving effect to this Amendment, the making of the additional Term A Loans contemplated by Section 1.1(b) above and the making available of the additional Revolving Credit Commitments contemplated by Section 1.1(d) above, (i) the aggregate outstanding principal amount of “AUD Term A Loans” is AUD80,000,000, (ii) the aggregate outstanding principal amount of “Euro Term A Loans” is €300,000,000 and (iii) the aggregate principal amount of “Revolving Credit Commitments” is $400,000,000.
SECTION II.     CONTINUATION OF EXISTING AUD TERM A LOANS AND EXISTING REVOLVING CREDIT COMMITMENTS; OTHER TERMS AND AGREEMENTS.  Each Existing AUD Term A Lender and each Existing Revolving Credit Lender executing this Amendment shall select one of the options on the AUD Term A Lender Consent and Revolving Credit Lender Consent hereto, respectively, and deliver such signature page to the Administrative Agent by 5:00 p.m. (New York City time), on September 27, 2016.  Pursuant to the procedures set forth in Section III of this Amendment:
		
	2.1
	Continuation of Existing AUD Term A Loans by Continuing AUD Term A Lenders (Option A). Each AUD Term A Lender selecting Option A on the AUD Term A Lender Consent hereto consents and agrees to (1) this Amendment, (2) sell the entire aggregate principal amount of its Existing AUD Term A Loans via an assignment (at 100% of par) on the Third Restatement Date pursuant to a Master Assignment, which Existing AUD Term A Loans shall be continued as Australian Dollar Term A Loans upon such sale and (3) as of a date selected by the Administrative Agent (which date shall be the Third Restatement Date), purchase via an assignment AUD Term A Loans in an aggregate principal amount equal to (x) the entire aggregate principal amount of its Existing AUD Term A Loans so sold via assignment pursuant to clause (2) minus (y) such amount as may be determined by the Administrative Agent in its sole discretion and in consultation with Holdings (such amount referred to in this clause (y) with respect to any Lender, a “Decreased Amount” with respect to such Lender) applicable to such AUD Term A Lender on the Third Restatement Date (it being understood and agreed that such AUD Term A Lender’s signature to the Term A Lender Consent shall be deemed to be such Term A Lender’s written consent to the assignments described in the foregoing clauses (2) and (3), on the terms set forth in the assignment agreements posted to the Lenders on September 23, 2016).  Such assignment shall be made at 100% of par.






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	2.2
	Non-Continuation of Existing AUD Term A Loans by Non-Continuing AUD Term A Lenders (Option B). Each AUD Term A Lender selecting Option B on the AUD Term A Lender Consent hereto (together with each other Lender, to the extent set forth in the immediately following Section 2.3, each “Non-Continuing AUD Term A Lender”) consents to this Amendment but does not consent to the continuation of its Existing AUD Term A Loans into AUD Term A Loans (under and as defined in the Third Amended and Restated Credit Agreement) and shall execute, or shall be deemed to have executed, a counterpart of the applicable Master Assignment and shall in accordance therewith sell such portion of its Existing AUD Term A Loans at 100% of par as specified in the applicable Master Assignment (it being understood and agreed that such AUD Term A Lender’s signature to the Term A Lender Consent shall be deemed to be such Term A Lender’s written consent to the assignment described in this Section 2.2).  For the avoidance of doubt, prepayments of the Existing AUD Term A Loans held by Term A Lenders (including any assignee thereof in connection with a Master Assignment) on the Third Restatement Date shall be permitted notwithstanding anything to the contrary set forth in any of the Loan Documents (including, but not limited to, Sections 2.12 and 2.13 of the Credit Agreement) to the extent consistent with the final allocations provided by the Administrative Agent to Holdings on August 16, 2016.


		
	2.3
	Each AUD Term A Lender failing to execute and return an AUD Term A Lender Consent hereto by 5:00 p.m. (New York City time), on September 27, 2016, shall be deemed a Non-Continuing AUD Term A Lender and, in accordance with Section 11.13 of the Credit Agreement, shall execute or be deemed to have executed a counterpart of the applicable Master Assignment and shall in accordance therewith sell such portion of its Existing AUD Term A Loans at 100% of par as specified in the applicable Master Assignment.


		
	2.4
	Continuation of Existing Revolving Credit Loans and Existing Revolving Credit Commitments by Continuing Revolving Credit Lenders (Option A). Each Existing Revolving Credit Lender selecting Option A on the Revolving Credit Lender Consent hereto consents and agrees to (1) this Amendment, (2) sell the entire aggregate principal amount of its Existing Revolving Credit Loans and Existing Revolving Credit Commitments via an assignment (at 100% of par) on the Third Restatement Date pursuant to a Master Assignment and (3) as of a date selected by the Administrative Agent (which date shall be the Third Restatement Date), purchase via an assignment Revolving Credit Loans and Revolving Credit Commitments in an aggregate principal amount equal to (x) the entire aggregate principal amount of its Existing Revolving Credit Loans and Existing Revolving Credit Commitments so sold via assignment pursuant to clause (2) minus (y) the Decreased Amount (if any) applicable to such Revolving Credit Lender (it being understood and agreed that such Revolving Credit Lender’s signature to the Revolving Credit Lender Consent shall be deemed to be such Revolving Credit Lender’s written consent to the assignments described in the foregoing clauses (2) and (3), on the terms set forth in the assignment agreements posted to the Lenders on September 23, 2016).  Such assignment shall be made at 100% of par.


		
	2.5
	Non-Continuation of Existing Revolving Credit Loans and Existing Revolving Credit Commitments by Non-Continuing Revolving Credit Lenders (Option B). Each Revolving Credit Lender selecting Option B on the Revolving Credit Lender Consent hereto (together with each other Lender, to the extent set forth in the immediately following Section 2.6, each, a “Non-Continuing Revolving Credit Lender” and, together with the Non-Continuing AUD Term A Lenders, the “Non-Continuing Lenders”) consents to this Amendment but does not consent to the continuation of its Existing Revolving Credit Loans and Existing Revolving Credit Commitments into Revolving Credit Loans and Revolving Credit Commitments (each under and as defined in the Third Amended and Restated Credit Agreement), respectively, and shall execute, or shall be deemed to have executed, 






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a counterpart of the applicable Master Assignment and shall in accordance therewith sell such portion of its Existing Revolving Credit Loans and Existing Revolving Credit Commitments at 100% of par as specified in the applicable Master Assignment (it being understood and agreed that such Revolving Credit Lender’s signature to the Revolving Credit Lender Consent shall be deemed to be such Revolving Credit Lender’s written consent to the assignment described in this Section 2.5).
		
	2.6
	Each Revolving Credit Lender failing to execute and return a Revolving Credit Lender Consent hereto by 5:00 p.m. (New York City time), on September 27, 2016, shall be deemed a Non-Continuing Revolving Credit Lender and, in accordance with Section 11.13 of the Credit Agreement, shall execute or be deemed to have executed a counterpart of the applicable Master Assignment and shall in accordance therewith sell its Existing Revolving Credit Loans and Existing Revolving Credit Commitments at 100% of par as specified in the applicable Master Assignment.


		
	2.7
	Consent to Amendment by Existing USD Term A Lenders. Each Existing USD Term A Lender executing a USD Term A Lender Consent in the form attached hereto consents and agrees to this Amendment.


SECTION III.     THE MASTER ASSIGNMENT AGREEMENTS.


		
	3.1
	Pursuant to the Master Assignment entered into or deemed entered into by each Non-Continuing Lender in accordance with Section II, each Non-Continuing Lender shall sell and assign the principal amount of its Existing AUD Term A Loans or Existing Revolving Credit Loans and Existing Revolving Credit Commitments as set forth in Schedule I to such Master Assignment, as such Schedule is completed by the Administrative Agent on or prior to the Third Restatement Date, to Bank of America, N.A., as assignee (in such capacity, the “Replacement Lender”) under such Master Assignment.  Each Lender’s signature page to its Revolving Credit Lender Consent or AUD Term A Lender Consent, respectively, shall be deemed to be its signature page to the applicable Master Assignment. 


		
	3.2
	At the election of the Administrative Agent (in its sole discretion), the Master Assignments (and Schedule I to each Master Assignment) may be completed and executed as one or more separate agreements, each with a separate Schedule I, each of which shall be applicable as to one or more Non-Continuing Lenders, and, to the extent the Administrative Agent so deems advisable for administrative purposes in consummating the intended allocations and assignments to be made pursuant to Section 3.1, the Administrative Agent may modify and update the headings of, and the information in, the columns in Schedule I to, and may complete and update the information required by, one or more of the Master Assignments.


		
	3.3
	After giving effect to the transactions contemplated by this Amendment, the amounts of the “Term A Loans”, “Revolving Credit Loans” and “ Revolving Credit Commitments” shall be as determined by the Administrative Agent and set forth in the Third Amended and Restated Credit Agreement. The Administrative Agent’s determination of such amounts shall be conclusive evidence thereof absent manifest error.  For the avoidance of doubt, the provisions of Article IX and Section 11.04 of the Third Amended and Restated Credit Agreement shall apply to any such determination made by the Administrative Agent pursuant hereto.










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SECTION IV.     CONDITIONS TO SIGNING DATE AND EFFECTIVENESS
		
	4.1
	Conditions to Signing Date.


This Amendment (other than Section I hereof) shall become effective as of the date hereof only upon the satisfaction of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Signing Date”):
(a)    This Amendment shall have been duly executed by Holdings, the Australian Borrower, each other Loan Party, the Administrative Agent, the Required Lenders, the L/C Issuers, the Swingline Lender, the Additional Lenders, the Replacement Lender and the Consenting Lenders (whether pursuant to the execution and delivery of a Lender Consent or counterpart to this Amendment, as applicable) and, in each case, duly executed counterparts thereof shall have been delivered to the Administrative Agent, such that upon such execution and delivery thereof and the occurrence of the Third Restatement Date, and the making of the additional AUD Term A Loans and the making of Euro Term A Loans contemplated by Section 1.1(b) and (c) hereto above and the making available of the additional Revolving Credit Commitments contemplated by Section 1.1(d) hereto, (i) the aggregate principal amount of the Term A Loans shall be equal to (x) AUD80,000,000 in the case of the AUD Term A Loans, (y) €300,000,000 in the case of the Euro Term A Loans and (ii) the aggregate principal amount of the Revolving Credit Commitments shall be equal to $400,000,000.
(b)    The Administrative Agent shall have received from Holdings payment in immediately available funds of (x) all accrued costs and expenses (including reasonable expenses and other charges of counsel) owing to the Administrative Agent pursuant to Section 11.04 of the Credit Agreement in connection with this Amendment and (y) all other compensation required to be paid to the Administrative Agent and its Affiliates pursuant to the Third Restatement Engagement Letter as reasonably documented in writing by Agent.
		
	4.2
	Conditions to Third Restatement Date.


The occurrence of the Third Restatement Date shall be subject to the occurrence of the Signing Date and the satisfaction of all of the following conditions precedent on or prior to the earliest to occur of (a) June 30, 2017, (b) the date of closing of the acquisition (the “Acquisition”) by Holdings or one or more of its wholly-owned subsidiaries (the “Buyer”) of 100% of the equity interests of Esselte Group Holdings AB, a company incorporated and registered in Sweden (the “Target”) and (c) the Outside Date (or similar term) (as defined in the Acquisition Agreement):
(a)    The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or “pdf” or similar electronic format (in each such case, followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i)    (x) an Australian Dollar Term A Note executed by the Australian Borrower and any other Australian Dollar Term A Borrower in favor of each AUD Term A Lender that has requested an Australian Dollar Term A Note, (y) a Euro Term A Note executed by Holdings in favor of each Euro Term A Lender that has requested a Euro Term A Note and (z) a Revolving Note executed by Holdings and the Australian Borrower in favor of each Revolving Credit Lender that has requested a Revolving Note; 
(ii)    each document necessary to satisfy the Collateral and Guaranty Requirements 




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with respect to the Loan Parties and assets thereof in existence as of the Third Restatement Date (including those documents set forth on Schedule 2 hereto (which Schedule may be updated on or prior to the Third Restatement Date from time to time with the consent of Holdings and the Administrative Agent), but excluding those documents set forth on Schedule 3 hereto (which Schedule may be updated on or prior to the Third Restatement Date from time to time with the consent of Holdings and the Administrative Agent)), together with any other documents and instruments as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent valid and subsisting first priority perfected Liens (subject as to priority to Permitted Liens (other than with respect to Equity Interests pledged pursuant to any Pledge Agreement)) on the properties purported to be subject to the Collateral Documents as of the Third Restatement Date, enforceable against all third parties in accordance with their terms; 
(iii)    a certificate of a Responsible Officer of each Loan Party certifying as to the Organization Documents thereof together with copies of the Organization Documents of such Loan Party annexed thereto;
(iv)    such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party;
(v)    an opinion from (A) Vedder Price P.C., special New York counsel to the Loans Parties, (B) Emmel & Klegerman PC, special Nevada counsel to the Loan Parties, (C) Bird & Bird, special Australian counsel to the Loan Parties, (D) Latham & Watkins LLP, special UK counsel to the Administrative Agent and (E) Borden Ladner Gervais LLP, special Canadian counsel to the Loan Parties, in each case, dated as of the Third Restatement Date, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders;
(vi)    a certificate attesting to the Solvency of Holdings and its Subsidiaries (taken as a whole) on the Third Restatement Date after giving effect to the Third Restatement Date Transactions, from the chief financial officer of Holdings;
(vii)    a certificate attesting to the compliance with clauses (e), (h), (i), (k), (l), (m) and (o) of this Section 4.2 on the Third Restatement Date from a Responsible Officer of Holdings; 
(viii)    a Committed Loan Notice pursuant to Section 2.02 of the Third Amended and Restated Credit Agreement; and
(ix)    (i) a counterpart of the U.S. Perfection Certificate (as defined in the U.S. Security Agreement), executed by Holdings and each other U.S. Loan Party party thereto and (ii) a counterpart of the Australian Perfection Certificate, executed by the Australian Borrower and each other Australian Loan Party party thereto.
(b)    The Administrative Agent shall have received the Annual Financial Statements and the Quarterly Financial Statements and, with respect to the Target and its Subsidiaries,  consolidated balance sheets and the consolidated statements of operations, stockholders’ equity and cash flows for the fiscal year ended December 31, 2016 in the event the Third Restatement Date has not occurred on or prior to March 31, 2017, which financial statements shall be audited to the extent available.




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(c)    At least thirty (30) days prior to the Third Restatement Date, the Administrative Agent shall have received financial projections of Holdings and its Subsidiaries through the fifth Fiscal Year following the Third Restatement Date, which will be prepared on a pro forma basis to give effect to the Third Restatement Date Transactions.
(d)    The Administrative Agent and the Lenders  shall have received at least one (1) day prior to the Third Restatement Date all documentation and other information reasonably requested in writing by them at least two (2) days prior to the Third Restatement Date in order to allow the Administrative Agent and the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the Act.
(e)    All approvals, consents, exemptions, authorizations, or other actions by, or notices to, or filings with, any Governmental Authority or any other Person necessary or required for the consummation of the Third Restatement Date Transactions shall have been received.
(f)    The Administrative Agent shall have received a certificate from Holdings’ insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 6.06 of the Third Amended and Restated Credit Agreement is in full force and effect, together with endorsements naming the Administrative Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 6.06 of the Third Amended and Restated Credit Agreement.
(g)    (i) The Administrative Agent shall have received from Holdings payment in immediately available funds of (x) all accrued costs, fees and expenses (including reasonable fees, expenses and other charges of counsel) owing to the Administrative Agent pursuant to Section 11.04 of the Credit Agreement and Section 11.04 of the Third Amended and Restated Credit Agreement, as applicable, in connection with this Amendment and the Third Restatement Date Transactions, (y) all other compensation required to be paid on or prior to the Third Restatement Date to the Administrative Agent and its Affiliates pursuant to the Third Restatement Engagement Letter and Third Restatement Fee Letter and (z) for the account of each Lender, upfront fees in an amount equal to (i) 0.05% of the stated principal amount of such Lender’s loans under the Term A Facilities and such Lender’s funded and unfunded commitment under the Revolving Credit Facility (which will include the face amount of any issued but undrawn Letter of Credit) up to the stated principal amount of such Lender’s loans and commitments under the Second Amended and Restated Credit Agreement immediately prior to the Third Restatement Date and (ii) 0.25% of the stated principal amount of such Lender’s loans and unfunded commitments under the Facilities in excess of the amount thereof subject to upfront fees pursuant to clause (i) above, in each case payable to such Lender out of the proceeds of the Loans as and when funded on the Third Restatement Date.  
(ii)    Concurrently with the continuation of the Existing AUD Term A Loans as Term A Loans, the continuation of the Existing Revolving Credit Loans and Existing Revolving Credit Commitments as Revolving Credit Loans and Revolving Credit Commitments, respectively, the making of the additional Term A Loans pursuant to Section 1.1(c) hereof and the making available of additional Revolving Credit Commitments on the Restatement Date pursuant to Section 1.1(d) hereof, Holdings shall have paid to each Existing USD Term Loan A Lender, each Non-Continuing AUD Term A Lender and each Non-Continuing Revolving Credit Lender all indemnities, cost reimbursements and other Obligations, if any, then due and owing to such Non-Continuing AUD Term A Lenders and Non-Continuing Revolving Credit Lenders under the Loan Documents (prior to the effectiveness of this Amendment) to the extent Holdings has been notified thereof prior to the Third Restatement Date.




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(iii)    With respect to any Loans and Commitments (each under and as defined in the Third Amended and Restated Credit Agreement) outstanding on the Third Restatement Date, Holdings shall have paid all interest and fees accrued pursuant to the Loan Documents through the Third Restatement Date, whether or not otherwise due as of such date.
(h)    Substantially concurrently with the Credit Extensions on the Third Restatement Date, the Third Restatement Date Transactions shall have been consummated in full.
(i)    After giving effect to consummation of the Third Restatement Date Transactions on the Third Restatement Date, (x) Holdings and its Subsidiaries shall have outstanding no Indebtedness or preferred Equity Interests other than (i) the Loans and L/C Obligations, (ii) Qualified Preferred Stock, (iii) the SpinCo Notes and (iv) Indebtedness permitted by Section 7.03 of the Third Amended and Restated Credit Agreement and (y) the outstanding loans shall have been repaid and the outstanding commitments terminated under that certain Senior Term and Revolving Facilities Agreement, dated as of June 7, 2010, by and among Esselte Sverige AB, Esselte AB, Citibank International Plc and Citibank, N.A., London Branch, as amended and restated on October 16, 2014 and as further amended and restated from time to time, and all security interests related thereto shall have been terminated and released (it being understood that documentation necessary to terminate and release such liens of record may be executed and delivered after the Third Restatement Date, but in no event later than the date that is ninety (90) days after the Third Restatement Date (or such later date as the Administrative Agent may agree)).
(j)    The Acquisition shall be consummated substantially concurrently with the funding of the Loans on the Third Restatement Date in accordance with the Acquisition Agreement, which shall be in form and substance reasonably acceptable to the Administrative Agent (it being acknowledged that the draft of the Acquisition Agreement delivered to the Administrative Agent at 3:07 p..m. on October 21, 2016 is reasonably acceptable to the Administrative Agent) and without giving effect to any waiver or amendment of any provision thereof or any consent thereunder or any condition to the obligations of the parties thereto to consummate the Acquisition (other than any such waivers or amendments as are not materially adverse to the interests of the Lenders) unless consented to by the Arrangers (it being acknowledged and agreed that decreases or increases in cash consideration of 10% or more to the purchase price for the Acquisition shall be deemed materially adverse to the interests of the Lenders).  After giving effect to the Acquisition, the Target shall be a direct or indirect wholly-owned Subsidiary of Holdings.
(k)    The representations and warranties contained in Article 5 of the Third Amended and Restated Credit Agreement shall be true and correct in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; provided that any such representations and warranties that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
(l)    There shall not exist any action, suit, investigation, litigation, proceeding, hearing or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of the Administrative Agent, singly or in the aggregate, materially impairs the Third Restatement Date Transactions, the financing thereof or any of the other transactions contemplated by the Loan Documents, or that could reasonably be expected to have a Material Adverse Effect.
(m)    There has been no change, occurrence or development since December 31, 2015 that could reasonably be expected to have a Material Adverse Effect.  There has been no change, occurrence or 




10


US-DOCS\70473267.13







development since December 31, 2015 that could reasonably be expected to have a Company Material Adverse Effect (as defined in the Acquisition Agreement).
(n)    With respect to the Loan Parties and their assets in existence as of the Third Restatement Date, the Loan Parties shall have taken all actions required by the Collateral and Guaranty Requirements.
(o)    No Default or Event of Default shall exist or be continuing after giving effect to the Third Restatement Date Transactions.
(p)    On and immediately prior to the Third Restatement Date, no Swing Line Loan (as defined in the Credit Agreement) shall be then outstanding.
(q)    The Administrative Agent shall have received updated Schedules 1.01A, 5.08(c), 5.08(d)(i), 5.08(d)(ii) and 5.13 to the Credit Agreement (if any) to replace the corresponding Schedules attached thereto as of the Signing Date in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, provided that the Lenders agree that such updated Schedules shall be deemed to be satisfactory if such updated Schedules (1) do not differ from the corresponding Schedules attached thereto as of the Signing Date in a manner that is material and adverse to the Lenders or (2) are otherwise satisfactory to the Required Lenders (and any references to any such Schedules in this Amendment shall thereafter refer to such Schedules as the same may have been updated pursuant to this Section 4.2(q)).
(r)    The Administrative Agent shall have received a completed standard “life of loan” flood hazard determination form for each property encumbered by a Mortgage, and if the property is located in an area designated by the U.S. Federal Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards, (i) a notification to Holdings (“Borrower Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004 is not available because the applicable community does not participate in the NFIP, (ii) documentation evidencing Holdings’ receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (iii) if Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, Holdings’ application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Administrative Agent.


Notwithstanding anything herein to the contrary, for purposes of determining compliance with the conditions specified in this Section IV, each Required Lender and Consenting Lender shall be deemed satisfied with each document and each other matter required to be reasonably satisfactory to such Required Lender or Consenting Lender unless, prior to the Third Restatement Date, the Administrative Agent receives notice from such Required Lender or Consenting Lender specifying such Required Lender’s or Consenting Lender’s objections.




11


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SECTION V.     REPRESENTATIONS AND WARRANTIES
In order to induce the Administrative Agent, the L/C Issuers, the Swing Line Lender, the Replacement Lender, each Additional Lender and each of the Required Lenders and Consenting Lenders to enter into this Amendment and to amend and restate the Credit Agreement in the manner provided herein, each Loan Party, in each case other than with respect to those Subsidiaries of Holdings listed on Schedule 6.11 to the Third Amended and Restated Credit Agreement, represents and warrants on and as of the Signing Date and on and as of the Third Restatement Date to each of the Administrative Agent, the L/C Issuers, the Swing Line Lender and each of the Required Lenders and Consenting Lenders as follows:
		
	5.1
	Existence, Qualification and Power.  Each Loan Party (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization and (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under, this Amendment and the Third Amended and Restated Credit Agreement and the other Loan Documents, as applicable.


		
	5.2
	Authorization; No Contravention.  The execution, delivery and performance by each Loan Party of this Amendment and the Third Amended and Restated Credit Agreement has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Material Contract to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.


		
	5.3
	Governmental Authorization; Other Consents.  No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required, except as have been obtained or made and are in full force and effect, in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment, the Third Amended and Restated Credit Agreement or any other Loan Document to which such Loan Party is a party.


		
	5.4
	Binding Effect.  This Amendment and the Third Amended and Restated Credit Agreement have been duly executed and delivered by each of the Loan Parties party thereto.  Each of this Amendment and the Third Amended and Restated Credit Agreement constitute a legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).


		
	5.5
	Incorporation of Representations and Warranties from Credit Agreement. The representations and warranties contained in Article 5 of the Second Amended and Restated Credit Agreement are and will be true and correct in all material respects on and as of the Signing Date and the representations and warranties contained in Article 5 of the Third Amended and Restated Credit Agreement are and will be true and correct in all material respects on and as of the Third Restatement Date to the same extent as though made on and as of each such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and 






12


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correct in all material respects on and as of such earlier date; provided that any such representations and warranties that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects.
		
	5.6
	Absence of Default.  No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Default.


SECTION VI.     POST-EFFECTIVENESS COLLATERAL MATTERS
Each Loan Party warrants, covenants and agrees with the Administrative Agent, the L/C Issuers, the Swing Line Lender and each Lender that each Loan Party will execute and deliver the documents and complete the actions set forth on Schedule 3 hereto (which Schedule may be updated on or prior to the Third Restatement Date from time to time with the consent of Holdings and the Administrative Agent), in each case, within the time limits specified on such Schedule or as extended by the Administrative Agent in its reasonable discretion.


SECTION VII.     ACKNOWLEDGMENT AND CONSENT; REAFFIRMATION
Each Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, as supplemented, amended, amended and restated or otherwise modified in connection with this Amendment and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations.  
Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Third Amended and Restated Credit Agreement, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty and this Amendment and consents to the amendment and restatement of the Credit Agreement and the other Loan Documents effected pursuant to this Amendment.  Each Guarantor hereby confirms that each Loan Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents the payment and performance of all “Obligations” under each of the Loan Documents to which it is a party (in each case, as such terms are defined in the applicable Loan Document as the same may be amended as contemplated hereby).
Each Guarantor acknowledges and agrees that each of the Loan Documents as the same may be amended as contemplated hereby to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. 
Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to the Signing Date and the Third Restatement Date set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Third Amended and Restated Credit Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Third Amended and Restated Credit Agreement.




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US-DOCS\70473267.13







SECTION VIII.     MISCELLANEOUS
		
	8.1
	Reference to and Effect on the Credit Agreement and the Other Loan Documents. 


(i)     On and after the Third Restatement Date, each reference in the Third Amended and Restated Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Third Amended and Restated Credit Agreement. 
(ii)     Except as specifically amended by this Amendment, the Second Amended and Restated Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.
(iii)     The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Second Amended and Restated Credit Agreement or any of the other Loan Documents.
		
	8.2
	Headings.  Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Amendment or any other Loan Document.


		
	8.3
	Loan Document.  This Amendment shall constitute a “Loan Document” under the terms of the Second Amended and Restated Credit Agreement and, upon the Third Restatement Date, the Third Amended and Restated Credit Agreement.


		
	8.4
	Applicable Law; Miscellaneous. THIS AMENDMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE IN ANY WAY HERETO OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.  The provisions of Section 11.14 and Section 11.15 of the Second Amended and Restated Credit Agreement and, upon the Third Restatement Date, the Third Amended and Restated Credit Agreement are incorporated by reference herein and made a part hereof.


		
	8.5
	Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment.


		
	8.6
	Further Assurances.  Each of the Loan Parties shall execute and deliver such additional documents and take such additional actions as may be reasonably requested by the Administrative Agent to effectuate the purposes of this Amendment.  






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	8.7
	No Novation.  Each of the parties hereto acknowledges and agrees that the terms of this Amendment do not constitute a novation but, rather, an amendment of the terms of a pre-existing Indebtedness and related agreement, as evidenced by the Second Amended and Restated Credit Agreement.


		
	8.8
	Administrative Agent Authorization.  Holdings, the Required Lenders and the Consenting Lenders hereby authorize the Administrative Agent, in consultation with Holdings, to (i) determine all amounts, percentages and other information with respect to the Commitments and Loans of each Continuing AUD Term A Lender and each Continuing Revolving Credit Lender and (ii) enter and complete all such amounts, percentages and other information in the Register maintained pursuant to Section 11.06(c) of the Third Amended and Restated Credit Agreement, as appropriate.  The Administrative Agent’s determination and entry and completion shall be conclusive and shall be conclusive evidence of the existence, amounts, percentages and other information with respect to the obligations of the Borrowers under the Third Amended and Restated Credit Agreement, in each case, absent manifest error.  For the avoidance of doubt, the provisions of Article 9 and Section 11.06 of each of the Credit Agreement and the Third Amended and Restated Credit Agreement shall apply to any determination, entry or completion made by the Administrative Agent pursuant to this Section 8.8. 


		
	8.9
	No Assignment.  Notwithstanding anything to the contrary contained in any Loan Document, from and including the Signing Date and on or prior to the occurrence of the earlier of the Third Restatement Date and any of the events described in the first paragraph of Section 4.2, no Loans or Commitments shall be assigned under the Revolving Credit Facility or the Australian Dollar Term A Facility without the prior written consent of the Administrative Agent (not to be unreasonably withheld).


 [Remainder of this page intentionally left blank.]




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






		
	HOLDINGS AND U.S. BORROWER:
	ACCO BRANDS CORPORATION






By:  /s/ Neal V. Fenwick
Name: Neal V. Fenwick
Title:   Executive Vice President and Chief 
Financial Officer 




AUSTRALIAN BORROWER:    


Executed by ACCO BRANDS AUSTRALIA
HOLDING PTY. LTD. in accordance with
Section 127 of the Corporations Act 2001


	
		
	/s/ Neal V. Fenwick 
Signature of director


Name: Neal V. Fenwick 


	/s/ Pamela R. Schneider
Signature of director


Name:  Pamela R. Schneider 








 














US-DOCS\70473267.13









GUARANTORS:     ACCO BRANDS CORPORATION 

By: /s/ Neal V. Fenwick 
Name: Neal V. Fenwick
Title: Executive Vice President and Chief Financial Officer 
ACCO BRANDS USA LLC 

By: /s/ Neal V. Fenwick 
Name: Neal V. Fenwick
Title: Executive Vice President and Chief Financial Officer
GENERAL BINDING LLC 

By: /s/ Neal V. Fenwick 
Name: Neal V. Fenwick
Title: Vice President
ACCO BRANDS INTERNATIONAL, INC. 

By: /s/ Neal V. Fenwick
Name: Neal V. Fenwick
Title: Vice President
ACCO EUROPE FINANCE HOLDINGS, LLC 

By: /s/ Neal V. Fenwick
Name: Neal V. Fenwick 
Title: Vice President 








US-DOCS\70473267.13







ACCO EUROPE INTERNATIONAL HOLDINGS, LLC 

By: /s/ Neal V. Fenwick  
Name: Neal V. Fenwick 
Title: Vice President
GBC INTERNATIONAL, INC. 

By: /s/ Neal V. Fenwick 
Name: Neal V. Fenwick 
Title: Vice President and Treasurer
ACCO INTERNATIONAL HOLDINGS, INC. 

By: /s/ Neal V. Fenwick 
Name: Neal V. Fenwick
Title: Vice President 
NESCHEN GBC GRAPHIC FILMS, LLC 

By: /s/ Neal V. Fenwick 
Name: Neal V. Fenwick
Title: Supervisory Director 
ACCO BRANDS AUSTRALIA HOLDING PTY. LTD. 

	
	
	/s/ Neal V. Fenwick 
Signature of director


Name:  Neal V. Fenwick






    
 /s/ Pamela R. Schneider 
Signature of director


Name: Pamela R. Schneider






US-DOCS\70473267.13







:
ACCO AUSTRALIA PTY. LTD. 

	
	
	/s/ Neal V. Fenwick 
Signature of director


Name:  Neal V. Fenwick








    
 /s/ Pamela R. Schneider 
Signature of director


Name:  Pamela R. Schneider 












US-DOCS\70473267.13







BANK OF AMERICA, N.A.,
as Administrative Agent, AUD Term A Lender, Euro Term A Lender, Additional Revolving Credit Lender, Replacement Lender, Swing Line Lender and L/C Issuer




By:  Jon Phillips 
Authorized Signatory
                    


                    




                    








US-DOCS\70473267.13








ANNEX I


AUD TERM A LENDER CONSENT TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


[NAME OF AUD TERM A LENDER], as a Term A Lender


By    ______________________________ 
Name:
Title:


[[For AUD Term A Lenders requiring a second signature block]


By    ______________________________ 
Name:
Title:]


PROCEDURE FOR AUD TERM A LENDERS:


The above-named AUD Term A Lender elects to:


OPTION A  – CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING AUD TERM A LOANS :  Consent and agree to (1) this Amendment, (2) sell the entire aggregate principal amount of its Existing AUD Term A Loans via an assignment (at 100% of par) on the Third Restatement Date pursuant to a Master Assignment and (3) as of a date selected by the Administrative Agent (which date shall not be before the Third Restatement Date, purchase via an assignment AUD Term A Loans (under and as defined in the Third Amended and Restated Credit Agreement) in an aggregate principal amount equal to (x) the entire aggregate principal amount of its Existing AUD Term A Loans so sold via assignment pursuant to clause (2) minus (y) the Decreased Amount (if any) applicable to such AUD Term A Lender.  Such assignment shall be made at 100% of par.
OPTION B – CONSENT TO AMENDMENT ONLY:  Consent to the Amendment but does not consent to the continuation of any of its Existing AUD Term A Loans as AUD Term A Loans (as defined under the Third Amended and Restated Credit Agreement).


















Annex I




US-DOCS\70473267.13









ANNEX II


REVOLVING CREDIT LENDER CONSENT TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT




[NAME OF REVOLVING CREDIT LENDER], as a Revolving Credit Lender


By    ______________________________ 
Name:
Title:


[[For Revolving Credit Lender requiring a second signature block]


By    ______________________________ 
Name:
Title:]


PROCEDURE FOR REVOLVING CREDIT LENDERS: 


The above-named Revolving Credit Lender elects to:


OPTION A – CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING REVOLVING CREDIT LOANS AND EXISTING REVOLVING CREDIT COMMITMENTS:  Consent and agree to (1) this Amendment, (2) sell the entire aggregate principal amount of its Existing Revolving Credit Loans and Existing Revolving Credit Commitments via an assignment (at 100% of par) on the Third Restatement Date pursuant to a Master Assignment and (3) as of a date selected by the Administrative Agent (which date shall not be before the Third Restatement Date), purchase via an assignment Revolving Credit Loans and Revolving Credit Commitments, respectively (each under and as defined in the Third Amended and Restated Credit Agreement) in an aggregate principal amount equal to (x) the entire aggregate principal amount of its Existing Revolving Credit Loans and Existing Revolving Credit Commitments so sold via assignment pursuant to clause (2) minus (y) the Decreased Amount (if any) applicable to such Revolving Credit Lender.  Such assignment shall be made at 100% of par. 
OPTION B – CONSENT TO AMENDMENT ONLY:  Consent to the Amendment but does not consent to the continuing any of its Existing Revolving Credit Loans or Existing Revolving Credit Commitments as Revolving Credit Loans and Revolving Credit Commitments, respectively (each as defined under the Third Amended and Restated Credit Agreement).




Annex II


US-DOCS\70473267.13








ANNEX III


USD TERM A LENDER CONSENT TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT




The undersigned US Dollar tranche Term A Lender hereby elects to consent and agree to the Amendment.




[NAME OF US DOLLAR TRANCHE TERM A LENDER], as a Term A Lender


By    ______________________________ 
Name:
Title:


[[For US Dollar tranche Term A Lender requiring a second signature block]


By    ______________________________ 
Name:
Title:]




Annex III




US-DOCS\70473267.13








ANNEX IV


FORM OF MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT
FOR ACCO BRANDS CORPORATION 
THIRD AMENDED AND RESTATED CREDIT AGREEMENT


This Master Assignment and Assumption Agreement (this “Master Assignment and Assumption”) is dated as of the Effective Date set forth below (the “Effective Date”) and is entered into by and between each Assignor identified in item 1 below (each, an “Assignor”) and the Assignee identified in item 2 below (the “Assignee”).  It is understood and agreed that the rights and obligations of each of the Assignors hereunder are several and not joint.  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee.  The standard terms and conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Master Assignment and Assumption as if set forth herein in full.  


For an agreed consideration, each Assignor hereby irrevocably sells and assigns to the Assignee as described below, and the Assignee hereby irrevocably purchases and assumes from the applicable Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date, (i) all of the applicable Assignor’s rights and obligations in its capacity as an AUD Term A Lender and/or Revolving Credit Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the principal amount of AUD Term A Loans and/or Revolving Credit Commitments and Revolving Credit Loans identified opposite such Lender’s name on Schedule I hereto under the caption “AUD Term A Loans held immediately prior to the Effective Date” and/or “Revolving Credit Commitments/Revolving Credit Loans held immediately prior to the Effective Date”, as applicable, and (ii) to the extent permitted to be assigned under applicable Law, all claims, suits, causes of action and any other right of the applicable Assignor (in its capacity as an AUD Term A Lender and/or Revolving Credit Lender under the Credit Agreement) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to as an “Assigned Interest”).  Each such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Master Assignment and Assumption, without representation or warranty by any Assignor.


By purchasing the Assigned Interest, the Assignee agrees that, for purposes of that certain Third Amendment to Second Amended and Restated Credit Agreement dated as of October 21, 2016 (the “Third Amendment”), by and among Holdings, the Australian Borrower, certain subsidiaries of Holdings, the Required Lenders and Consenting Lenders referred to therein, the Administrative Agent, the L/C Issuers and the Swing Line Lender, to the Credit Agreement (as defined below), it shall be deemed to have consented and agreed to (1) the Third Amendment and (2) the amendment and restatement of the Credit Agreement (in the form of the Third Amended and Restated Credit Agreement attached to the Amendment).  




Annex IV - 1
US-DOCS\70473267.13







	
				
	1.
	Assignor:
	Each person identified on Schedule I hereto
	 

	2.
	Assignee:
	Bank of America, N.A.



	3.
	Borrowers:
	ACCO Brands Corporation, ACCO Brands Australian Holding Pty.

	4.
	Administrative Agent:
	Bank of America, N.A., as the Administrative Agent under the Credit Agreement

	5.
	Credit Agreement:
	The Third Amended and Restated Credit Agreement dated as of [______] among ACCO BRANDS CORPORATION, ACCO Brands Australian Holding Pty., certain Subsidiaries to Holdings party thereto, the Lenders parties thereto, BANK OF AMERICA, N.A., as Administrative Agent, and the other agents parties thereto (as previously amended by the First Amendment to Second Amended and Restated Credit Agreement, dated July 7, 2015, as further amended by that Second Amendment and Additional Borrower Consent, dated May 1, 2016, as further amended by that Third Amendment to Second Amended and Restated Credit Agreement, dated as of October 21, 2016, and as it may be amended, restated, supplemented or otherwise modified from time to time,  the “Credit Agreement”).

	6.
	Assigned Interest[s]:    As indicated on Schedule I hereto.






Effective Date:  [__________]


[Remainder of page intentionally left blank]


Annex IV - 2
US-DOCS\70473267.13








BANK OF AMERICA, N.A.,
as Assignee


By:_________________________________
Title:







Consented to and Accepted:
BANK OF AMERICA, N.A., as
  Administrative Agent, L/C Issuer and 
  Swing Line Lender


By:_________________________________
Title:




Consented to and Accepted:
ACCO BRANDS CORPORATION
 


By:_________________________________
Title:









Signature Page to Master Assignment and Assumption Agreement
US-DOCS\70473267.13








ANNEX 1


STANDARD TERMS AND CONDITIONS FOR
MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT 


1.  Representations and Warranties.  


1.1.  Assignors.  Each Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest transferred by it hereunder, (ii) such Assigned Interest transferred by it hereunder is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Master Assignment and Assumption (or, if it fails to so execute and deliver this Master Assignment and Assumption Agreement, it acknowledges that it will be deemed to have done so pursuant to Section 11.13 of the Credit Agreement) and to consummate the transactions by it contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Holdings or any of its respective Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Holdings or any of its respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.


1.2.  Assignee.  The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Master Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Sections 11.06(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement (as such Credit Agreement may be further amended, amended and restated or supplemented from time to time) as a Lender thereunder and, to the extent of the applicable Assigned Interests acquired by it hereunder, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been afforded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Master Assignment and Assumption and to purchase such Assigned Interests acquired by it hereunder, independently and without reliance upon the Administrative Agent or any other Lender or the L/C Issuer and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Master Assignment and Assumption and to purchase the Assigned Interest and (vi) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by such Assignee; and (b) agrees that (x) it will, independently and without reliance upon the Administrative Agent, any Assignor or any other Lender or the L/C Issuer, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (y) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 


2.  Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of each Assigned Interest (including payments of principal, interest, fees and other amounts) to the applicable Assignors for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.




Annex 1 - 1


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3.  General Provisions.  This Master Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted under the Credit Agreement.  This Master Assignment and Assumption may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single instrument.  Delivery of an executed counterpart of a signature page of this Master Assignment and Assumption by facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Master Assignment and Assumption.  This Master Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York without regard to principles of conflicts of law that would result in the application of any law other than the law of the State of New York.








Annex 1 - 2


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SCHEDULE I
AUD Term A Loans 
	
			
	ASSIGNOR
	AUD Term A Loans held immediately prior to the Effective Date
	AUD Term A Loans held immediately following the Effective Date

	 
	$ [ _]
	$-

	 
	$ [ _]
	$-






Revolving Credit Commitments/Revolving Credit Loans


	
			
	ASSIGNOR
	Revolving Credit Commitments/Revolving Credit Loans held immediately prior to the Effective Date
	Revolving Credit Commitments/ Revolving Credit Loans held immediately following the Effective Date

	 
	$ [ _]
	$-

	 
	$ [ _]
	$-






[Additional pages shall be attached hereto at the discretion of the Administrative Agent, to the extent deemed necessary or advisable by Administrative Agent to reflect calculation of amounts and percentages of assignments] 










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Schedule 1


Third Restatement Date Commitments




1.    Third Restatement Date Euro Term A Loan Commitments


	
					
	Lender
	Commitment
	Applicable Percentage

	Bank of America, N.A.
	

	€84,658,627.48
	

	28.2195%

	Wells Fargo Bank, National Association
	

	€43,215,840.79
	

	14.4053%

	Barclays Bank PLC
	

	€34,128,468.00
	

	11.3762%

	Compass Bank
	

	€34,128,468.00
	

	11.3762%

	Bank of Montreal
	

	€34,128,468.00
	

	11.3762%

	PNC Bank, National Association
	

	€34,128,468.00
	

	11.3762%

	KeyBank National Association
	

	€18,728,119.16
	

	6.2427%

	Northern Trust Bank
	

	€9,384,764.03
	

	3.1283%

	The Private Bank
	

	€7,498,776.56
	

	2.4996%

	Total
	

	€300,000,000.00
	

	100%






2.    Third Restatement Date Additional Revolving Credit Commitments


	
					
	Lender
	Commitment
	Applicable Percentage

	Bank of America, N.A.
	

	$100,000,000.00
	

	100%

	Total
	

	$100,000,000.00
	

	100%










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SCHEDULE 2


Third Restatement Date Collateral Matters


		
	•
	None.








Schedule 2 


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SCHEDULE 3
 Post-Third Restatement Date Collateral Matters


		
	1.
	Holdings shall and shall cause each Guarantor to within fourteen (14) days after the Third Restatement Date (or such longer period as the Administrative Agent may determine):




		
	a.
	execute, deliver and file amendments to the Mortgages existing prior to the Third Restatement Date in a form acceptable to the Administrative Agent (which amendments shall, among other things, remove from the Obligations secured by the Mortgages those Obligations relating to agreements to provide card services consisting of services related to credit cards, including purchasing and commercial cards, and prepaid cards), together with such title endorsements as are reasonably required to give effect thereto in a form acceptable to the Administrative Agent, together with (x) such owner’s title affidavits as may be reasonably required by the title insurer in substantially the form previously accepted by the title insurer with respect to such Mortgages, including therein any so-called “no-change” survey affidavit and (y) any documents required in connection with the recording of such mortgage amendments and issuance of such endorsements.




Schedule 3


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EXHIBIT A


Third Amended and Restated Credit Agreement


[Separately attached]








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