ex10-1.htm


    EXHIBIT
      10.1

     

    AMENDMENT
      NO. 4
      TO

    CREDIT
      AGREEMENT

     

    Dated
      as of January
      18,
      2008 

     

    AMENDMENT
      NO. 4 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.  Amendments.  As
      of the Effective Date (as defined in Section 2 below), the Credit Agreement
      is
      hereby amended as follows:

     

    (a)           
      the definition of “EBITDA” contained in Section 1.1 of the Credit Agreement is
      hereby amended by (i) deleting the word “and” immediately prior to the reference
      therein to “(ix)” and (ii) adding the following immediately prior to the
      reference therein to “minus”:

     

    “,
      and
      (x) additional cash restructuring and related expenses, charges and losses
      of
      the Company and its Subsidiaries in a cumulative amount not to exceed (A) for
      any measurement period ending on or prior to December 31, 2007, $20,000,000,
      (B)
      for any measurement period ending thereafter, but on or prior to December 31,
      2008, $70,000,000 and (C) for any measurement period ending thereafter, but
      on
      or prior to December 31, 2010, $85,000,000,”

     


    
      
        
          
            	
                     

                  


          

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b)           
      the definition of “Financial Covenant Debt” contained in Section 1.1 of the
      Credit Agreement is hereby deleted and replaced with the
      following:

     

    “Financial
      Covenant Debt” of any Person means the amount of Indebtedness of such
      Person and its Subsidiaries that would, in accordance with GAAP, be required
      to
      be reflected as indebtedness on a Consolidated balance sheet of such Person;
      provided,
      that to the extent not required to be so reflected as indebtedness on such
      balance sheet, all Indebtedness of such Person and its Subsidiaries in respect
      of Permitted Receivables Financing shall be added thereto. 

     

    (c)           
      the reference to“clause (i) of Section 2.9(a) (Mandatory
      Prepayments)” in clause (a) of the definition of “Net Cash Proceeds”
contained in Section 1.1 of the Credit Agreement is hereby deleted and
      replaced
      with “clause (i) of Section 2.9(a)(x) (Mandatory
      Prepayments)”.

     

    (d)           
      clause (c) of the definition of “Permitted Acquisition” contained in Section 1.1
      of the Credit Agreement is hereby deleted and replaced with the
      following:

     

    (c)           
      the Dollar Equivalent of the sum of all consideration payable in connection
      with
      such Proposed Acquisition and all other Permitted Acquisitions consummated
      on or
      prior to the date of the consummation of such Proposed Acquisition (including
      all transaction costs and all Indebtedness, liabilities and Guaranty Obligations
      incurred or assumed in connection therewith or otherwise reflected in a
      Consolidated balance sheet of the Company and the Proposed Acquisition Target
      shall not exceed $100,000,000 in the aggregate (or $150,000,000
      in the aggregate, if at the time of any such Permitted Acquisition on a Pro
      Forma Basis, the Leverage Ratio as of the date of the most recently delivered
      Financial Statements pursuant to Section
      6.1(a) or (b)
      (Financial Statements) would have been less than 3.5 to
      1.0);

     

    (e)           
      Section 1.1 of the Credit Agreement is hereby further amended by adding the
      following new definition thereto in proper alphabetical
      order:

     

    “CLSG
      Business Disposition” means the disposition of all or any portion of the
      Company’s CLSG Segment identified in the Company’s filings with the Securities
      and Exchange Commission beginning on March 28, 2007.

     

    (f)           
      Section 2.9(a) of the Credit Agreement is hereby deleted and replaced with
      the
      following:

     

    “(a)           
      Net
      Cash Proceeds, etc.  The Borrowers shall immediately prepay the
      Loans in accordance with clause
      (c) below:

     

    (x)           
      upon receipt by any Borrower or any of its Subsidiaries of Net Cash Proceeds
      arising from:

     

    (i)           
      subject to clause
      (c) below, any Asset Sale (other than an Asset Sale permitted by clause
      (a), (c), (d), (e), (h),

     


    
      
        
          
            	
                     

                  


          

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    (k),
      (l), (m), (n), (o)
      or (r) of Section
      8.4 (Asset Sales)), or Property Loss Event, in an amount equal to 100% of
      such Net Cash Proceeds in excess of the Dollar Equivalent of $5,000,000 in
      the
      aggregate in any Fiscal Year;

     

    (ii)           
      any Debt Issuance (x) under clause (i) of the definition thereof in an amount
      equal to 100% of such Net Cash Proceeds and (y) under clause (ii) of the
      definition thereof in an amount equal to 50% of such Net Cash Proceeds;
      and

     

    (iii)           
      any Equity Issuance (other than an Excluded Issuance), in an amount equal to
      50%
      of such Net Cash Proceeds; and

     

    (y)           
      in the case of any CLSG Business Disposition, in an amount, if any, necessary
      to
      ensure that the Leverage Ratio on a Pro Forma Basis after giving effect to
      such
      CLSG Business Disposition and any mandatory prepayment required under this
      clause (y), as of the date of the most recently delivered Financial Statements
      pursuant to Section
      6.1(a) or (b)
      (Financial Statements), would not have been greater than the actual
      Leverage Ratio for such date.

     

    (g)           
      Section 8.4 of the Credit Agreement is hereby amended by (i) deleting the word
      “and” as it appears at the end of subsection (p) thereof, (ii) deleting the
      period at the end of subsection (q) thereof and replacing it with “; and” and
      (iii) adding a new subsection (r) thereto, which shall read in its entirety
      as
      follows:

     

    (r)           
      the Company and its Subsidiaries may consummate any Asset Sale that constitutes
      a CLSG Business
      Disposition.

     

    SECTION
      2.  Conditions
      to Effectiveness . This Amendment shall become effective as of December
      31, 2007 (the
      “Effective
      Date”)
      upon the satisfaction of the following conditions:
      (a) the Administrative Agent shall have received counterparts of this Amendment
      executed by the Borrowers and the Requisite Lenders, (b) the Administrative
      Agent shall have received
      a certificate signed by a duly authorized officer of the Company 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 date of such certificate and as of the
      Effective Date as though made on and as of each 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 and (c) the
      Borrowers shall have (i) paid the Administrative Agent all the fees due to
      the
      Administrative Agent, (ii) reimbursed or paid all expenses required to be paid
      or reimbursed by the Borrowers pursuant to the Credit Agreement and Section
      8
      hereof and (iii) paid a fee to each Lender who consents to this Amendment on
      or
      prior to noon, Eastern Standard Time, on January 18, 2008 in an amount equal
      to
      10 basis points of such consenting Lender’s outstanding Revolving Commitments
      and/or Term Loans under the Credit Agreement on the date each of the conditions
      to effectiveness contained in this Section 2 are satisfied.

     


    
      
        
          
            	
                     

                  


          

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    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 referring 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. For the avoidance
      of doubt, this Amendment shall be considered a Loan
      Document.

     

    (c)           
      The execution, delivery and effectiveness of this Amendment shall not 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 . Without duplication of any amounts previously paid or
      reimbursed, 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 ex-

     


    
      
        
          
            	
                  


          

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    penses
      of
      Cahill Gordon & Reindel LLP, counsel to the Administrative Agent 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.

     


    
      
        
          
            	 


          

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    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/Anthony
                Giuliano	 
	 	 	Name:	 
	 	 	Title: 
                Treasurer	 


      

    

     

    
      	 	 	 
	 	 	
               ACCO
                BRANDS EUROPE LTD.,

              
                  
                  as U.K. Borrower

                 

              

            	 
	
               

            	
              By:
                

            	/s/Neal
              V. Fenwick	 
	 	 	Name: 	 
	 	 	Title: 
              Director
              	 


    

     

    
      	 	 	 
	 	 	
               ACCO
                NEDERLAND HOLDINGS B.V.,

              
                  
                  as Dutch Borrower

                 

              

            	 
	
               

            	
              By:
                

            	/s/Mark
              Thomason	 
	 	 	Name: 	 
	 	 	Title:  Head
              of FSSC 	 
	 	 	 	 


    

     

     

    
      
        
          
            	
                     

                  


          

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                 CITICORP
                  NORTH AMERICA, INC.,  

                
                    
                    as Administrative Agent 

                   

                

              	 
	
                 

              	
                By:
                  

              	/s/Christopher
                Murphy	 
	 	 	Name: 	 
	 	 	Title:  Managing
                Director 	 
	 	 	 	 




        
          
            
              
                	 


              

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                  [LENDERS]

                

                 

              	 
	
                 

              	
                By:
                  

              	 	 
	 	 	Name: 	 
	 	 	Title:  	 
	 	 	 	 



        
          
            
              
                	 


              

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