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                                                                    EXHIBIT 10

                           GENERAL BINDING CORPORATION
                THIRD AMENDMENT TO MULTICURRENCY CREDIT AGREEMENT


         This Third Amendment to Multicurrency Credit Agreement (herein, the
"Amendment") is entered into as of March 31, 1999, between General Binding
Corporation, a Delaware corporation (the "Company"), each Borrowing Subsidiary
party to the Credit Agreement (as such term is defined below), each of the Banks
party to such Credit Agreement, Harris Trust and Savings Bank, as a Bank and in
its capacity as agent under the Credit Agreement (the "Administrative Agent")
and LaSalle National Bank, The First National Bank of Chicago, The Bank of New
York and Credit Agricole Indosuez, each as a Bank and in their respective
capacities as Co-Agents under the Credit Agreement.


                             PRELIMINARY STATEMENTS

          A. The Company and the Banks entered into a certain Multicurrency
Credit Agreement, dated as of January 13, 1997 (as amended, the "Credit
Agreement"). All capitalized terms used herein without definition shall have the
same meanings herein as such terms have in the Credit Agreement.

          B. The Company has requested that the Banks consent to an increase in
the Domestic Swing Line Commitment and the Multicurrency Swing Line Commitment,
amend certain covenants, add and amend certain definitions and make certain
other amendments to the Credit Agreement, and the Banks are willing to do so
under the terms and conditions set forth in this Amendment.

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

SECTION 1.    AMENDMENTS.

         Subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement shall be and hereby is amended as follows:

                   (a) The definition of Eurocurrency Margin appearing in
         Section 1.3(b) of the Credit Agreement is hereby amended in its
         entirety and as so amended is restated to read as follows:

                  "Eurocurrency Margin" means (a) for each Eurocurrency Bid Loan
                  the percentage agreed to pursuant to Section 2.4 hereof and
                  (b) for each Committed Eurocurrency Loan, 1.150% per annum
                  from and including the Third Amendment Effective Date until
                  the next Pricing Date and thereafter from, and including, one
                  Pricing Date to, but not including, the next a rate per annum
                  determined in accordance with the following schedule:




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                           Level:                  Eurocurrency Margin:

                           Level I                        0.525%
                           Level II                       0.575%
                           Level III                      0.625%
                           Level IV                       0.825%
                           Level V                        0.950%
                           Level VI                       1.150%
                           Level VII                      1.350%
                           Level VIII                     1.375%

                           The Company acknowledges that a Leverage Ratio within
                  Level VIII constitutes an Event of Default.

                   (b)     Section 5.2 of the Credit Agreement shall be amended
         and  restated in its  entirety to read as follows:

                           "Section 5.2. Minimum Borrowing Amount. Each
                  Borrowing of Domestic Rate Loans (other than a Borrowing of
                  Domestic Swing Line Loans) shall be in an amount not less than
                  $3,000,000 and in integral multiples of $100,000. Each
                  Borrowing of Domestic Swing Line Loans shall be in a minimum
                  amount of $100,000. Each Borrowing of Eurocurrency Loans
                  (other than a Borrowing of Multicurrency Swing Line Loans)
                  shall be (x) if denominated in U.S. Dollars, in an amount not
                  less than $10,000,000 and in integral multiples of $100,000
                  and (y) if denominated in an Alternative Currency, in an
                  amount not less than an Original Dollar Amount of $5,000,000
                  and in integral multiples of 100,000 units of the relevant
                  currency. Each Borrowing of Multicurrency Swing Line Loans
                  shall be in an amount not less than an Original Dollar Amount
                  of $500,000. Each Borrowing of Bid Loans shall be in an amount
                  not less than an Original Dollar Amount of $3,000,000. There
                  is no requirement that Borrowings of Swing Line Loans or Bid
                  Loans which exceed such minimum amounts be in any particular
                  multiple."

                   (c) The following definitions appearing in Section 8 of the
         Credit Agreement shall be amended in their entirety and as so amended
         shall be restated to read as follows:

                           "Alternative Currency" means (i) any of Euros,
                  Belgian Francs, Deutsche Marks, Dutch Guilders, Japanese Yen,
                  Pounds Sterling, Spanish Pesetas, Australian Dollars, Canadian
                  Dollars, French Francs, Italian Lira, Swiss Francs, Austrian
                  Shillings, New Zealand Dollars, Singapore Dollars, Swedish
                  Krona, Irish Punts and Portuguese Escudos (collectively, the
                  "Designated Alternative Currencies") and (ii) any other
                  currency available to each Bank



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                  (each such other non-designated currency being hereinafter
                  referred to as an "Other Alternative Currency"), in each case
                  for so long as such Designated Alternative Currency and Other
                  Alternative Currency, as the case may be, is freely
                  transferable and freely convertible to U.S. Dollars and the
                  Dow Jones Telerate Service or Reuters monitor Money Rates
                  Service (or any successor to either) reports a LIBOR for such
                  currency for interest periods of one, two, three and six
                  calendar months; provided, however, that availability of each
                  Other Alternative Currency is subject to the additional
                  conditions that (a) the Company has made written request on
                  the Administrative Agent to add such currency as an Other
                  Alternative Currency (the Administrative Agent to promptly
                  notify the Banks of each such request and the proposed
                  effective date of such currency's inclusion as an Other
                  Alternative Currency), (b) such currency shall, subject to the
                  other provisions of this definition, constitute an Other
                  Alternative Currency effective on the date ten (10) Business
                  Days following such notice by the Administrative Agent to the
                  Banks of the Company's request for such new currency, (c) such
                  amendments, modifications or supplements are made to this
                  Agreement as the Administrative Agent determines are necessary
                  or appropriate (if any) to give effect to the borrowing and
                  funding of Loans in such Other Alternative Currency and (d)
                  such additional currency shall no longer be available if any
                  of the Banks notifies the Administrative Agent that in the
                  judgment of such Bank, it is impossible, illegal or
                  impracticable for such Bank to make or participate in Loans in
                  such Other Alternative Currency or that in the judgment of
                  such Bank, additional costs or expenses will be incurred by
                  such Bank or additional taxes, charges or other impositions
                  will be imposed on such Bank (such as withholding taxes of the
                  type described in Section 17.1(a) hereof) as a result of
                  making or participating in Loans in such Other Alternative
                  Currency disbursed or payable in the United States or any
                  Approved Jurisdiction.

                           "Alternative Swing Line Currency" means any of Euros,
                  Deutsche Marks, Dutch Guilders, Pounds Sterling, French
                  Francs, Swiss Francs and Austrian Shillings, in each case for
                  so long as such currency constitutes an Alternative Currency;
                  provided, however, that availability of each Alternative Swing
                  Line Currency is subject to the additional conditions that (a)
                  the Multicurrency Swing Line Bank has not notified the
                  Administrative Agent that in the judgment of the Multicurrency
                  Swing Line Bank, it is impossible, illegal or impracticable
                  for such Bank to make Multicurrency Swing Line Loans in such
                  Alternative Swing Line Currency or that in the judgment of the
                  Multicurrency Swing Line Bank, additional costs or expenses
                  will be incurred by such Bank





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                  or additional taxes, charges or other impositions will be
                  imposed on such Bank (such as withholding taxes of the type
                  described in Section 17.1(a) hereof) as a result of making
                  Multicurrency Swing Line Loans in such Alternative Swing Line
                  Currency disbursed or payable in the United States or any
                  Approved Jurisdiction and (b) such amendments, modifications
                  or supplements are made to this Agreement as the
                  Administrative Agent and Multicurrency Swing Line Bank
                  determine are necessary or appropriate (if any) to give effect
                  to the borrowing and funding of Multicurrency Swing Line Loans
                  in such Alternative Swing Line Currency.

                           "Approved Jurisdictions" means Austria, Australia,
                  Belgium, Canada, Germany, Holland, the Republic of Ireland,
                  Italy, Japan, New Zealand, Singapore, Sweden, Portugal, Spain,
                  Switzerland and the United Kingdom and such other
                  jurisdictions as the Company requests from time to time in
                  writing; provided, however, that the addition of any Approved
                  Jurisdiction not specifically listed above in this sentence is
                  subject to the additional conditions that (a) the Company has
                  made written request on the Administrative Agent to add such
                  jurisdiction as an Approved Jurisdiction (the Administrative
                  Agent to promptly notify the Banks of each such request and
                  the proposed effective date of such jurisdiction's inclusion
                  as an Approved Jurisdiction), (b) such jurisdiction shall,
                  subject to the other provisions of this definition, constitute
                  an Approved Jurisdiction effective on the date ten (10)
                  Business Days following such notice by the Administrative
                  Agent to the Banks of the Company's request for such new
                  jurisdiction, (c) such amendments, modifications or
                  supplements are made to this Agreement as the Administrative
                  Agent determines are necessary or appropriate (if any) to give
                  effect to the addition of such Approved Jurisdiction and (d)
                  such additional jurisdiction shall no longer be an Approved
                  Jurisdiction if any of the Banks notifies the Administrative
                  Agent that in the judgment of such Bank, it is impossible,
                  illegal or impracticable for such Bank to make or participate
                  in Loans disbursed or payable in such Approved Jurisdiction or
                  that in the judgment of such Bank, additional costs or
                  expenses will be incurred by such Bank or additional taxes,
                  charges or other impositions will be imposed on such Bank
                  (such as withholding taxes of the type described in Section
                  17.1(a) hereof) as a result of making or participating in
                  Loans disbursed or payable in such Approved Jurisdiction.

                           "Business Day" means any day other than a Saturday or
                  Sunday on which banks are not authorized or required to close
                  in Chicago, Illinois and, if the applicable Business Day
                  relates to the borrowing or payment of a Eurocurrency Loan
                  denominated in




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                  U.S. Dollars, on which banks are dealing in U.S. Dollar
                  deposits or the relevant Alternative Currency in the interbank
                  market in London, England and, if the applicable Business Day
                  relates to the borrowing or payment of a Eurocurrency Loan
                  denominated in an Alternative Currency (other than Euros), on
                  which banks and foreign exchange markets are open for business
                  in the city where disbursements of or payments on such Loan
                  are to be made and, if the applicable Business Day relates to
                  the borrowing or payment of a Eurocurrency Loan denominated in
                  Euros, on which banks and foreign exchange markets are open
                  for business in the city where disbursements of or payments on
                  such Loan are to be made which is a TARGET Day.

                           "Consolidated EBITDA" means, for any period,
                  determined on a consolidated basis for the Company and its
                  Subsidiaries in accordance with GAAP, (i) earnings before
                  income taxes for such period, plus (ii) Consolidated Interest
                  Expense for such period, plus (iii) the amount of all
                  depreciation and amortization expense deducted in determining
                  earnings for such period, minus (iv) net earnings for such
                  period of any unconsolidated Person in which the Company or
                  any Subsidiary has an ownership interest, unless such earnings
                  are received in cash pursuant to a dividend distribution (or
                  equivalent distribution in the event of one made by a Person
                  other than a corporation) received by the Company, any
                  Borrower or any Guarantor, plus (v) net losses for such period
                  of any unconsolidated Person in which the Company or any
                  Subsidiary has an ownership interest to the extent such losses
                  are deducted in determining earnings for such period in an
                  amount in excess of any increase during such period in
                  Investments of the Company and its Subsidiaries in such
                  Person; provided, however, that notwithstanding anything in
                  this definition to the contrary: (a) non-cash gains and
                  non-cash losses on sales or other dispositions of assets of
                  the Company and its Subsidiaries outside the ordinary course
                  of their business shall be given no effect in determining
                  Consolidated EBITDA; and (b) if an Acquisition or Divestiture
                  occurs at any time during such period, Consolidated EBITDA
                  shall be calculated on a proforma basis to include (in the
                  case of an Acquisition) or exclude (in the case of a
                  Divestiture) earnings reasonably allocable to the acquired (or
                  divested) Person or business, as the case may be, for the
                  entire period as if such Acquisition or Divestiture had taken
                  place on the first day of such period, all as reasonably
                  calculated by the Company based on historical operations
                  (including, but not limited to, operations conducted during
                  such quarter) and reasonably calculated adjustments due to
                  anticipated operational changes. Notwithstanding anything
                  contained herein to the contrary, to the



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                  extent deducted in computing Consolidated EBITDA for any
                  period, the Fiscal Year 1999 Charges shall be added back to
                  each such computation of Consolidated EBITDA for the relevant
                  period.


                           "Domestic Swing Line Commitment" means $35,000,000,
                  as such amount may be reduced pursuant to Section 5.7 hereof.


                           "Leverage Ratio" means, as of any time the same is to
                  be determined, the ratio of (a) the amount (but in no event
                  less than $1) by which (i) Consolidated Debt at such time
                  exceeds (ii) the lesser of (A) the amount of Permitted Cash
                  Equivalents then on hand in excess of $7,000,000 or (B)
                  $18,000,000 to (b) Consolidated EBITDA for the four then most
                  recently completed fiscal quarters of the Company.


                           "Multicurrency Swing Line Commitment" means
                  $35,000,000, as such amount may be reduced pursuant to Section
                  5.7 hereof.


                   (d) Section 5.4 of the Credit Agreement shall be amended by
         adding new subsections (d) and (e) at the end thereof which shall be
         stated to read as follows:


                           "(d) Additional Mandatory Prepayment. If the
                  aggregate U.S. Dollar Equivalent or Original Dollar Amount of
                  outstanding Loans and L/C Obligations in each case denominated
                  in the same Alternative Currency less in each case the
                  aggregate amount cash held by the Administrative Agent in the
                  cash collateral account described in Section 5.4(e) below (to
                  the extent in excess of any amount so held as cash collateral
                  pursuant to Section 5.4(e) below with respect to any other
                  Alternative Currency) shall at any time for any reason exceed
                  the Foreign Currency Sub-Limit (if any) for such Alternative
                  Currency (any such excess being herein referred to as the
                  "Foreign Currency Excess"), the Company shall, within two (2)
                  Business Days, pay the amount of such Foreign Currency Excess
                  to the Administrative Agent for the ratable benefit of the
                  Banks as a prepayment of such Loans (to be applied to such
                  Loans as the Company shall direct at the time of such payment)
                  and, if necessary, a prefunding of such Letters of Credit.
                  Immediately upon determining the need to make any such
                  prepayment, the Company shall notify the Administrative Agent
                  of such required prepayment. Each such prepayment shall be
                  accompanied by a




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                  payment of all accrued and unpaid interest on the Loans
                  prepaid and shall be subject to Section 5.8.

                           (e) Cash Collateral Option. Notwithstanding the
                  foregoing, if and so long as no Default or Event of Default
                  has occurred and is continuing, if and to the extent a
                  mandatory prepayment required under this Section 5.4 would
                  otherwise be applied against any Eurocurrency Loan denominated
                  in an Alternative Currency, the Company may, in lieu of making
                  such prepayment, remit to the Administrative Agent an amount
                  in U.S. Dollars which is the then U.S. Dollar Equivalent of
                  such prepayment, which remittance shall be held in a cash
                  collateral account maintained by the Company with the
                  Administrative Agent (such account to be analogous to the
                  Account identified and defined in Section 13.4(b) hereof
                  except that the Administrative Agent shall purchase, on the
                  last day of the Interest Period then applicable to such
                  Eurocurrency Loan (or if earlier and the Administrative Agent
                  so elects, the first Business Day immediately following the
                  occurrence of any Default or Event of Default) the greatest
                  amount of Alternative Currency (but in no event greater than
                  the amount necessary to make such prepayment) which the
                  Administrative Agent can, in accordance with its normal
                  banking procedures, purchase (after any premium and costs of
                  exchange) with the cash so held in such cash collateral
                  account, for delivery on the date of such purchase and apply
                  the amount of Alternative Currency so purchased to reduce the
                  principal of such Eurocurrency Loan. Notwithstanding anything
                  herein to the contrary, to the extent the Company has so
                  provided cash collateral to the Administrative Agent in lieu
                  of making a prepayment required under Section 5.4(d) above on
                  a Eurocurrency Loan denominated in an Alternative Currency, if
                  at any time prior to the aforesaid conversion of such sum to
                  such Alternative Currency and the application of such sum in
                  reduction of such Eurocurrency Loan, the Administrative Agent
                  determines that no Foreign Currency Excess exists (whether by
                  virtue of exchange rate fluctuation or a payment on the
                  relevant Eurocurrency Loans), the Administrative Agent shall
                  release such cash from the cash collateral account upon the
                  Company's request to the extent that after giving effect to
                  such release, no Foreign Currency Excess, Default or Event of
                  Default would exist.

                   (e) The following definitions shall be added to Section 8 of
         the Credit Agreement in the appropriate alphabetical locations:

                           "Divestiture" means any transaction or series of
                  related transactions, by which the Company or any of the
                  Subsidiaries




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                  sells or otherwise disposes of (i) any going business, line of
                  business or all or substantially all of the assets of any
                  Subsidiary or (ii) any Subsidiary.

                           "EMU" means economic and monetary union as
                  contemplated  in the Treaty on European Union.

                           "EMU Commencement" means January 1, 1999 (the date of
                  commencement of the third stage of EMU).

                           "EMU Legislation" means legislative measures of the
                  European Council for the introduction of, changeover to or
                  operation of a single or unified European currency (whether
                  known as the "euro", "euros" or otherwise), being in part the
                  implementation of the third stage of EMU.

                           "Euro" means the single currency of Euro Members of
                  the European Union.

                           "Euro Member" means each state described as a
                  "participating member state" in any EMU Legislation.

                           "Euro Unit" means the currency unit of Euros.

                           "Fiscal Year 1999 Charges" means up to $7,500,000
                  attributable to those certain non-recurring non-cash charges
                  and up to $15,000,000 attributable to those certain
                  non-recurring cash charges, in each case incurred under the
                  expense reduction/restructuring program of the Company in the
                  relevant period during the Company's fiscal year ended
                  December 31, 1999. Any foregoing cash and non-cash charges not
                  classified as "restructuring charges" in accordance with GAAP
                  must be one-time expenses reasonably deemed to have been
                  incurred as a result of such expense reduction/restructuring
                  program, and such expenses must be reported by the Company in
                  reasonable detail in separate schedules accompanying the
                  Compliance Certificates required by Section 12.6 hereof for
                  each of the fiscal quarters in which such expenses are
                  incurred.

                           "Foreign Currency Sub-Limit" means $15,000,000 with
                  respect to New Zealand Dollars and $15,000,000 with respect to
                  Portuguese Escudos or any amount set by the Required Banks for
                  any Other Alternative Currency in a written notice from the
                  Administrative Agent to the Company.




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                           "Hedging Liability" means the liabilities of one or
                  more of the Borrowers or one or more of the Subsidiaries to
                  the Banks or any of them or to any of their Affiliates arising
                  in connection with any one or more interest rate swaps,
                  interest rate caps, interest rate collars or other interest
                  rate hedging arrangements from time to time entered into by
                  any Borrower or any Subsidiary with any Bank or any Affiliate
                  of any Bank. Unless and until the amount of the Hedging
                  Liability is fixed and determined, the Hedging Liability shall
                  be deemed to be the market value of the hedge from the date of
                  computation to the date the hedge expires.

                            "Net Equity Proceeds" means the proceeds received in
                  consideration of the issuance and sale of equity securities by
                  the Company or any Subsidiary, net of reasonable underwriting
                  discounts and commissions and other reasonable costs directly
                  incurred and payable as a result thereof.

                           "Permitted Cash Equivalents" means, to the extent
                  held in accounts within the United States: debt securities
                  which constitute direct obligations of any government,
                  commercial paper, certificates of deposit, banker's
                  acceptances, repurchase agreements with respect to government
                  securities and any other investments that would reasonably be
                  considered cash equivalents of like kind and nature.

                           "TARGET Day" means any day on which the
                  Trans-European Automated Realtime Gross Settlement Express
                  Transfer system is operating.

                           "Third Amendment Effective Date" means March 31,
                  1999.

                           "Treaty on European Union" means the Treaty of Rome
                  of March 25, 1957, as amended by the Single European Act of
                  1986 and the Maastricht Treaty (which was signed at Maastricht
                  on February 7, 1992, and came into force on November 1, 1993,
                  as amended from time to time).

                           "Year 2000 Problem" means any significant risk that
                  computer hardware, software, or equipment containing embedded
                  microchips essential to the business or operations of the
                  Company or any of its Subsidiaries will not, in the case of
                  dates or time periods occurring after December 31, 1999,
                  function at least as efficiently and reliably as in the case
                  of times or time periods occurring before January 1, 2000,
                  including the making of accurate leap year calculations.



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                   (f) Section 9 of the Credit Agreement shall be amended by
         adding thereto a new Section 9.16 which reads as follows:

                           "Section 9.16. Year 2000 Compliance. The Company is
                  conducting a comprehensive review and assessment of all areas
                  within its and each of its Subsidiaries' business and
                  operations (including, to the extent the Company deems
                  appropriate, those areas affected by suppliers, vendors and
                  customers) reasonably expected to be affected by any defect in
                  computer software, data bases, hardware, controls and
                  peripherals related to the occurrence of the year 2000 or the
                  use at any time of any date which is before, on and after
                  December 31, 1999, in connection therewith. Based on the
                  foregoing review, assessment and inquiry, the Company believes
                  that no such defect could reasonably be expected to have a
                  Material Adverse Effect."

                   (g) Section 11.2(d) of the Credit Agreement shall be amended
         by (i) deleting the reference to "and" appearing at the end of
         subsection (iv) thereof, (ii) renumbering subsection (v) thereof to new
         subsection (vi) and (iii) insert a new subsection (v) which shall be
         stated to read as follows:

                           "(v) neither the Original Dollar Amount nor the U.S.
                  Dollar Equivalent of all Loans and L/C Obligations denominated
                  in an Alternative Currency and outstanding hereunder shall
                  exceed the Foreign Currency Sub-Limit (if any) for such
                  Alternative Currency,"

                   (h) Section 12.15 of the Credit Agreement shall be amended in
         its entirety and as so amended shall be restated to read as follows:

                           "Section 12.15. Consolidated Shareholder's Equity.
                  The Company will, as of the close of each fiscal quarter of
                  the Company, maintain a Consolidated Shareholder's Equity of
                  not less than the Minimum Required Amount. For purposes of
                  this section, the "Minimum Required Amount" shall mean
                  $134,114,000 and shall increase (but not decrease) (x) as of
                  December 31, 1996 and each fiscal quarter thereafter, by an
                  amount equal to 50% of the cumulative positive Consolidated
                  Net Income earned for the fiscal quarter of the Company then
                  ended (but with each such fiscal quarter taken separately,
                  without reduction in the Minimum Required Amount for any
                  negative Consolidated Net Income for any fiscal quarter) and
                  (y) as of each issuance and sale of any equity securities by
                  the Company or any Subsidiary, by an amount equal to 80% of
                  the Net Equity Proceeds generated from such sale. For purposes
                  of this Section, Consolidated Shareholder's Equity shall be
                  determined exclusive



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                  of changes from and after September 30, 1996 in the foreign
                  currency translation adjustment under Financial Accounting
                  Standards Board Statement No. 52 as in effect from time to
                  time."

                   (i)     Sections 12.17 and 12.18 of the Credit Agreement
         shall be amended in their entirety to be and to read as follows:

                           "Section 12.17. Leverage Ratios. (a) Leverage Ratio.
                  The Company shall not, as of the close of any fiscal quarter
                  of the Company set forth below, permit the Leverage Ratio to
                  be more than the amount set forth to the right of such closing
                  date:

                  As of Close of Each Fiscal Quarter Ending During Period:

<TABLE>
<CAPTION>
                                                                         Leverage Ratio Shall
                  From and Including         To and Including              Not be More Than:
                  ------------------         ----------------              -----------------
                  <S>                      <C>                           <C>
                 1st fiscal quarter of     4th fiscal quarter of                5.00 to 1
                   fiscal year 1999           fiscal year 1999

                 1st fiscal quarter of      4th fiscal quarter of               4.50 to 1
                   fiscal year 2000           fiscal year 2000

                 1st fiscal quarter of      each fiscal quarter                 4.25 to 1
                   fiscal year 2001             thereafter
</TABLE>


                           (b) Senior Leverage Ratio. The Company shall not, as
                  of the close of any fiscal quarter of the Company set forth
                  below, permit the Senior Leverage Ratio to be more than the
                  amount set forth to the right of such closing date:



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<PAGE>   12

                  As of Close of Each Fiscal Quarter Ending During Period:


<TABLE>
<CAPTION>
                                                                             Leverage Ratio Shall
                         From and Including         To and Including           Not be More Than:
                         ------------------         ----------------           -----------------
                         <S>                     <C>                           <C>
                        1st fiscal quarter of    4th fiscal quarter of             3.75 to 1
                          fiscal year 1999          fiscal year 1999

                        1st fiscal quarter of    4th fiscal quarter of             3.25 to 1
                          fiscal year 2000          fiscal year 2000

                         1st fiscal quarter       each fiscal quarter              3.00 to 1
                         of fiscal year 2001           thereafter
</TABLE>


                           Section 12.18. Interest Coverage Ratio. The Company
                  shall not, as of the close of any fiscal quarter of the
                  Company set forth below, permit the Interest Coverage Ratio to
                  be less than the amount set forth to the right of such closing
                  date:

                  As of Close of each Fiscal Quarter Ending During Period:


<TABLE>
<CAPTION>
                                                                          Interest Coverage Ratio
                                                                                   Shall
                    From and Including           To and Including            Not be Less Than:
                    ------------------           ----------------            -----------------
                   <S>                         <C>                        <C>
                   1st fiscal quarter of       4th fiscal quarter of             2.50 to 1
                     fiscal year 1999                 fiscal
                                                     year 2000

                   1st fiscal quarter of        each fiscal quarter             2.75 to 1
                     fiscal year 2001               thereafter
</TABLE>


                   (j) Section 12 of the Credit Agreement shall be amended by
         adding thereto new Sections 12.25 and 12.26 which shall read as
         follows:

                           "Section 12.25. Year 2000 Assessment. The Company
                  shall complete on a timely basis the review and assessment of
                  its business and operations referred to in Section 9.16 hereof
                  and use reasonable efforts to assure that its computer-based
                  and other systems (and those of all Subsidiaries) are able to
                  effectively process dates, including dates before, on and
                  after January 1, 2000, without experiencing any Year 2000
                  Problem that could





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<PAGE>   13

                  reasonably be expected to cause a Material Adverse Effect. At
                  the request of the Administrative Agent, the Company will
                  provide the Administrative Agent with such written reports and
                  information (including, but not limited to, the results of
                  internal or external audit reports prepared in the ordinary
                  course of business) reasonably acceptable to the
                  Administrative Agent as to the capability of the Company and
                  its Subsidiaries to conduct its and their businesses and
                  operations before, on and after January 1, 2000, without
                  experiencing a Year 2000 Problem causing a Material Adverse
                  Effect.

                           Section 12.26. European Monetary Union. (a) If, as a
                  result of the EMU Commencement, (i) any Alternative Currency
                  ceases to be lawful currency of the state issuing the same and
                  is replaced by Euros or (ii) any Alternative Currency and
                  Euros are at the same time both recognized by the central bank
                  or comparable governmental authority of the state issuing such
                  currency as lawful currency of such state, then any amount
                  payable hereunder by any party hereto in such Alternative
                  Currency (including, without limitation, any Loan to be made
                  under this Agreement) shall instead be payable in Euros and
                  the amount so payable shall be determined by redenominating or
                  converting such amount into Euros at the exchange rate
                  officially fixed by the European Central Bank for the purpose
                  of implementing the EMU, provided, that to the extent any EMU
                  Legislation provides that an amount denominated either in
                  Euros or in the applicable Alternative Currency can be paid
                  either in Euros or in the applicable Alternative Currency,
                  each party to this Agreement shall be entitled to pay or repay
                  such amount in Euros or in the applicable Alternative
                  Currency. Prior to the occurrence of the event or events
                  described in clause (i) or (ii) of the preceding sentence,
                  each amount payable hereunder in any such Alternative Currency
                  will, except as otherwise provided herein, continue to be
                  payable only in that Alternative Currency.

                           (b) The Company (acting on behalf of the Borrowers)
                  shall from time to time, at the request of the Administrative
                  Agent, pay to the Administrative Agent for the account of each
                  Bank the amount of any cost or increased cost incurred by, or
                  of any reduction in any amount payable to or in the effective
                  return on its capital to, or of interest or other return
                  foregone by, such Bank or any holding company of such Bank as
                  a result of the introduction of, changeover to or operation of
                  Euros in any applicable state to the extent reasonably
                  attributable to such Bank's obligations hereunder or for the
                  credit which is the subject matter hereof; provided, however,
                  that (a) such Bank shall promptly notify the




                                      -13-
<PAGE>   14


                  Company of an event which might cause it to seek compensation,
                  and the Company shall be obligated to pay only such
                  compensation which is incurred or which arises after the date
                  ninety (90) days prior to the date such notice is given and
                  (b) such Bank shall not be entitled to make such a claim for
                  compensation if the Bank has not generally been making claims
                  for compensation under similar circumstances from other
                  borrowers similarly situated under loan agreements with
                  provisions comparable to this Section entitling the Bank to
                  make such a claim. In the event any circumstance arises by
                  virtue of which a Bank is determined to be entitled to a
                  refund for any amount or amounts which were paid or reimbursed
                  by the Company to such Bank hereunder, such Bank shall refund
                  such amount or amounts to the Company without interest. Each
                  Bank that determines to seek compensation under this Section
                  12.26(b) shall notify the Company and the Administrative Agent
                  of the circumstances that entitle the Bank to such
                  compensation pursuant to this Section 12.26(b) and will
                  designate a different Lending Office if such designation will
                  avoid the need for, or reduce the amount of, such compensation
                  and will not, in the judgment of such Bank, be otherwise
                  impractical or disadvantageous in any material respect to such
                  Bank. A certificate of any Bank claiming compensation under
                  this Section 12.26(b) and setting forth the additional amount
                  or amounts to be paid to it hereunder shall be conclusive in
                  the absence of demonstrable error. In determining such amount,
                  such Bank may use any reasonable averaging and attribution
                  methods. The protection of this Section 12.26(b) shall be
                  available to each Bank regardless of any possible contention
                  of the invalidity or inapplicability of any law, regulation or
                  other condition which shall give rise to any demand by such
                  Bank for compensation.

                           (c) With respect to the payment of any amount
                  denominated in Euros or in any Alternative Currency, the
                  Administrative Agent shall not be liable to the Company
                  (acting on behalf of the Borrowers) or any of the Banks in any
                  way whatsoever for any delay, or the consequences of any
                  delay, in the crediting to any account of any amount required
                  by this Agreement to be paid by the Administrative Agent if
                  the Administrative Agent shall have taken all relevant steps
                  to achieve, on the date required by this Agreement, the
                  payment of such amount in immediately available, freely
                  transferable, cleared funds (in the Euro Unit or, as the case
                  may be, in any Alternative Currency) to the account with the
                  bank in the principal financial center in the Euro Member
                  which the Company (acting on behalf of the Borrowers) or, as
                  the case may be, any Bank shall have specified for such
                  purpose. In this paragraph (c), "all relevant steps" means all
                  such steps as may



                                      -14-
<PAGE>   15


                  be prescribed from time to time by the regulations or
                  operating procedures of such clearing or settlement system as
                  the Administrative Agent may from time to time determine for
                  the purpose of clearing or settling payments of Euros.

                           (d) If the basis of accrual of interest or fees
                  expressed in this Agreement with respect to the currency of
                  any state that becomes a Euro Member shall be inconsistent
                  with any convention or practice in the London interbank market
                  for the basis of accrual of interest or fees in respect of
                  Euros, such convention or practice shall replace such
                  expressed basis effective as of and from the date on which
                  such state becomes a Euro Member; provided, that if any Loan
                  in the currency of such state is outstanding immediately prior
                  to such date, such replacement shall take effect, with respect
                  to such Loan, at the end of the then current Interest Period.

                           (e) In addition, the Company (acting on behalf of the
                  Borrowers) and the Administrative Agent shall enter into
                  negotiations in good faith, if and to the extent necessary, to
                  amend this Agreement (including, without limitation, the
                  definition of Eurocurrency Loan) to reflect such EMU
                  Commencement and change in currency and to put the Banks and
                  the Borrowers in the same position, so far as possible, that
                  they would have been in if such implementation and change in
                  currency had not occurred. The parties hereto acknowledge and
                  agree that if, within sixty (60) days of the commencement of
                  such negotiations, the Company (acting on behalf of the
                  Borrowers) and the Administrative Agent fail to reach
                  agreement regarding any such amendments, then the provisions
                  of Section 14.2 hereof shall be deemed operative and, until
                  such an agreement is reached, the obligations of the Banks to
                  make Eurocurrency Loans in Euros or any other Alternative
                  Currency issued by a Euro Member shall be suspended. Except as
                  provided in the foregoing provisions of this Section 12.26, no
                  such implementation or change in currency nor any economic
                  consequences resulting therefrom shall (i) give rise to any
                  right to terminate prematurely, contest, cancel, rescind,
                  alter, modify or renegotiate the provisions of this Agreement
                  or (ii) discharge, excuse or otherwise affect the performance
                  of any obligations of the Borrowers under this Agreement, any
                  Notes or any other Loan Documents."

                   (k) Section 16.1 of the Credit Agreement shall be amended in
         its entirety and as so amended shall be restated to read as follows:

                           "Section 16.1. The Guarantees. To induce the Banks to
                  provide the credits described herein and in consideration of



                                      -15-
<PAGE>   16


                  benefits expected to accrue to each Guarantor by reason of the
                  Commitments and for other good and valuable consideration,
                  receipt of which is hereby acknowledged, each Guarantor hereby
                  unconditionally, irrevocably and jointly and severally
                  guarantees to each Agent, the Banks, and each other holder of
                  an obligation hereby guaranteed, the due and punctual payment
                  of (i) all present and future indebtedness of the Borrowers
                  and any one or more of them evidenced by or arising out of the
                  Credit Documents, including, but not limited to, the due and
                  punctual payment of principal of and interest on the Notes and
                  the due and punctual payment of all other Obligations now or
                  hereafter owed by the Borrowers and any one or more of them
                  under the Credit Documents as and when the same shall become
                  due and payable, whether at stated maturity, by acceleration
                  or otherwise, according to the terms hereof and thereof and
                  (ii) any Hedging Liability. If any Borrower or Guarantor fails
                  to pay punctually any indebtedness or other obligations
                  guaranteed hereby, each Guarantor hereby unconditionally
                  agrees jointly and severally to make such payment or to cause
                  such payment to be made punctually as and when the same shall
                  become due and payable, whether at stated maturity, by
                  acceleration or otherwise, and as if such payment were made by
                  such Borrower or Guarantor."

                   (l) Exhibit C to the Credit Agreement shall be and hereby is
         amended and as so amended shall be restated in its entirety to read as
         set forth on Schedule One hereto.

                   (m) Schedule 9.2 of the Credit Agreement shall be and hereby
         is amended and as so amended shall read as set forth on Schedule Two
         attached hereto.

SECTION 2.           CONDITIONS PRECEDENT.

         The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:

                   (a) Each Borrower, each Guarantor and the Required Banks
         shall have executed and delivered this Amendment.

                   (b) The Administrative Agent shall have received a new
         promissory note from the Company and each Borrowing Subsidiary for the
         Domestic Swing Line Bank in the form contemplated by the Credit
         Agreement after giving effect to this amendment.

                   (c) All legal matters with respect to this Amendment have
         been resolved in a manner reasonably satisfactory to the Administrative
         Agent.

Upon the satisfaction of such conditions precedent, this Amendment shall be
effective as of the Third Amendment Effective Date.




                                      -16-
<PAGE>   17


SECTION 3.           REPRESENTATIONS.

         In order to induce the Banks to execute and deliver this Amendment, the
Company hereby represents to each Bank that as of the date hereof, after giving
effect to this Amendment, the representations and warranties set forth in
Section 9 of the Credit Agreement are and shall be and remain true and correct
(except that the representations contained in Section 9.4 shall be deemed to
refer to the most recent financial statements of the Company delivered to the
Administrative Agent) and the Company is in full compliance with all of the
terms and conditions of the Credit Agreement and no Default or Event of Default
has occurred and is continuing under the Credit Agreement.

SECTION 4.           MISCELLANEOUS.

         (a) Except as specifically amended herein or waived hereby, the Credit
Agreement shall continue in full force and effect in accordance with its
original terms. Reference to this specific Amendment need not be made in the
Credit Agreement, the Notes, or any other instrument or document executed in
connection therewith, or in any certificate, letter or communication issued or
made pursuant to or with respect to the Credit Agreement, any reference in any
of such items to the Credit Agreement being sufficient to refer to the Credit
Agreement as amended hereby.

         (b) By executing this Amendment in the place provided for that purpose
below, each Guarantor hereby consents to the Amendment to the Credit Agreement
as set forth herein and confirms that its obligations thereunder remain in full
force and effect. Each Guarantor further agrees that the consent of such
Guarantor to any further amendments to the Credit Agreement shall not be
required as a result of this consent having been obtained.

         (c) The Company agrees to pay on demand all reasonable costs and
expenses of or incurred by the Administrative Agent in connection with the
negotiation, preparation, execution and delivery of this Amendment, as and to
the extent provided in Section 17.15 of the Credit Agreement.

         (d) This Amendment may be executed in any number of counterparts, and
by the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.


                           [SIGNATURE PAGES TO FOLLOW]






                                      -17-
<PAGE>   18



                                  GENERAL BINDING CORPORATION

                                  By: /s/ William R. Chambers, Jr.
                                      -------------------------------------
                                  Name: William R. Chambers, Jr.
                                        -----------------------------------
                                  Title: Vice President
                                         ----------------------------------

                                  GBC INTERNATIONAL, INC.

                                  By: /s/ William R. Chambers, Jr.
                                      -------------------------------------
                                  Name: William R. Chambers, Jr.
                                        -----------------------------------
                                  Title: Vice President
                                         ----------------------------------

                                  VELOBIND, INCORPORATED


                                  By: /s/ William R. Chambers, Jr.
                                      -------------------------------------
                                  Name: William R. Chambers, Jr.
                                        -----------------------------------
                                  Title: Vice President
                                         ----------------------------------

                                  GBC GENERAL BINDING (NEDERLAND) B.V.

                                  By:GENERAL BINDING CORPORATION
                                  Its:  Attorney-in-Fact

                                        By: /s/ William R. Chambers, Jr.
                                            -------------------------------
                                        Name: William R. Chambers, Jr.
                                              -----------------------------
                                        Title: Vice President
                                              -----------------------------

                                  GBC INDIA HOLDINGS INC.


                                  By: /s/ William R. Chambers, Jr.
                                      -------------------------------------
                                  Name: William R. Chambers, Jr.
                                        -----------------------------------
                                  Title: Vice President
                                         ----------------------------------

         Accepted and agreed to as of the date and year last above written.

                                  HARRIS TRUST AND SAVINGS BANK, in its
                                     individual capacity as a Bank and as
                                     Administrative Agent


                                  By: /s/ Raymond Whitacre
                                      -------------------------------------
                                  Name: Raymond Whitacre
                                        -----------------------------------
                                  Title: Managing Director
                                         ----------------------------------





                                      -18-
<PAGE>   19

                                   LASALLE NATIONAL BANK, in its individual
                                      capacity as a Bank and as Co-Agent


                                   By:  /s/ James M. Minich
                                        ---------------------------------------
                                   Name: James M. Minich
                                         --------------------------------------
                                   Title: First Vice President
                                          -------------------------------------

                                   THE FIRST NATIONAL BANK OF CHICAGO, in its
                                      individual capacity as a Bank, as Co-
                                      Syndication Agent and as Co-Agent


                                   By:  /s/ Scott D. Moreen
                                        ---------------------------------------
                                   Name: Scott D. Moreen
                                         --------------------------------------
                                   Title: Vice President
                                          -------------------------------------

                                   THE BANK OF NEW YORK, in its individual
                                      capacity as a Bank and as Co-Agent


                                   By: /s/ John Paul Marotta
                                       ----------------------------------------
                                   Name: John Paul Marotta
                                         --------------------------------------
                                   Title: Vice President
                                          -------------------------------------

                                   CREDIT AGRICOLE INDOSUEZ


                                   By:  /s/ Lynn M. Rosinsky
                                        ---------------------------------------
                                   Name: Lynn M. Rosinsky
                                         --------------------------------------
                                   Title: Vice President
                                          -------------------------------------

                                   By:  /s/ Raymond A. Falkenberg
                                        ---------------------------------------
                                   Name: Raymond A. Falkenberg
                                         --------------------------------------
                                   Title: Vice President, Manager
                                          -------------------------------------

                                   COMERICA BANK


                                   By:  /s/ Jeffrey P. Bradley
                                        ---------------------------------------
                                   Name: Jeffrey P. Bradley
                                         --------------------------------------
                                   Title: Vice President
                                          -------------------------------------





                                      -19-
<PAGE>   20

                                   THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                     CHICAGO BRANCH


                                   By: /s/ Hisashi Miyashiro
                                      --------------------------------------
                                   Name: Hisashi Miyashiro
                                         -----------------------------------
                                   Title: Deputy General Manager
                                          ----------------------------------

                                   SUNTRUST BANK, ATLANTA


                                  By: /s/ Charles C. Pick
                                      --------------------------------------
                                  Name: Charles C. Pick
                                        ------------------------------------
                                  Title: Vice President
                                        ------------------------------------


                                  By: /s/ Margaret A. Jaketic
                                     ---------------------------------------
                                  Name:  Margaret A. Jaketic
                                        ------------------------------------
                                 Title:  Vice President
                                        ------------------------------------

                                  MERCANTILE BANK NATIONAL ASSOCIATION


                                  By:  /s/ Gerald S. Kirk
                                      --------------------------------------
                                  Name:  Gerald S. Kirk
                                        ------------------------------------
                                  Title:  Assistant Vice President
                                        ------------------------------------

                                  FIRST UNION NATIONAL BANK (formerly
                                     known as First Union National Bank of
                                     North Carolina)


                                  By:  /s/ C. Jeffrey Seaton
                                      --------------------------------------
                                  Name:  C. Jeffrey Seaton
                                        ------------------------------------
                                  Title:  Senior Vice President
                                        ------------------------------------

                                  NATIONAL CITY BANK


                                  By:  /s/ Richard H. Michalik
                                      --------------------------------------
                                  Name:  Richard H. Michalik
                                        ------------------------------------
                                  Title:  Vice President
                                        ------------------------------------





                                      -20-
<PAGE>   21

                                  CREDIT LYONNAIS CHICAGO BRANCH


                                  By:
                                     ---------------------------------------
                                  Name:
                                       -------------------------------------
                                  Title:
                                       -------------------------------------

                                  THE BANK OF NOVA SCOTIA


                                  By:  /s/ F.C.H. Ashby
                                      --------------------------------------
                                  Name: F.C.H. Ashby
                                       -------------------------------------
                                  Title: Senior Manager Loan Operations
                                       -------------------------------------

                                  SOCIETE GENERALE CHICAGO BRANCH


                                  By:  /s/ Joseph A. Philbin
                                     ---------------------------------------
                                  Name: Joseph A. Philbin
                                       -------------------------------------
                                  Title: Director
                                       -------------------------------------


                                  THE LONG-TERM CREDIT BANK OF JAPAN, LTD.


                                  By:  /s/ Richard E. Stahl
                                     ---------------------------------------
                                  Name: Richard E. Stahl
                                       -------------------------------------
                                  Title:  Executive Vice President
                                       -------------------------------------


                                  CIBC, INC.


                                  By: /s/ Ihor Zaluckyj
                                     ---------------------------------------
                                  Name: Ihor Zaluckyj
                                       -------------------------------------
                                  Title: Executive Director
                                       -------------------------------------

                                  BANKERS TRUST COMPANY


                                  By: /s/ Robert R. Telesca
                                     ---------------------------------------
                                  Name: Robert R. Telesca
                                       -------------------------------------
                                  Title:  Assistant Vice President
                                       -------------------------------------







                                      -21-
<PAGE>   22

                                  THE SANWA BANK, LIMITED, CHICAGO BRANCH


                                  By: /s/ Gordon R. Holtby
                                     ---------------------------------------
                                  Name:  Gordon R. Holtby
                                        ------------------------------------
                                  Title:  Vice President and Manager
                                         -----------------------------------












                                      -22-
<PAGE>   23


                                  SCHEDULE ONE

                                    EXHIBIT C


                            DOMESTIC SWING LINE NOTE

$__________________                                              March ___, 1999

         FOR VALUE RECEIVED, the undersigned, [General Binding Corporation]
[Borrowing Subsidiary], a ____________ corporation (the "Borrower"), promises to
pay to the order of Harris Trust and Savings Bank (the "Bank") on the Revolving
Credit Termination Date of the hereinafter defined Credit Agreement, at the
principal office of Harris Trust and Savings Bank, in Chicago, Illinois, the
principal sum of (i) _________________________________________
($______________________), or (ii) such lesser amount as may at the time of the
maturity hereof, whether by acceleration or otherwise, be the aggregate unpaid
principal amount of all Domestic Swing Line Loans owing from the Borrower to the
Bank under the Domestic Swing Line Commitment provided for in the Credit
Agreement.

         The Bank shall record on its books or records or on a schedule attached
to this Domestic Swing Line Note, which is a part hereof, each Domestic Swing
Line Loan made by it pursuant to the Credit Agreement, together with all
payments of principal and interest and the principal balances from time to time
outstanding hereon and the interest rates and Interest Period applicable
thereto, provided that prior to the transfer of this Domestic Swing Line Note
all such amounts, interest rates and Interest Periods shall be recorded on a
schedule attached to this Domestic Swing Line Note. The record thereof, whether
shown on such books or records or on a schedule to this Domestic Swing Line
Note, shall be prima facie evidence of the same; provided, however, that the
failure of the Bank to record any of the foregoing or any error in any such
record shall not limit or otherwise affect the obligation of the Borrower to
repay all Domestic Swing Line Loans made to it pursuant to the Credit Agreement
together with accrued interest thereon.

         This Domestic Swing Line Note is one of the Domestic Swing Line Notes
referred to in the Credit Agreement dated as of January 13, 1997, among General
Binding Corporation, Harris Trust and Savings Bank, as Administrative Agent, and
the Banks party thereto (as amended, the "Credit Agreement"), and this Domestic
Swing Line Note and the holder hereof are entitled to all the benefits provided
for thereby or referred to therein, to which Credit Agreement reference is
hereby made for a statement thereof. All defined terms used in this Domestic
Swing Line Note, except terms otherwise defined herein, shall have the same
meaning as in the Credit Agreement. This Domestic Swing Line Note shall be
governed by and construed in accordance with the internal laws of the State of
Illinois.

         Prepayments may be made hereon and this Domestic Swing Line Note may be
declared due prior to the expressed maturity hereof, all in the events, on the
terms and in the manner as provided for in the Credit Agreement.









<PAGE>   24


         The Borrower hereby waives demand, presentment, protest or notice of
any kind hereunder.

                                    [GENERAL BINDING CORPORATION]
                                       [BORROWING SUBSIDIARY]


                                    By
                                       Its________________________________













                                      -2-
<PAGE>   25
                                  SCHEDULE TWO


                                  SCHEDULE 9.2


                              LIST OF SUBSIDIARIES


<TABLE>
<CAPTION>
                                                          Owned                            Percent            Jurisdiction of
            Investment                                     By                             Ownership            Organization
            ----------                                    -----                           ---------           ---------------
<S>                                         <C>                                               <C>             <C>
Allfax UK, Ltd.                             Ibico Limited                                     100             United Kingdom


Allfax Paper Products, Ltd.                 Ibico Limited                                     100             United Kingdom


Anillos Plasticos de Mexico S.A.            General Binding Corporation                       100                 Mexico


Compania Papelera Marmo S.V.                Grupo GBC S.A. de C.V.                           96.44                Mexico
                                            General Binding Corporation                       1.78
                                            GBC International, Inc.                           0.89
                                            VeloBind, Incorporated                            0.89


Federbush de Mexico S.A.                    GBC Mexicana S.A. de C.V.                         100                 Mexico


*GBC Australia Pty. Ltd.                    GBC International, Inc.                           100                Australia


GBC Handelsgesellschaft M.b.h.              GBC International, Inc.                           100                 Austria


GBC General Binding (Belgie) N.V.           GBC Nederland B.V.                                100                 Belgium


*GBC Canada, Inc.                           GBC International, Inc.                           100                 Canada


GBC Deutschland GmbH                        General Binding Corporation                       100                 Germany


*GBC/Fordigraph Pty. Ltd.                   GBC Australia Pty. Ltd.                           100                Australia


GBC France S.A.                             GBC Schweiz A.G.                                  100                 France


GBC India Holdings Corp.                    GBC International, Inc.                           100                 Nevada
</TABLE>



--------------------

* Denotes Significant Subsidiary


<PAGE>   26
<TABLE>
<CAPTION>
                                                          Owned                            Percent            Jurisdiction of
            Investment                                     By                             Ownership            Organization
            ----------                                    -----                           ---------           ---------------
<S>                                         <C>                                               <C>                <C>
GBC International Export Sales Corp.        GBC International, Inc.                           100                Barbados


*GBC International, Inc.                    General Binding Corporation                       100                 Nevada


GBC International Services S.P.R.L.         GBC International, Inc.                            99                 Belgium
                                            General Binding Corporation                        1


*GBC Japan K.K.                             GBC International, Inc.                           100                  Japan


GBC Mexicana S.A. de C.V.                   Grupo GBC S.A. de C.V.                           96.44                Mexico
                                            General Binding Corporation                       1.78
                                            GBC International, Inc.                           0.89
                                            VeloBind, Incorporated                            0.89


*GBC Nederland B.V.                         GBC International, Inc.                           100               Netherlands


GBC New Zealand Ltd.                        GBC Australia Pty. Ltd.                           100               New Zealand


GBC Poland                                  GBC International, Inc.                          98.75                Poland
                                            General Binding Italia S.p.A.                     1.25


GBC Sales & Services                        GBC International, Inc.                           100                 Canada


GBC Schweiz A.G.                            GBC International, Inc.                           100               Switzerland


GBC Services PTY Ltd.                       GBC Australia PTY Ltd.                            100                Australia


GBC Singapore Pte. Ltd.                     GBC International, Inc.                           100                Singapore


*GBC United Kingdom Holdings, Ltd.          GBC International, Inc.                          98.18            United Kingdom
                                            General Binding Corporation                       1.82


*GBC United Kingdom, Ltd.                   Ibico Limited                                     100             United Kingdom


*General Binding Italia S.p.A.              Ibico Italia S.r.l.                               100                  Italy


Grupo GBC S.A. de C.V.                      General Binding Corporation                      58.972               Mexico
                                            GBC International, Inc.                          20.517
                                            VeloBind, Incorporated                           20.511


Ibico AG                                    GBC International, Inc.                           100               Switzerland
</TABLE>



                                      -2-
<PAGE>   27
<TABLE>
<CAPTION>
                                                          Owned                            Percent            Jurisdiction of
            Investment                                     By                             Ownership            Organization
            ----------                                    -----                           ---------           ---------------
<S>                                         <C>                                               <C>                <C>
Ibico Canada Inc.                           GBC International, Inc.                           100                 Canada


Ibico Chile S.A.                            Ibico GmbH                                        100                  Chile


Ibico Deutschland GmbH                      Ibico GmbH                                        100                 Germany


Ibico France S.A.                           Ibico GmbH                                        100                 France


*Ibico GmbH                                 GBC International, Inc.                           100               Switzerland


Ibico Holdings Singapore Pte.               Ibico GmbH                                        100                Singapore
Ltd.


Ibico Iberia, S.A.                          Ibico GmbH                                        100                  Spain


Ibico Italia S.r.l.                         GBC International, Inc.                          99.555                Italy
                                            Ibico GmbH                                       0.348
                                            General Binding Corporation                      0.097


Ibico Limited                               GBC United Kingdom                               94.01            United Kingdom
                                                Holdings, Ltd.
                                            Ibico GmbH                                        5.99


Ibico Portuguesa Lda.                       Ibico GmbH                                        100                Portugal


Ibico Scandinavia AB                        Ibico GmbH                                        100                 Sweden


Ibico Singapore Pte. Ltd.                   Ibico Holdings Singapore Pte. Ltd.                100                Singapore


Ibico Trading GmbH                          Ibico GmbH                                        100               Switzerland


InterBinding GmbH                           Ibico GmbH                                        100                 Germany


Mirabeau Contract Sales, Ltd.               Ibico Limited                                     100             United Kingdom


PBB&R S.A de C.V.                           GBC International, Inc.                            97                 Mexico
                                            General Binding Corporation                        2
                                            VeloBind, Incorporated                             1


Plastic Binding Corporation                 General Binding Corporation                       100                Illinois
</TABLE>



                                       -3-
<PAGE>   28
<TABLE>
<CAPTION>
                                                          Owned                            Percent            Jurisdiction of
            Investment                                     By                             Ownership            Organization
            ----------                                    -----                           ---------           ---------------
<S>                                         <C>                                               <C>             <C>
Printing Wire Supplies Limited              GBC International, Inc.                           100                 Ireland


Quartet Manufacturing (1997) Inc.           GBC Canada, Inc.                                  100                 Canada


*VeloBind, Incorporated                     General Binding Corporation                       100                Delaware
</TABLE>






                                      -4-