ex10-1.htm


    EXHIBIT
10.1

     

    AMENDMENT NO. 5 TO

    CREDIT
AGREEMENT

     

    Dated as
of December 15, 2008

     

    AMENDMENT
NO. 5 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)           Section
1.1 of the Credit Agreement is hereby amended by including the following defined
terms therein in appropriate alphabetical order:

     

    “Cash
Collateralize” means, in respect of an obligation, provide and pledge (as
a first priority perfected security interest) cash collateral in Dollars, at a
location and pursuant to documentation in form and substance reasonably
satisfactory to the Administrative Agent (and “Cash Collateralization” has a
corresponding meaning).

     

    “Impacted Revolving Lender”
means, at any time, a Revolving Lender (a) as to which the Administrative Agent
has notified the Company that (i)(A) such

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Revolving
Lender has failed for one Business Day or more to comply with its obligations
under this Agreement to make a Revolving Loan or make a payment to any Issuer in
respect of a Letter of Credit Obligation or make a required payment to any Swing
Loan Lender in respect of a Swing Loan (each a “funding obligation”),
or (B) such Revolving Lender has notified the Administrative Agent, or has
stated publicly, that it will not comply with any such funding obligation or
(ii) any of the following events has occurred and is continuing in respect of
such Revolving Lender or its Parent Company: (A) such Person is insolvent, (B)
an event of the kind referred to in Section 9.1(f) occurs with respect to such
Person (without regard to any grace periods set forth in Section 9.1(f) and as
if the references in such provisions to Borrowers or Subsidiaries referred to
such Person) or (C) such Person is otherwise subject to receivership,
sequestration or a forced merger, sale or other change of control supported in
whole or in part by guaranties or other support of (including without limitation
the nationalization or assumption of ownership or operating control by) the U.S.
government or other governmental authority, or such Person makes a general
assignment for the benefit of creditors or is otherwise adjudicated as, or
determined by any governmental authority having regulatory authority over such
Person or its assets to be, insolvent or bankrupt, (b) as to which the
Administrative Agent, any Issuer or any Swing Loan Lender has notified the
Company and (in the case of any Issuer or any Swing Loan Lender) the
Administrative Agent that such Revolving Lender, its Parent Company or a
Subsidiary thereof (other than an Immaterial Subsidiary (as if the references in
such provision to the Company referred to such Revolving Lender)) has defaulted
on its funding obligations under any other loan agreement or credit agreement or
other similar agreement or (c) that has, or whose Parent Company has, a
non-investment grade rating from Moody’s or S&P or another nationally
recognized rating agency.  Any determination that a Revolving Lender
is an Impacted Revolving Lender under any of clauses (a) through (c) above shall
be made by the Administrative Agent in its reasonable discretion in good faith,
and, in the case of clause (b) above, any Issuer or any Swing Loan Lender, as
the case may be, in its reasonable discretion acting in good faith.

     

    “Non-Impacted
Revolving Lender” means, at any time, a Revolving Lender that is not an
Impacted Revolving Lender.

     

    “Parent
Company” means, with respect to a Revolving Lender, the bank holding
company (as defined in Federal Reserve Board Regulation Y), if any, of such
Revolving Lender, or any Person owning, beneficially or of record, directly or
indirectly, a majority of the voting shares of such Revolving
Lender.

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (b)           Section 1.1
of the Credit Agreement is hereby further amended by amending or restating the
following defined terms as follows:

     

    (i)        the
definition of “Applicable Margin” is hereby amended and restated in its entirety
as follows:

     

    “Applicable
Margin” means for all Loans, with respect to (A) Base Rate Loans, a rate
equal to 3.50% per
annum and (B) Eurocurrency Rate Loans, a rate equal to 4.50% per annum.”

     

    (ii)                  the
definition of “Base Rate” is hereby amended by (a) deleting the word “and” at
the end of clause (a) thereof, (b) deleting the period at the end of clause (b)
thereof and replacing it with “; and” and (c) adding the following clause (c) at
the end of such definition:  “(c) 4.25%.”

     

    (iii)                  the
definition of “Commitment Fee Rate” is hereby amended and restated in its
entirety as follows:

     

    “Commitment Fee
Rate” means 0.75% per
annum; provided that, at any time following delivery to the
Administrative Agent of the Financial Statements for the Fiscal Quarter ending
on March 31, 2006 required to be delivered pursuant to Section 6.1(a) (Financial Statements), for
any period that the Leverage Ratio (determined on the last day of the most
recent Fiscal Quarter for which Financial Statements have been delivered
pursuant to Section
6.1(a) or (b)
(Financial Statements))
is less than 2.5 to 1.0, the Commitment Fee Rate shall be 0.50% per
annum.  Notwithstanding anything to the contrary set forth in
this Agreement (including the then effective Leverage Ratio), (i) if the Company
shall fail to deliver such Financial Statements within any of the time periods
specified in Section
6.1(a) or (b)
(Financial Statements),
the Commitment Fee Rate from and including the first day following the date by
which such Financial Statements were required to be delivered, to but not
including the date the Company delivers to the Administrative Agent such
Financial Statements shall equal 0.75% per annum or (ii) for so long
as an Event of Default under clause (a), (b) or (f) of Section 9.1 (Events of Default) shall have
occurred and is continuing, then, at the option of the Requisite Class Lenders
under the Revolving Credit Facilities, the Commitment Fee Rate shall equal 0.75%
per
annum.”

     

    (iv)                  the
definition of “Eurocurrency Rate” is hereby amended by adding the following
proviso at the end of such definition:

     

    “provided that,
notwithstanding anything to the contrary in the definitions of LIBOR Rate or
EURIBOR, in no event shall the Eurocurrency Rate be lower than 3.25% per annum.”

     

    (v)                  the
definition of “Excess Cash Flow” is hereby amended by deleting the words “or any
Deferred Prepayment Amount” in the proviso to such definition.

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (c)           Section
1.1 of the Credit Agreement is hereby further amended by deleting the following
defined terms: “Available Basket Amount”, “Deferred Prepayment Amount”,
“Deferred Prepayment Date”, “Deferred Prepayment Event”, and “Deferred
Prepayment Notice.”

     

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

     

    “(a)           Net Cash
Proceeds.  The Borrowers shall immediately prepay the Loans in
accordance with clause
(c) below 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), (k), (l), (m), (n) or (o) 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 in an amount equal to 100% 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.”

     

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

     

    “(b)           Excess Cash
Flow.  The Borrowers shall prepay the Term Loans in accordance
with clause (c) below,
within 100 days after the last day of each Fiscal Year, in an amount equal to
(i) 50% of Excess Cash Flow for the previous Fiscal Year commencing with the
Fiscal Year ending December 31, 2006 through and including the Fiscal Year
ending December 31, 2008 provided, however, that, if
the Leverage Ratio as of the last day of such Fiscal Year is less than (x) 3.25
to 1, then such percentage shall be reduced to 25% or (y) 2.75 to 1.0, then such
percentage shall be further reduced to 0% provided further, that the
Borrowers’ obligations to prepay Term Loans pursuant to this clause (b)(i) shall be
reduced in an amount equal to the aggregate Dollar Equivalent amount of (x) Term
Loans optionally prepaid by the Borrowers pursuant to Section 2.8(b) (Optional
Prepayments) during such Fiscal Year, plus (y) the lesser of (A) the
amount of Subordinated Debt prepaid by the Borrowers pursuant to Section 8.6(iii) (Prepayment of
Subordinated Debt) during such Fiscal Year and (B) the amount set forth
in the foregoing clause (x) and (ii) 75% of Excess Cash Flow for the previous
Fiscal Year commencing with the Fiscal Year ending December 31, 2009; provided, that the Borrowers’
obligations to prepay Term Loans pursuant to this clause (b)(ii) shall be
reduced in an amount equal to the aggregate Dollar Equivalent amount of Term
Loans optionally prepaid by the Borrowers pursuant to Section 2.8(b) (Optional
Prepayments) during such Fiscal Year.”

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (f)           Section
2.9(c) of the Credit Agreement is hereby amended by deleting the proviso at the
end of such section.

     

    (g)           Article
II of the Credit Agreement is hereby amended by adding a new section at the end
of such Article as follows:

     

    “Section
2.21                                Impacted
Revolving Lenders

     

    (a)            If
a Revolving Lender becomes, and during the period it remains, an Impacted
Revolving Lender, the following provisions shall apply with respect to any
outstanding Swing Loans and any outstanding Letter of Credit Obligations of such
Impacted Revolving Lender:

     

    (i)           the
Company will, not later than one Business Day after demand by the Administrative
Agent, (A) Cash Collateralize the obligations of the Borrower to any Issuer
and the Swing Loan Lender in respect of such Impacted Revolving Lender’s
exposure in respect of such outstanding Swing Loans or Letter of Credit
Obligations, as the case may be, in an amount at least equal to the sum (such
sum, the “Letter of
Credit/Swing Loan Exposure”) of such Impacted Revolving Lender’s Ratable
Portion of (x) funding obligations pursuant to Section 2.3(d), were all Swing
Loan Lenders to fully exercise such rights and (y) exposure as a Revolving
Lender to the full amount of all outstanding Letter of Credit Obligations or
(B) make other arrangements satisfactory to the Administrative Agent, each
Issuer and each Swing Loan Lender in their respective sole discretion to protect
them against the risk of non-payment by such Impacted Revolving Lender;
and

     

    (ii)           if
such Impacted Revolving Lender is a Non-Funding Lender, any amount which would
otherwise be paid by the Borrowers for the account of such Non-Funding Lender
under this Agreement but for the provisions of Section 2.2(e) shall instead be
paid by the Borrowers to the Administrative Agent and retained by the
Administrative Agent in a segregated (non-interest bearing escrow account until
(subject to Section 2.21(c)) the termination of the Commitments and payment in
full of all obligations of the Borrowers hereunder and will be applied by the
Administrative Agent, to the fullest extent permitted by law, to the making of
payments from time to time in the following order of priority:  First to the payment
of any amounts owing by such Non-Funding Lender to the Administrative Agent
under this Agreement, second to the payment
of any amounts owing by such Non-Funding Lender to any Issuer or the Swing Loan
Lender (pro
rata as to the
respective amounts owing to each of them) under this Agreement, third to the payment
of post-default interest and then current interest due and payable to the
Revolving Lenders hereunder, other than the Non-Funding Lender, ratably among
them in accordance with the amounts of such interest then due and payable to
them, fourth to
the payment of fees then due and payable to the Revolving Lenders hereunder,
other than the Non-Funding Lender, ratably among them in accordance with the
amounts of such fees then due and payable to them, fifth to pay
Reimbursement Obligations then due and payable to the

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    Revolving
Lenders hereunder, other than the Non-Funding Lender, ratably in accordance with
the amounts thereof then due and payable to them, sixth to the ratable
payment of other amounts then due and payable to the Revolving Lenders, other
than the Non-Funding Lender, seventh after the
termination of the Commitments and payment in full of all obligations of the
Borrowers hereunder, to pay amounts owing (if any) under this Agreement to such
Non-Funding Lender or as a court of competent jurisdiction may otherwise direct,
and eighth
after the termination of the Commitments and payment in full of all obligations
of the Borrowers hereunder, to the Borrowers.

     

    (b)            If
any Revolving Lender becomes, and during the period it remains, an Impacted
Revolving Lender, each of any Issuer and the Swing Loan Lender is hereby
authorized by the Company (which authorization is irrevocable and coupled with
an interest) to give, through the Administrative Agent, a Notice of Borrowing,
the proceeds of which are to be used to Cash Collateralize the obligations of
the Borrower in respect of outstanding Letters of Credit or Swing Loans in an
amount at least equal to such Impacted Revolving Lender’s Letter of Credit/Swing
Loan Exposure.

     

    (c)            If
the Borrower, the Administrative Agent, each Issuer and each Swing Loan Lender
agree in writing that a Revolving Lender that is an Impacted Revolving Lender
should no longer be deemed to be an Impacted Revolving Lender, the
Administrative Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth
therein (which shall include arrangements with respect to any amounts then cash
collateralized or held in the segregated escrow account referred to in Section
2.21(a)) such Revolving Lender shall purchase such portions outstanding of
Revolving Loans of the other Revolving Lenders, and/or make such other
adjustments, as the Administrative Agent may determine to be necessary to cause
the Revolving Lenders to hold Revolving Loans on a pro rata basis in
accordance with their respective Commitments, whereupon such Revolving Lender
shall cease to be an Impacted Revolving Lender and will be a Non-Impacted
Revolving Lender (and the Letter of Credit Obligations and outstanding Swing
Loans, of each Revolving Lender shall automatically be adjusted on a prospective
basis to reflect the foregoing); provided that no
adjustments shall be made retroactively with respect to fees withheld pursuant
to Section 2.2(e) while such Revolving Lender was a Non-Funding Lender; and
provided, further, that except
to the extent otherwise expressly agreed by the affected parties, no change
hereunder from Impacted Revolving Lender to Non-Impacted Revolving Lender shall
constitute a waiver or release of any claim of any party hereunder arising from
such Revolving Lender’s having been an Impacted Revolving Lender.”

     

    (h)           Article
III of the Credit Agreement is hereby amended by adding a new section at the end
of such Article as follows:

     

    
      	
               
      

            	
              “Section
      3.4

            	
              Additional
      Conditions Precedent to Each Swing Loan and Letter of
      Credit

            


    

     

    In
addition to the other conditions precedent set forth in Section 3.2, if any
Revolving Lender becomes, and during the period it remains, an
Impacted

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    Revolving
Lender, no Issuer will be required to issue any Letter of Credit or to amend any
outstanding Letter of Credit to increase the face amount thereof, alter the
drawing terms thereunder or extend the expiry date thereof, and the Swing Loan
Lender will not be required to make any Swing Loan, unless without limiting the
provisions of Section 2.21(a), the Borrower Cash Collateralizes the obligations
of the Borrower in respect of such Letter of Credit or Swing Loan in an amount
at least equal to the Letter of Credit/Swing Loan Exposure (after giving effect
to such extension of credit) of all Impacted Revolving Lenders”

     

    (i)           Section
5.1 of the Credit Agreement is hereby amended by deleting the table therein in
its entirety and replacing it with the following:

     

    
      
        	
                Fiscal
      Quarter Ending

              	
                Maximum
      Leverage Ratio

              
	
                December
      31, 2005

              	
                5.00
      to 1

              
	
                March
      31, 2006

              	
                5.00
      to 1

              
	
                June
      30, 2006

              	
                5.00
      to 1

              
	
                September
      30, 2006

              	
                5.00
      to 1

              
	
                December
      31, 2006

              	
                4.75
      to 1

              
	
                March
      31, 2007

              	
                4.75
      to 1

              
	
                June
      30, 2007

              	
                4.75
      to 1

              
	
                September
      30, 2007

              	
                4.75
      to 1

              
	
                December
      31, 2007

              	
                4.25
      to 1

              
	
                March
      31, 2008

              	
                4.25
      to 1

              
	
                June
      30, 2008

              	
                4.25
      to 1

              
	
                September
      30, 2008

              	
                4.25
      to 1

              
	
                December
      31, 2008

              	
                5.50
      to 1

              
	
                March
      31, 2009

              	
                5.50
      to 1

              
	
                June
      30, 2009

              	
                5.50
      to 1

              
	
                September
      30, 2009

              	
                5.50
      to 1

              
	
                December
      31, 2009

              	
                5.25
      to 1

              
	
                March
      31, 2010

              	
                5.25
      to 1

              
	
                June
      30, 2010

              	
                5.25
      to 1

              
	
                September
      30, 2010

              	
                5.25
      to 1

              
	
                December
      31, 2010

              	
                5.00
      to 1

              
	
                March
      31, 2011

              	
                5.00
      to 1

              
	
                June
      30, 2011

              	
                5.00
      to 1

              
	
                September
      30, 2011

              	
                5.00
      to 1

              
	
                December
      31, 2011

              	
                4.50
      to 1

              
	
                March
      31, 2012

              	
                4.50
      to 1

              
	
                June
      30, 2012

              	
                4.00
      to 1

              


      

    

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    
 

    (j)           Section
5.2 of the Credit Agreement is hereby amended by deleting the table therein in
its entirety and replacing it with the following:

     

    
      
        	
                Fiscal
      Quarter Ending

              	
                Minimum
      Interest Coverage Ratio

              
	
                December
      31, 2005

              	
                2.75
      to 1

              
	
                March
      31, 2006

              	
                2.75
      to 1

              
	
                June
      30, 2006

              	
                2.75
      to 1

              
	
                September
      30, 2006

              	
                2.75
      to 1

              
	
                December
      31, 2006

              	
                2.75
      to 1

              
	
                March
      31, 2007

              	
                2.75
      to 1

              
	
                June
      30, 2007

              	
                2.75
      to 1

              
	
                September
      30, 2007

              	
                2.75
      to 1

              
	
                December
      31, 2007

              	
                3.00
      to 1

              
	
                March
      31, 2008

              	
                3.00
      to 1

              
	
                June
      30, 2008

              	
                3.00
      to 1

              
	
                September
      30, 2008

              	
                3.00
      to 1

              
	
                December
      31, 2008

              	
                2.25
      to 1

              
	
                March
      31, 2009

              	
                2.25
      to 1

              
	
                June
      30, 2009

              	
                2.25
      to 1

              
	
                September
      30, 2009

              	
                2.25
      to 1

              
	
                December
      31, 2009

              	
                2.25
      to 1

              
	
                March
      31, 2010

              	
                2.25
      to 1

              
	
                June
      30, 2010

              	
                2.25
      to 1

              
	
                September
      30, 2010

              	
                2.25
      to 1

              
	
                December
      31, 2010

              	
                2.50
      to 1

              
	
                March
      31, 2011

              	
                2.50
      to 1

              
	
                June
      30, 2011

              	
                2.50
      to 1

              
	
                September
      30, 2011

              	
                2.50
      to 1

              
	
                December
      31, 2011

              	
                2.75
      to 1

              
	
                March
      31, 2012

              	
                2.75
      to 1

              
	
                June
      30, 2012

              	
                3.00
      to 1

              


      

    

    


    (k)           Section
6.1(c) of the Credit Agreement is hereby amended by deleting the parenthetical
in the clause (i) thereof and replacing it with the words “(for purposes of
determining the Commitment Fee Rate).”

     

    (l)           Section
8.6 of the Credit Agreement is hereby amended by (i) deleting the “,” as it
appears at the end of clause (i) thereof and replacing it with “or”, (ii)
deleting the “and” as it appears at the end of clause (ii) and replacing it with
a period and (iii) deleting clause (iii) thereof.

     

    (m)           Section
9.1(d) of the Credit Agreement is hereby amended by adding the words “Section
2.21(Impacted Revolving Lenders),” after the words “contained in” in clause (i)
of such subsection.

     

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    SECTION
2.     Conditions to
Effectiveness.  This Amendment shall become effective as of
December 15, 2008 (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 or its Affiliates all the
fees due to the Administrative Agent or its Affiliates, (ii) reimbursed or paid
all expenses required to be paid or reimbursed by the Borrowers pursuant to the
Credit Agreement and Section 10 hereof and (iii) paid a fee to each Lender
who consents to this Amendment on or prior to 5:00 p.m., Eastern Standard Time,
on December 12, 2008 in an amount equal to 75 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.

     

    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.

     

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    SECTION
5.     Mortgage
Amendments.  Each Loan Party agrees to deliver to the
Administrative Agent by January 31, 2009 (or such later date as agreed to by the
Administrative Agent in its reasonable discretion), with respect to each
Domestic Mortgaged Property, if and to the extent requested by the
Administrative Agent, an executed amendment to each such Domestic Mortgage, a
favorable opinion of local U.S. counsel to the Loan Parties, an endorsement
amending each such Title Policy, a Flood Certificate and any other documents
which shall reasonably be deemed necessary by the Administrative Agent in
connection with such amendment (in each case in form and substance reasonably
requested by the Administrative Agent).

     

    SECTION
6.     Agreement of Loan
Parties.

     

    (a)           Each
Loan Party hereby (i) expressly acknowledges the terms of this Amendment,
(ii) ratifies and affirms after giving effect to this Amendment its
obligations under the Loan Documents (including guarantees and security
agreements) executed by such Loan Party and (iii) after giving effect to
this Amendment, acknowledges, renews and extends its continued liability under
all such Loan Documents and agrees such Loan Documents remain in full force and
effect.

     

    (b)           Each
Loan Party hereby reaffirms, as of the Effective Date, and after giving effect
to this Amendment, (i) the covenants and agreements contained in each Loan
Document to which it is a party and (ii) its guarantee of payment of the
Obligations pursuant to the Credit Agreement and (iii) the Lien granted by
it to secure the Obligations pursuant to the Loan Documents.

     

    SECTION
7.     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
8.     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
9.     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
10.   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 expenses 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

     

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    signature
page to this Amendment by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment.

     

    (Signature
Page Follows)

     

     

    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    


    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/Steve
    Rubin	 
	 	 	Name: 
      Steve
      Rubin 	 
	 	 	
                Title:   
      Senior Vice
      President, 

              	 
	 	 	
                 Secretary &
      General Counsel

              	 


      

    

     

    
      
        	 	ACCO BRANDS EUROPE
      LTD.,	 
	 	 	
                as
      UK Borrower

                 

              	 
	
                 

              	
                By:
      

              	 /s/Peter
    Munk	 
	 	 	Name: 
      Peter Munk 	 
	 	 	Title: 
      Director 	 
	 	 	 	 


      

    

     

    
      
        	 	ACCO NEDERLAND HOLDINGS
      B.V.,	 
	 	 	
                as
      Dutch Borrower

                 

              	 
	
                 

              	
                By:
      

              	 /s/M. J.
      Thomassen	 
	 	 	Name:  M. J.
      Thomassen	 
	 	 	Title: 
      Director 	 
	 	 	 	 


      

    

     

    
      
        
          	 	ACCO BRANDS INTERNATIONAL,
      INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 /s/Steve
    Rubin	 
	 	 	Name:  Steve
      Rubin 	 
	 	 	Title: 
      Secretary 	 
	 	 	 	 


        

      

       

      
        
          
            
              	 	ACCO BRANDS USA
      LLC	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 /s/Steve
    Rubin	 
	 	 	Name:  Steve
      Rubin 	 
	 	 	Title:  Vice
      President &
      Secretary 	 
	 	 	 	 


            

          

           

        

      

    

     

    
      
        (Amendment
No. 5 Signature Page)

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	 	ACCO EUROPE FINANCE HOLDINGS,
      LLC	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 /s/Steve
    Rubin	 
	 	 	Name:  Steve
      Rubin 	 
	 	 	Title:  Vice
      President & Secretary 	 
	 	 	 	 


        

      

      
         

        
          
            	 	ACCO EUROPE INTERNATIONAL
      HOLDINGS, LLC	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 /s/Steve Rubin	 
	 	 	Name: 
      Steve Rubin 	 
	 	 	Title: 
      Vice President & Secretary  	 
	 	 	 	 


          

        

        
           

          
            
              	 	ACCO INTERNATIONAL HOLDINGS,
      INC.	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 /s/Steve Rubin	 
	 	 	Name: 
      Steve Rubin 	 
	 	 	Title: 
      Secretary 	 
	 	 	 	 


            

          

          
             

            
              
                	 	BOONE INTERNATIONAL,
      INC.	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	 /s/Steve Rubin	 
	 	 	Name: 
      Steve Rubin 	 
	 	 	Title: 
      Vice President & Secretary 	 
	 	 	 	 


              

            

            
               

              
                
                  	 	DAY-TIMERS,
    INC.	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	 /s/Steve Rubin	 
	 	 	Name: 
      Steve Rubin 	 
	 	 	Title: 
      Secretary 	 
	 	 	 	 


                

              

              
                 

                
                  
                    	 	GBC INTERNATIONAL,
      INC.	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	 /s/Steve Rubin	 
	 	 	Name: 
      Steve Rubin 	 
	 	 	Title: 
      Vice President & Secretary 	 
	 	 	 	 


                  

                

                
                   

                  
                     

                    
                      
                        (Amendment
No. 5 Signature Page)

                        
                        

                      

                      
                        
                        

                        
                          

                        

                      

                      
                        
                        

                      

                    

                     

                  

                  
                    
                      	 	GENERAL BINDING
      CORPORATION	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	 /s/Steve Rubin	 
	 	 	Name: 
      Steve Rubin 	 
	 	 	Title: 
      Vice President & Secretary 	 
	 	 	 	 


                    

                  

                  
                     

                    
                      
                        	 	POLYBLEND
      CORPORATION	 
	 	 	 	 
	
                                 

                              	
                                By:
      

                              	 /s/Steve Rubin	 
	 	 	Name: 
      Steve Rubin 	 
	 	 	Title: 
      Vice President & Secretary 	 
	 	 	 	 


                      

                    

                    
                       

                      
                        
                          	 	SWINGLINE INC.	 
	 	 	 	 
	
                                   

                                	
                                  By:
      

                                	 /s/Steve Rubin	 
	 	 	Name: 
      Steve Rubin 	 
	 	 	Title: 
      Vice President & Secretary 	 
	 	 	 	 


                        

                      

                      
                         

                        
                          
                            	 	ACCO AUSTRALIA PTY.
      LIMITED	 
	 	 	 	 
	
                                     

                                  	
                                    By:
      

                                  	 /s/Esmond
      Kilon	 
	 	 	Name: 
      Esmond Kilon 	 
	 	 	Title: 
      Finance Director 	 
	 	 	 	 


                          

                        

                        
                           

                          
                            
                              	 	ACCO BRANDS EUROPE
      LIMITED	 
	 	 	 	 
	
                                       

                                    	
                                      By:
      

                                    	 /s/Peter
    Munk	 
	 	 	Name:  Peter
      Munk 	 
	 	 	Title: 
      Director 	 
	 	 	 	 


                            

                          

                          
                             

                            
                              
                                 

                                
                                  
                                    (Amendment
No. 5 Signature Page)

                                    
                                    

                                  

                                  
                                    
                                    

                                    
                                      

                                    

                                  

                                  
                                    
                                    

                                  

                                

                                 

                              

                            

                            
                              
                                	 	ACCO EASTLIGHT
      LIMITED	 
	 	 	 	 
	
                                         

                                      	
                                        By:
      

                                      	 /s/Peter Munk	 
	 	 	Name: 
      Peter Munk 	 
	 	 	Title: 
      Director 	 
	 	 	 	 


                              

                            

                            
                               

                              
                                
                                  	 	ACCO EUROPE FINANCE LP	 
	 	 	 	 
	
                                           

                                        	
                                          By:
      

                                        	 /s/T.P.
      O'Neill	 
	 	 	Name:  Thomas P.
      O'Neill 	 
	 	 	Title:  Management
      Committee Member 	 
	 	 	 	 


                                

                              

                              
                                 

                                
                                  
                                    	 	ACCO BRANDS EUROPE HOLDING
      LP	 
	 	 	 	 
	
                                             

                                          	
                                            By:
      

                                          	 /s/T.P. O'Neill	 
	 	 	Name: 
      Thomas P. O'Neill 	 
	 	 	Title: 
      Management Committee Member 	 
	 	 	 	 


                                  

                                

                                
                                   

                                  
                                    
                                      	 	ACCO UK
LIMITED	 
	 	 	 	 
	
                                               

                                            	
                                              By:
      

                                            	 /s/Peter Munk	 
	 	 	Name: 
      Peter Munk 	 
	 	 	Title: 
      Director 	 
	 	 	 	 


                                    

                                  

                                  
                                     

                                    
                                      
                                        	 	CAVADALE PTY.
    LTD.	 
	 	 	 	 
	
                                                 

                                              	
                                                By:
      

                                              	 /s/Esmond
      Kilon	 
	 	 	Name:  Esmond
      Kilon 	 
	 	 	Title: 
      Director 	 
	 	 	 	 


                                      

                                    

                                    
                                       

                                      
                                        
                                          	 	GBC AUSTRALIA PTY.
      LTD.	 
	 	 	 	 
	
                                                   

                                                	
                                                  By:
      

                                                	 /s/Steve
    Rubin	 
	 	 	Name:  Steve
      Rubin 	 
	 	 	Title: 
      Director 	 
	 	 	 	 


                                        

                                      

                                      
                                         

                                        
                                          
                                             

                                            
                                              
                                                (Amendment
No. 5 Signature Page)

                                                
                                                

                                              

                                              
                                                
                                                

                                                
                                                  

                                                

                                              

                                              
                                                
                                                

                                              

                                            

                                             

                                          

                                        

                                        
                                          
                                            	 	GBC FORDIGRAPH PTY.
      LIMITED	 
	 	 	 	 
	
                                                     

                                                  	
                                                    By:
      

                                                  	 /s/Steve Rubin	 
	 	 	Name:   Steve
      Rubin	 
	 	 	Title: 
      Director 	 
	 	 	 	 


                                          

                                        

                                        
                                           

                                          
                                            
                                              	 	ACCO BRANDS BENELUX
      B.V.	 
	 	 	 	 
	
                                                       

                                                    	
                                                      By:
      

                                                    	 /s/M. J.
      Thomassen	 
	 	 	Name:  M. J.
      Thomassen 	 
	 	 	Title: 
      Director 	 
	 	 	 	 


                                            

                                          

                                          
                                             

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            (Amendment
No. 5 Signature Page)

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	 	CITICORP NORTH AMERICA,
      INC.	 
	 	 	
                as
      Administrative Agent

                 

              	 
	
                 

              	
                By:
      

              	 /s/David
      Leland	 
	 	 	Name:  David
      Leland 	 
	 	 	Title:  Vice
      President 	 
	 	 	 	 


      

    

     

     

    
      
        (Amendment
No. 5 Signature Page)

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	 	[LENDER SIGNATURES]	 
	 	 	 	 
	
                   

                	
                   

                	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


        

      

    

     

     

    
      
        (Amendment
No. 5 Signature Page)