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EXHIBIT 10.1




AMENDMENT NO. 3 TO

CREDIT AGREEMENT




Dated as of August 11, 2006




          AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) among ACCO Brands Corporation,
a Delaware corporation (the “Company”), ACCO Nederland Holdings B.V.(as successor to
Furlon Holding B.V.), a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (the
“Dutch Borrower”), ACCO Brands Europe Ltd . , a limited company organized under
the laws of England and Wales with registered number 5532999 (the “U.K. Borrower” and, together
with the Company and the Dutch Borrower, the “Borrowers”), the Lenders listed on the signature
pages hereto, Citicorp North America, Inc., as administrative agent (the “Administrative
Agent”).




PRELIMINARY STATEMENTS




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




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




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




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




          SECTION 1. Amendment. As of the Effective Date (as defined in Section 2 below), the
Credit Agreement is hereby amended by adding a new Section 2.20 to the Credit Agreement as follows:





“Section 2.20 Joint Liability of Day-Timers, Inc.




Without derogation of any other obligations of the U.S. Borrower, Day-Timers, Inc.
or any other Loan Party under this Agreement or any other Loan Document, each of the
Borrowers and Day-Timers, Inc. agrees that Day-Timers, Inc. shall be jointly and
severally primarily liable with the U.S. Borrower for the repayment of all
Obligations in respect of any Loans made to the U.S. Borrower.”



 









 






          SECTION 2. Conditions to Effectiveness. This Amendment shall become effective when,
and only when, and as of the date (the “Effective Date”) on which (a) the Administrative Agent
shall have received counterparts of this Amendment executed by the Borrowers, Day-Timers, Inc. and
the Requisite Lenders, (b) the Administrative Agent shall have received a certificate signed by a
duly authorized officer of the Company dated the Effective Date, to the effect that, after giving
effect to this Amendment: (i) the representations and warranties contained in each of the Loan
Documents are true and correct in all material respects on and as of the Effective Date as though
made on and as of such date (unless stated to relate solely to an earlier date, in which case such
representations and warranties are true and correct in all material respects as of such earlier
date); and (ii) no Default has occurred and is continuing.




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




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




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




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




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





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




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




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ACTIONS OF THE COLLATERAL TRUSTEES OR THE AGENT IN THE NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT THEREOF.




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




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




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




	 	 	 	 	 
	 
	 	 	 	 
	 	 	ACCO Brands Corporation,

     as U.S. Borrower
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Neal V. Fenwick
	 

	 	 	 	 
 Name:
Neal V. Fenwick
	 

	 	 	 	Title: Executive Vice President and C.F.O.
	 
	 	 	 	 
	 	 	ACCO Brands Europe Ltd.,

     as U.K. Borrower
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Neal V. Fenwick
	 

	 	 	 	 
 Name:
Neal V. Fenwick
	 

	 	 	 	Title: Executive Vice President and C.F.O.
	 
	 	 	 	 
	 	 	ACCO Nederland Holdings B.V.,

     as Dutch Borrower
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Cees H. van Manen
	 

	 	 	 	 
 Name:
Cees H. van Manen
	 

	 	 	 	Title: Director
	 
	 	 	 	 
	 	 	Day-Timers, Inc.,

     as a Loan Party
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Neal V. Fenwick
	 

	 	 	 	 
 Name:
Neal V. Fenwick
	 

	 	 	 	Title: Executive Vice President and C.F.O.






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	 	 	Citicorp North America, Inc.,

     as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Carrie Stead
	 

	 	 	 	 
 Name:
Carrie Stead
	 

	 	 	 	Title: Vice President







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