Amendment No. 2 To Credit Agreement Dated As of March 31, 2006

AMENDMENT NO. 2 TO

CREDIT AGREEMENT



Dated as of March 31, 2006



AMENDMENT NO. 2 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 3), the Credit Agreement is hereby amended as follows:



(a) the definition of "Responsible Officer" contained in Section 1.1 of the Credit Agreement is hereby deleted and replaced with the following:



" Responsible Officer " means, with respect to any Person, any of the principal executive officers, managing members or general partners of such Person but, in any event, with respect to financial matters, the chief financial officer, vice president (finance and accounting), treasurer or controller of such Person.








(b) a new definition is added to Section 1.1 of the Credit Agreement in appropriate alphabetical order as follows:



" Available Basket Amount " means, at any date of determination, the excess of (i) the sum of (A) $35.0 million plus (B) the amount of Excess Cash Flow for the period from January 1, 2006 through the end of the last Fiscal Year ending at least 101 days prior to such date of determination that was not required to prepay Term Loans pursuant to Section 2.9(b) ( Mandatory Prepayments ) (assuming for this purpose that no credit was available against the Company's obligation to prepay Term Loans out of Excess Cash Flow) over (ii) the cumulative amount applied to repay Subordinated Debt prior to such date of determination pursuant to Section 8.6(iii) ( Prepayment of Subordinated Debt ).



(c) the final proviso to Section 2.9(b) of the Credit Agreement is deleted and replaced with the following:



" provided , further , that the Borrowers' obligations to prepay Term Loans pursuant to this clause (b) 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). ?



(d) Section 6.1(b) of the Credit Agreement is amended by adding the ...