Amendment No. 1 And Waiver To Credit Agreement

Exhibit 10.1 AMENDMENT NO. 1 AND WAIVER TO
CREDIT AGREEMENT Dated as of February 13, 2006 AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT (this " Waiver" ) 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 Waiver 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 Required Banks agree to amend and waive certain provisions of the Credit Agreement; (3) WHEREAS, the Requisite Lenders have agreed, subject to the terms and conditions hereinafter set forth, to amend and waive 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. Waiver . As of the Effective Date (as defined in Section 3), the Requisite Lenders hereby waive any Default or Event of Default (including as a result of any breach of any representation or warranty in Section 4.4 of the Credit Agreement or a violation of the requirements of Section 6.1 of the Credit Agreement) that may have resulted from understatements of net deferred taxes payable of approximately $45 million and taxes currently payable of approximately $6 million, and overstatement of equity of approximately $51 million (the " Disclosed Financial Adjustments" ) in the Company' s consolidated financial statements for the years ended December 27, 2004, 2003 and 2002, for the three months ended March 25, 2005, for the six months ended June 25, 2005 and for the nine months ended September 30, 2005 (the " Specified Financial Statements" ) resulting from:


(i) the Company' s failure to properly record on the Company' s balance sheet defer ...