Amendment To Credit Agreement

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 ...