Amendment No. 4 To Credit Agreement, Dated January 18, 2008

AMENDMENT NO. 4 TO

CREDIT AGREEMENT



Dated as of January 18, 2008



AMENDMENT NO. 4 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) the definition of "EBITDA" contained in Section 1.1 of the Credit Agreement is hereby amended by (i) deleting the word "and" immediately prior to the reference therein to "(ix)" and (ii) adding the following immediately prior to the reference therein to "minus":



", and (x) additional cash restructuring and related expenses, charges and losses of the Company and its Subsidiaries in a cumulative amount not to exceed (A) for any measurement period ending on or prior to December 31, 2007, $20,000,000, (B) for any measurement period ending thereafter, but on or prior to December 31, 2008, $70,000,000 and (C) for any measurement period ending thereafter, but on or prior to December 31, 2010, $85,000,000, ?












(b) the definition of "Financial Covenant Debt" contained in Section 1.1 of the Credit Agreement is hereby deleted and replaced with the following:



" Financial Covenant Debt " of any Person means the amount of Indebtedness of such Person and its Subsidiaries that would, in accordance with GAAP, be required to be reflected as indebtedness on a Consolidated balance sheet of such Person; provided , that to the extent not required to be so reflected as indebtedness on such balance sheet, all Indebtedness of such Person and its Subsidiaries in respect of Permitted Receivables Financing shall be added thereto.



(c) the reference to "clause (i) of Section 2.9(a) (Mandatory Prepayments)" in clause (a) of the definition of "Net Cash Proceeds" contained in Section 1.1 of the Credit Agreement is hereby deleted and replaced with "clause (i) of Section 2.9(a)(x) (Mandatory Prepayments)" .



(d) clause (c) of the definition of "Permitted Acquisition" contained in Section 1.1 of the Credit Agreement is hereby deleted and replaced with the following:



(c) the Dollar Equivalent of the sum of all consideration payable in connection with such Proposed Acquisition and all other Permitted Acquisitions consummated on or prior to the date of the consummation of such Proposed Acquisition (including all transaction costs and all Indebtedness, liabilities and Guaranty Obligations incurred or assumed in connection therewith or otherwise reflected in a Consolidated balance sheet of the Company and the Proposed Acquisition Target shall not exceed $100,000,000 in the aggregate (or $150,000,000 in the aggregate, if at the time of any such Permitted Acquisition on a Pro Forma Basis, the Leverage Ratio as of the date of the most recently delivered Financial ...