七修正案
第三次修订和恢复的信用协议

这对第三次修订和重述信贷协定的第七次修订 (this "修正案)日期为2024年10月30日，由特拉华州的ACCO Brands Corporation(控股)，ACCO Brands Australia Holding Pty.有限公司(“澳大利亚借款人)，美国银行，N.A.为行政代理人(以该身分，行政代理机构在征得每个所需贷款人同意的情况下采取行动(如下文所述信贷协定中所述，所需贷款人“)和每个同意的贷款人(定义如下)、所需的贷款人和交付贷款人协定的同意贷款人(定义如下)和担保人 在此签名页上列出，并参考日期为2017年1月27日的第三次修订和重新签署的信用协定(日期为2018年7月26日的第三次修订和重新启动的信用协定第一修正案、日期为2019年5月23日的第三次修订和重新启动的信用协定第二修正案、日期为2020年5月1日的第三次修订和重新启动的信用协定第三次修正案、日期为2020年11月10日的第三次修订和重新启动的信用协定第四修正案、日期为2021年3月31日的第三次修订和重新启动的信用协定第五修正案、日期为2021年12月8日的伦敦银行间同业拆借利率过渡修正案，日期为2022年11月7日的第三次修订和重新签署的信贷协定的第六修正案，以及在本协定日期之前进一步修订、修订和重述、补充或以其他方式修改的信贷协议以及经修正案修订的信贷协定，修订后的信贷协议)，由控股公司的某些附属公司不时地与其一方、贷款人不时地与其一方(现有贷款人“)和管理代理。除非另有说明，本文中使用的大写术语没有定义，其含义与修改后的信贷协定中的含义相同。

独奏会

而根据并根据 第11.01（a）节 根据信贷协议，所需贷款人和本协议其他各方已同意修改信贷协议，除其他外，（a）提供本金总额为122，890，001.85欧元的以欧元计价的A期贷款，以全额再融资本修正案生效前未偿还的所有欧元A期贷款（「现有欧元A期贷款」）及（b）修改「到期日」的定义;

而根据并根据 第3.03节 在信贷协议中，行政代理人和借款人已同意修改信贷协议，以Term CORA取代CDOR利率;

而、持有现有欧元A期贷款（定义如下）（统称为「现有欧元A期贷款人」）以随附的「欧洲条款A临时同意」的形式签署并提交对本修正案的同意，作为 附件一 (an "欧元条款同意」）并根据其中做出适当的选择（统称为「继续提供欧元A期贷款「）通过签署和交付，将被视为（i）已同意本修订案和修订后的信贷协议的条款，并且（ii）已同意在本修订案生效之前继续其所有未偿还的欧元期A贷款（「现有欧元A期贷款「）根据本修正案和修订后的信贷协议中规定的条款作为『欧元A期贷款』，本金金额等于其现有欧元A期贷款的本金金额

(or由行政代理全权酌情决定并与控股公司协商确定的较低金额），如本修正案中进一步规定的;

而，签署并交付欧元期限A贷款同意并根据其中做出适当选择的每个现有欧元期限A贷款人同意本修正案和修订后的信贷协议，但不同意按照本修正案和修订后的信贷协议中规定的条款继续其现有欧元期限A贷款，在每种情况下，应签署，或应被视为已签署，主转让和接受协议的复本，基本上采用本文所附的形式， 附件三 (a “大师作业「）并应根据适用主转让中规定的100%面值出售其所有现有欧元A期贷款，如本修订案进一步规定;

而，如果现有欧元期限A声请人未能在2024年10月29日中午12：00（纽约市时间）之前签署并返回欧元期限A声请人同意（视情况而定），则该现有欧元期限A声请人应被视为非持续欧元期限A声请人（定义如下），并且根据 第11.13节 在任何情况下，均应转让和委托，无追索权（根据并遵守其中所载的限制和要求的同意， 第11.06节 信贷协议）、其在信贷协议项下的所有权益、权利和义务以及相关贷款文件中就其现有欧元A期贷款向受托人提供的所有权益、权利和义务，该受托人应按照适用主转让中规定的100%的面值承担此类义务（如果受托人接受此类转让，该受托人可能是另一位受托人），如本修正案进一步规定;

而，持有回圈信贷贷款的每个现有贷款人(在紧接第七修正案截止日期(定义如下)之前的信贷协定中定义，现有回圈信贷贷款)或未使用的回圈信贷承诺(如紧接第七修正案截止日期前的信贷协定中所定义，现有回圈信贷承诺并且，持有此类现有回圈信贷贷款或现有回圈信贷承诺的现有贷款人，现有的回圈信贷贷款人“)签立并以《回圈信贷贷款人同意书》的形式提交对本修正案的同意书附件二 (a “回圈信贷贷款人同意，且回圈信贷贷款人与欧元条款A贷款人约定，贷款人意见一致」）并根据其中做出适当的选择（统称为「持续回圈信贷贷款人与持续的欧元A期贷款人一起，双方同意的贷款人“)根据该等签立及交付的事实，将被视为(I)已同意本修订及经修订信贷协定的条款，及(Ii)已同意按本修订及经修订信贷协定所载条款，继续(如其回圈信贷贷款人同意中进一步描述)将其所有现有回圈信贷承诺及现有回圈信贷贷款分别作为回圈信贷承诺及回圈信贷贷款，本金金额分别相等于其现有回圈信贷承诺及现有回圈信贷贷款(或行政代理行使其全权酌情决定权并与Holdings磋商后厘定的较低金额)，按照本修正案的进一步规定；

而，签署并交付循环信贷承诺同意并根据其中做出适当选择的每个现有循环信贷承诺同意本修正案和修订后的信贷协议，但不同意根据本修正案和修订后的信贷协议中规定的条款继续其任何现有循环信贷承诺作为循环信贷承诺，并应执行，或应被视为已执行适用主转让的复本，并应据此以适用主转让中规定的100%面值出售其所有现有循环信用承诺，如本修订案中进一步规定;

而，如果现有循环信贷声请人未能在2024年10月29日中午12：00（纽约市时间）之前执行并返回循环信贷声请人同意书，则该现有循环信贷声请人应被视为非持续循环信贷声请人（定义如下），并根据 第11.13节 信贷协议的，应转让和委托，无追索权（根据并遵守其中所载的限制和要求的同意， 第11.06节 信贷协议）、其在信贷协议和相关贷款文件项下就其现有循环信贷承诺和现有循环信贷贷款向应承担该等义务的受托人提供的所有权益、权利和义务（如果分包商接受此类转让，则该分包商可能是另一分包商）按适用主转让中规定的100%面值计算，如本修正案中进一步规定的那样;

而，签署并交付本修订案同意和/或签名页面的每个现有分包商不可撤销地（i）同意本修订案和修订后信贷协议的条款 和（ii）承诺提供本金总额等于其适用承诺的贷款，如 附表1 于第七修正案截止日期签署;和

而、行政代理人、信用状签发人、摇摆线贷方、所需贷方、替代贷方（定义如下）、贷款贷方和贷款方愿意根据本文和修订后的信贷协议中规定的条款和条件，根据本文中规定的条款和条件修改信贷协议。

兹，考虑到前提以及此处包含的协议、条款和契约，双方同意如下：

On and after the Seventh Amendment Closing Date, unless the context shall otherwise require, each reference in the Amended Credit Agreement or any other Loan Document to (a) “Euro Term A Loans” shall be deemed a reference to the Euro Term A Loans, (b) “Revolving Credit Loans” shall be deemed a reference to the Revolving Credit Loans, (c) “Euro Term A Lenders” shall be deemed a reference to the Euro Term A Lenders, (d) “Revolving Credit Lenders” shall be deemed a reference to the Revolving Credit Lenders and (e) “Revolving Credit Commitments” shall be deemed a reference to the Revolving Credit Commitments, in each case, under as and defined in the Amended Credit Agreement. As of the Seventh Amendment Closing Date, after giving effect to this Amendment, (i) the aggregate outstanding principal amount of “Euro Term A Loans” is €122,890,001.85 and (ii) the aggregate principal amount of “Revolving Credit Commitments” is $467,500,000.

Each Existing Euro Term A Lender and each Existing Revolving Credit Lender executing this Amendment shall select one of the options on the Euro Term A Lender Consent and Revolving Credit Lender Consent hereto, respectively, and deliver such signature page to the Administrative Agent by 12:00 p.m. (New York City time), on October 29, 2024. Pursuant to the procedures set forth in Section IV of this Amendment:

Existing Euro Term A Loans

Existing Revolving Credit Loans

Notwithstanding anything set forth in the Credit Agreement or the Amended Credit Agreement, all outstanding Canadian BA Rate Loans (as defined in the Credit Agreement) (“Existing Canadian BA Rate Loans”) on the Seventh Amendment Closing Date immediately prior to giving effect to this Amendment shall remain outstanding under the Amended Credit Agreement as Canadian BA Rate Loans until the expiration of then current Interest Period applicable to such Existing Canadian BA Rate Loans, at which time such Existing Canadian BA Rate Loans shall be converted in full (the “Specified Conversion”) to Term CORRA Rate Loans, in accordance with the terms of the Credit Agreement. Any such Existing Canadian BA Rate Loans shall continue to be governed by the relevant provisions of the Credit Agreement applicable to Canadian BA Rate Loans until the earlier of (i) the repayment of such Existing Canadian BA Rate Loans and (ii) the conversion of such Existing Canadian BA Rate Loans to Term CORRA Rate Loans. For the avoidance of doubt and notwithstanding anything set forth in the Credit Agreement or the Amended Credit Agreement, (x) prior to the Seventh Amendment Closing Date, the Borrowers may not borrow any Revolver Credit Loans as Term CORRA Rate Loans or convert any Revolver Loans to Term CORRA Rate Loans and (y) on and after the Seventh Amendment Closing Date, the Borrowers may not borrow any Revolver Credit Loans as Canadian BA Rate Loans or convert any Revolver Credit Loans to Canadian BA Rate Loans or continue any Existing BA Rate Loans.

This Amendment shall become a binding agreement of the parties hereto and effective on the date (the “Seventh Amendment Closing Date”) on which each of the following conditions precedent are satisfied or waived:

Notwithstanding anything herein to the contrary, for purposes of determining compliance with the conditions specified in this Section V, each Required Lender and Consenting Lender shall be deemed satisfied with each document and each other matter required to be reasonably satisfactory to such Required Lender or Consenting Lender unless, prior to the Seventh Amendment Closing Date, the Administrative Agent receives notice from such Required Lender or Consenting Lender specifying such Required Lender’s or Consenting Lender’s objections.

In order to induce the Administrative Agent, the L/C Issuers, the Swing Line Lender, the Replacement Lender and each of the Required Lenders and Consenting Lenders to enter into this

Amendment and to amend the Credit Agreement in the manner provided herein and the Amended Credit Agreement, each Loan Party represents and warrants on and as of the Seventh Amendment Closing Date to each of the Administrative Agent, the L/C Issuers, the Swing Line Lender and each of the Required Lenders and Consenting Lenders as follows:

Each Loan Party hereby confirms its pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents, including, without limitation, under each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is party, and agrees that, notwithstanding the effectiveness of this Amendment or any of the transactions contemplated thereby or by the Amended Credit Agreement, such pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents, including, without limitation, under each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is a party, as supplemented, amended, amended and restated or otherwise modified in connection with this Amendment, the Amended Credit Agreement and the transactions contemplated hereby, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and shall continue to secure all the Obligations.

Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Amended Credit Agreement, the Collateral Documents to which it is a party, the U.S. Obligations Guaranty, the Foreign Obligations Guaranty and this Amendment and consents to the amendment of the Credit Agreement and the other Loan Documents effected pursuant to this Amendment. Each Guarantor hereby confirms that each Loan Document, including each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with such Loan Documents the payment and performance of all “Obligations” and any other obligations under each such Loan Document, including each of the Pledge Agreements and the other Foreign Collateral Documents, to which it is a party (in each case, as such terms are defined in the applicable Loan Document as the same may be amended as contemplated hereby).

Each Guarantor acknowledges and agrees that each of the Loan Documents, including each of the Pledge Agreements and the other Foreign Collateral Documents, as the same may be amended as contemplated hereby to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment.

Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to the Seventh Amendment Closing Date set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement and the other Loan Documents to which it is not a party effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment, the Amended Credit Agreement or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Amended Credit Agreement.

[Remainder of this page intentionally left blank.]

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

HOLDINGS AND U.S. BORROWER: ACCO BRANDS CORPORATION

By: _/s/ Deborah O’Connor

Name: Deborah A. O’Connor
Title: Executive Vice President and Chief Financial Officer

AUSTRALIAN BORROWER:

Executed by ACCO BRANDS AUSTRALIA

HOLDING PTY. LTD. in accordance with

Section 127 of the Corporations Act 2001

GUARANTORS: ACCO BRANDS CORPORATION
 

By:_ _/s/ Deborah O’Connor
Name: Deborah A. O’Connor
Title: Executive Vice President and Chief Financial Officer

ACCO BRANDS USA LLC
 

By:_ _/s/ Deborah O’Connor
Name: Deborah A. O’Connor
Title: Executive Vice President and Chief Financial Officer

GENERAL BINDING LLC
 

By:_/s/ Deborah O’Connor
Name: Deborah A. O’Connor
Title: Vice President

ACCO BRANDS INTERNATIONAL, INC.
 

By:__/s/ Deborah O’Connor
Name: Deborah A. O’Connor
Title: Vice President

ACCO EUROPE FINANCE HOLDINGS, LLC
 

By:_/s/ Jagannath Bobji
Name: Jagannath Bobji
Title: Vice President and Treasurer

GBC INTERNATIONAL, INC.
 

By:_/s/ Jagannath Bobji
Name: Jagannath Bobji
Title: Treasurer

ACCO INTERNATIONAL HOLDINGS, INC.
 

By:_/s/ Deborah O’Connor
Name: Deborah A. O’Connor
Title: Vice President

NESCHEN GBC GRAPHIC FILMS, LLC
 

By: /s/ Pamela R. Schneider
Name: Pamela R. Schneider
Title: Supervisory Director

ESSELTE U.S. FV, LLC

By: /s/ Jagannath Bobji
Name: Jagannath Bobji
Title: Vice President and Treasurer

ESSELTE EUROPEAN HOLDINGS LLC

By: /s/ Deborah O’Connor
Name: Deborah A. O’Connor
Title: Vice President and Treasurer

ESSELTE LLC

By:_/s/ Jagannath Bobji
Name: Jagannath Bobji
Title: Vice President and Treasurer

ESSELTE HOLDINGS LLC

By /s/ Deborah O’Connor
Name: Deborah A. O’Connor
Title: Vice President and Treasurer

Conformed Third Amended and Restated Credit Agreement

As amended by the First Amendment dated July 26, 2018,

the Second Amendment dated May 23, 2019

the Third Amendment dated May 1, 2020

the Fourth Amendment dated November 10, 2020

the Fifth Amendment dated March 31, 2021

the Libor Transition Amendment dated December 8, 2021

and the Sixth Amendment dated NovmeberNovember 7, 2022

and the Seventh Amendment dated October 30, 2024

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF JANUARY 27, 2017

AMONG

ACCO BRANDS CORPORATION
and
CERTAIN SUBSIDIARIES FROM TIME TO TIME PARTY HERETO,
as Borrowers

VARIOUS LENDERS,

BOFA SECURITIES, INC.,
BARCLAYS BANK PLC,
BMO CAPITAL MARKETS CORP,
PNC BANK, NATIONAL ASSOCIATION CAPITAL MARKETS LLC,
and
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Joint Lead Arrangers and Joint Bookrunners,

BARCLAYS BANK PLC,
BMO CAPITAL MARKETS CORP,
PNC BANK, NATIONAL ASSOCIATION,
and
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Syndication Agents

CAPITAL ONE, NATIONAL ASSOCIATION
and
KEYBANK NATIONAL ASSOCIATION,
as Co-Documentation Agents

AND

BANK OF AMERICA, N.A.,
as Administrative Agent

________________________________________________________

$600,000,000467,500,000.00 multicurrency revolving Credit Facility
€252,750,000122,890,001.85 eur term loan a Facility
$61,000,000 aud term loan a Facility
$100,000,000 usd term loan a Facility

________________________________________________________
 

CONTENTS

Page

Article 1 Definitions and Accounting Terms 3

Section 1.01 Defined Terms 3

Section 1.02 Other Interpretive Provisions 67

Section 1.03 Accounting Terms 6768

Section 1.04 Rounding 68

Section 1.05 Times of Day 6869

Section 1.06 Letter of Credit Amounts 6869

Section 1.07 Currency Equivalents Generally; Change of Currency 6869

Section 1.08 Additional Alternative Currencies 6869

Section 1.09 Additional Borrowers 6970

Section 1.10 Timing of Payment or Performance 7071

Section 1.11 Interest Rates 7071

Section 1.12 Limited Condition Acquisitions 7071

Article 2 The Commitments and Credit Extensions 7172

Section 2.01 The Loans 7172

Section 2.02 Borrowings, Conversions and Continuations of Loans 7273

Section 2.03 Letters of Credit 7475

Section 2.04 Swing Line Loans 8283

Section 2.05 Prepayments 8586

Section 2.06 Termination or Reduction of Commitments 8889

Section 2.07 Repayment of Loans 8889

Section 2.08 Interest 9091

Section 2.09 Fees 9192

Section 2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate 9192

Section 2.11 Evidence of Debt. 9293

Section 2.12 Payments Generally; Administrative Agent’s Clawback 9293

Section 2.13 Sharing of Payments by Lenders 9495

Section 2.14 Incremental Facilities 9596

Section 2.15 Cash Collateral 9899

Section 2.16 Defaulting Lenders 99100

Section 2.17 Nature of Obligations 101102

Article 3 Taxes, Yield Protection and Illegality 103104

Section 3.01 Taxes 103104

Section 3.02 Illegality 107108

Section 3.03 Inability to Determine Rates 108109

Section 3.04 Increased Costs; Reserves on Agreed Currency Rate Loans, SARON Loans, GBP Daily Rate Loans and Canadian BATerm CORRA Rate Loans 111112

Section 3.05 Compensation for Losses 112113

Section 3.06 Mitigation Obligations; Replacement of Lenders. 113114

Section 3.07 Survival 113114

Article 4 Conditions Precedent 114115

Section 4.01 Conditions Precedent to the SpinCo Closing Date 114115

Section 4.02 Conditions Precedent to the Original Closing Date 114115

Section 4.03 Conditions to All Credit Extensions after the Original Closing Date 114115

Section 4.04 Conditions Precedent to Effectiveness of Second Amendment 114115

Section 4.05 Conditions Precedent to Effectiveness of Third Amendment to Amended and Restated Credit Agreement 114115

Section 4.06 Conditions Precedent to Effectiveness of Third Amendment to Second Amended and Restated Credit Agreement 115116

Article 5 Representations and Warranties 115116

Section 5.01 Existence, Qualification and Power 115116

Section 5.02 Authorization; No Contravention 115116

Section 5.03 Governmental Authorization; Other Consents 115116

Section 5.04 Binding Effect 115116

Section 5.05 Financial Statements; No Material Adverse Effect 116117

Section 5.06 Litigation 116117

Section 5.07 No Default 116117

Section 5.08 Ownership of Property; Liens 116117

Section 5.09 Environmental 117118

Section 5.10 Insurance 118119

Section 5.11 Taxes 118119

Section 5.12 ERISA Compliance 118119

Section 5.13 Subsidiaries; Equity Interests 119120

Section 5.14 Margin Regulations; Investment Company Act 119120

Section 5.15 Disclosure 120121

Section 5.16 Compliance with Laws 120121

Section 5.17 Taxpayer Identification Number 120121

Section 5.18 Intellectual Property; Licenses, Etc 120121

Section 5.19 Solvency 120121

Section 5.20 Collateral Documents 120121

Section 5.21 Senior Debt 121122

Section 5.22 OFAC 121122

Section 5.23 Foreign Corrupt Practices Act 121122

Section 5.24 Compliance with EU Bail-in Regulation 121122

Section 5.25 Anti-Corruption Laws 121122

Article 6 Affirmative Covenants 121122

Section 6.01 Financial Statements 121122

Section 6.02 Certificates; Other Information 122123

Section 6.03 Notices 124125

Section 6.04 Preservation of Existence, Etc 125126

Section 6.05 Maintenance of Properties 125126

Section 6.06 Maintenance of Insurance 125126

Section 6.07 Compliance with Laws 126127

Section 6.08 Books and Records 126127

Section 6.09 Inspection Rights 126127

Section 6.10 Use of Proceeds 126127

Section 6.11 Covenant to Guarantee Obligations and Give Security 126127

Section 6.12 Compliance with Environmental Laws 127128

Section 6.13 Preparation of Environmental Reports 127128

Section 6.14 [Reserved] 128129

Section 6.15 Further Assurances 128129

Section 6.16 Ratings 128129

Section 6.17 PPSA Policies and steps 128129

Section 6.18 MIRE Events 128129

Section 6.19 Anti-Corruption Laws; Sanctions 128129

Article 7 Negative Covenants 128129

Section 7.01 Liens 129130

Section 7.02 Investments 131132

Section 7.03 Indebtedness 133134

Section 7.04 Fundamental Changes 136137

Section 7.05 Dispositions 136137

Section 7.06 Restricted Payments 138139

Section 7.07 Change in Nature of Business 139140

Section 7.08 Transactions with Affiliates 139140

Section 7.09 Restrictive Agreements 140141

Section 7.10 Use of Proceeds 140141

Section 7.11 Financial Covenants 140141

Section 7.12 Amendments of Organization Documents 141142

Section 7.13 Accounting Changes 141142

Section 7.14 Prepayments of Indebtedness 141142

Section 7.15 Sale-Leaseback Transactions 141142

Section 7.16 Amendments of Indebtedness 141142

Section 7.17 Limitation on Activities of Australian Borrower 142143

Section 7.18 Sanctions 142143

Section 7.19 Anti-Corruption Laws 142143

Article 8 Events of Default and Remedies 142143

Section 8.01 Events of Default 142143

Section 8.02 Remedies Upon Event of Default 144145

Section 8.03 Application of Funds 145146

Article 9 Administrative Agent 145146

Section 9.01 Appointment and Authority 145146

Section 9.02 Rights as a Lender 146147

Section 9.03 Exculpatory Provisions 146147

Section 9.04 Reliance 147148

Section 9.05 Delegation of Duties 147148

Section 9.06 Resignation of Administrative Agent 147148

Section 9.07 Non-Reliance on Administrative Agent, the Arrangers and the Other Lenders 148149

Section 9.08 No Other Duties, Etc 149150

Section 9.09 Administrative Agent May File Proofs of Claim 149150

Section 9.10 Collateral and Guaranty Matters 149150

Section 9.11 Secured Cash Management Agreements, Secured Hedge Agreements and Specified Supply Chain Agreements 150151

Section 9.12 Certain ERISA Matters 151152

Section 9.13 Recovery of Erroneous Payments 152153

Article 10 Debt Allocation Mechanism 152153

Section 10.01 Implementation of DAM 152153

Section 10.02 Letters of Credit 153154

Section 10.03 Net Payments Upon Implementation of DAM Exchange 154155

Article 11 Miscellaneous 155156

Section 11.01 Amendments, Etc 155156

Section 11.02 Notices; Effectiveness; Electronic Communication 158159

Section 11.03 No Waiver; Cumulative Remedies; Enforcement 160161

Section 11.04 Expenses; Indemnity; Damage Waiver 160161

Section 11.05 Payments Set Aside 162163

Section 11.06 Successors and Assigns 163164

Section 11.07 Treatment of Certain Information; Confidentiality 167168

Section 11.08 Right of Setoff 168169

Section 11.09 Interest Rate Limitation 168169

Section 11.10 Integration 169170

Section 11.11 Survival of Representations and Warranties 169170

Section 11.12 Severability 169170

Section 11.13 Replacement of Lenders 169170

Section 11.14 Governing Law; Jurisdiction; Etc 170171

Section 11.15 Waiver of Jury Trial 171172

Section 11.16 No Advisory or Fiduciary Responsibility 171172

Section 11.17 Electronic Execution of Assignments and Certain Other Documents 172173

Section 11.18 USA PATRIOT Act 172173

Section 11.19 Judgment Currency 173174

Section 11.20 Holdings as Agent for Borrowers 173174

Section 11.21 Waiver of Sovereign Immunity 173174

Section 11.22 Independence of Covenants 174175

Section 11.23 Lenders as Perfection Agents 174175

Section 11.24 Effect of Amendment and Restatement of the Second Amended and Restated Credit Agreement 174175

Section 11.25 Ratification of Loan Documents 174175

Section 11.26 Swedish law Security Confirmation 175176

Section 11.27 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 175176

Section 11.28 Consent regarding Dissolution of ACCO Brands Colombia 175176

Section 11.29 Acknowledgement Regarding Any Supported QFCs 175176

Section 11.30 The Banking Code of Practice 176177

SCHEDULES

EXHIBITS

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of January 27, 2017 (this “Agreement”), among ACCO BRANDS CORPORATION, a Delaware corporation (“Holdings”), each Domestic Subsidiary of Holdings that becomes a party hereto pursuant to Section 1.09 by execution of a joinder hereto and is designated therein as a “U.S. Borrower” (together with Holdings, collectively, the “U.S. Borrowers”), ACCO Brands Australia Holding Pty. Ltd. (the “Australian Borrower”), each Foreign Subsidiary of Holdings that becomes a party hereto pursuant to Section 1.09 by execution of a joinder hereto and is designated therein as a “Foreign Borrower” (together with the Australian Borrower, collectively, the “Foreign Borrowers”; and the Foreign Borrowers together with the U.S. Borrowers, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as administrative agent (capitalized terms used but not defined in this preamble having the meaning given such terms in Article 1 below).

WITNESSETH

WHEREAS, Holdings entered into that certain Credit Agreement, dated as of March 26, 2012, among Holdings, certain Subsidiaries of Holdings party thereto from time to time, each lender from time to time party thereto, Barclays Bank PLC, as original administrative agent, and Bank of Montreal, as original multicurrency administrative agent (as amended by the First Amendment to Credit Agreement, dated December 10, 2012, and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the Restatement Date (as defined below), the “Original Credit Agreement”);

WHEREAS, pursuant to the Original Credit Agreement, the Lenders (as defined in the Original Credit Agreement) extended credit in the form of (a) Term Loans (as defined in the Original Credit Agreement) on the Original Closing Date and the SpinCo Closing Date, as applicable, in an aggregate principal amount equal to $770,000,000 (or U.S. Dollar Equivalent thereof) and (b) Revolving Credit Loans (as defined in the Original Credit Agreement) at any time and from time to time prior to the applicable Maturity Date (as defined in the Original Credit Agreement) in an aggregate principal amount at any time outstanding not in excess of $250,000,000 (or U.S. Dollar Equivalent thereof);

WHEREAS, the Required Lenders (as defined in the Original Credit Agreement) and other parties to the Second Amendment to Credit Agreement agreed to amend and restate the Original Credit Agreement in its entirety to read as set forth in the Amended and Restated Credit Agreement dated as of May 13, 2013, among Holdings, certain Subsidiaries of Holdings from party thereto from time to time, each lender from time to time party thereto, Barclays Bank PLC, as original administrative agent, Bank of Montreal, as original multicurrency administrative agent, Bank of America, N.A., as successor administrative agent (as amended by the First Amendment to Amended and Restated Credit Agreement, dated July 19, 2013, as further amended by that Second Amendment to Credit Agreement, dated as of June 26, 2014, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Amended and Restated Credit Agreement”) to, among other things, (a) exchange and/or replace the existing U.S. Dollar Term A Loans (as defined in the Original Credit Agreement) with the Term A Loans, (b) prepay in full the Canadian Dollar Term A Loans (as defined in the Original Credit Agreement) to the extent not already paid, (c) prepay in full the existing Term B Loans (as defined in the Original Credit Agreement) and (d) replace the existing Revolving Credit Facilities (as defined in the Original Credit Agreement) with the Revolving Credit Facility and, in connection therewith, (1) the grants of security interests and Liens under and pursuant to the Loan Documents continued unaltered to secure, guarantee, support and otherwise benefit the Obligations of Holdings and the other Loan Parties under the Original Credit Agreement and each other Loan Document and each of the foregoing continued in full force and effect in accordance with its terms except as expressly amended thereby or by the Second Amendment, and the parties thereto ratified and confirmed the terms thereof as being in full force and effect and unaltered

by the Second Amendment and (2) it was agreed and understood that the Amended and Restated Credit Agreement did not constitute a novation, satisfaction, payment or reborrowing of any Obligation under the Original Credit Agreement or any other Loan Document except as expressly modified by the Amended and Restated Credit Agreement, nor did it operate as a waiver of any right, power or remedy of any Lender under any Loan Document;

WHEREAS, the Required Lenders (as defined in the Amended and Restated Credit Agreement) and other parties to the Third Amendment to Amended and Restated Credit Agreement agreed to amend and restate the Amended and Restated Credit Agreement in its entirety to read as set forth in the Second Amended and Restated Credit Agreement dated as of April 28, 2015, among Holdings, certain Subsidiaries of Holdings from time to time party thereto, each lender from time to time party thereto and Bank of America, N.A., as administrative agent (as amended by the First Amendment to Second Amended and Restated Credit Agreement, dated July 7, 2015, as further amended by that Second Amendment and Additional Borrower Consent, dated as of May 1, 2016, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Second Amended and Restated Credit Agreement”) and to, among other things, (a) continue the existing Term A Loans (as defined in the Second Amended and Restated Credit Agreement), (b) make additional Term A Loans, (c) continue the Revolving Credit Facility (as defined below) and (d) make available additional Revolving Credit Commitments, and it was agreed by such parties that the “Obligations” under (and as defined in) the Amended and Restated Credit Agreement (including indemnification obligations) shall be governed by and deemed to be outstanding under the Second Amended and Restated Credit Agreement with the intent that the terms of the Second Amended and Restated Credit Agreement shall supersede the terms of the Amended and Restated Credit Agreement (which shall thereafter have no further effect upon the parties thereto other than with respect to any action, event, representation, warranty or covenant occurring, made or applying prior to the Second Restatement Effective Date), and all references to the Original Credit Agreement or the Amended and Restated Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof; provided that (1) the grants of security interests and Liens under and pursuant to the Loan Documents continued unaltered to secure, guarantee, support and otherwise benefit the Obligations of the Borrower and the other Loan Parties under the Original Credit Agreement, the Amended and Restated Credit Agreement and the Second Amended and Restated Credit Agreement and each other Loan Document and each of the foregoing continued in full force and effect in accordance with its terms except as expressly amended thereby or by the Third Amendment to Amended and Restated Credit Agreement, and the parties thereto ratified and confirmed the terms thereof as being in full force and effect and unaltered by the Third Amendment to Amended and Restated Credit Agreement and (2) it is agreed and understood that the Second Amended and Restated Credit Agreement did not constitute a novation, satisfaction, payment or re-borrowing of any Obligation under the Original Credit Agreement, the Amended and Restated Credit Agreement or any other Loan Document except as expressly modified by the Second Amended and Restated Credit Agreement, nor did it operate as a waiver of any right, power or remedy of any Lender under any Loan Document;

WHEREAS, the Required Lenders (as defined in the Second Amended and Restated Credit Agreement) and other parties to the Third Amendment have agreed to amend and restate the Second Amended and Restated Credit Agreement in its entirety to read as set forth in the Third Amended and Restated Credit Agreement, dated as of January 27, 2017 (as amended by the First Amendment and as further amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Third Amended and Restated Credit Agreement”) to, among other things, (a) reflect the repayment, in full, of the existing Term A Loans (as defined in the Second Amended and Restated Credit Agreement) on the Third Restatement Date, (b) continue the existing Australian Dollar Term A Loans (as defined below) as amended and restated by this Agreement, (c) establish a tranche of Euro-denominated Term A Loans in the form of the Euro Term A Loans, (d) continue the Revolving Credit Facility (as defined below) as amended and restated by this Agreement and (e) make available additional Revolving Credit Commitments,

and it has been agreed by such parties that the “Obligations” under (and as defined in) the Second Amended and Restated Credit Agreement (including indemnification obligations) shall be governed by and deemed to be outstanding under this Agreement with the intent that the terms of this Agreement shall supersede the terms of the Second Amended and Restated Credit Agreement (which shall hereafter have no further effect upon the parties thereto other than with respect to any action, event, representation, warranty or covenant occurring, made or applying prior to the Third Restatement Date), and all references to the Original Credit Agreement, the Amended and Restated Credit Agreement or the Second Amended and Restated Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof; provided that (1) the grants of security interests and Liens under and pursuant to the Loan Documents shall continue unaltered to secure, guarantee, support and otherwise benefit the Obligations of the Borrower and the other Loan Parties under the Original Credit Agreement, the Amended and Restated Credit Agreement, the Second Amended and Restated Credit Agreement and this Agreement and each other Loan Document and each of the foregoing shall continue in full force and effect in accordance with its terms except as expressly amended thereby or hereby or by the Third Amendment, and the parties thereto hereby ratify and confirm the terms thereof as being in full force and effect and unaltered by this Agreement and (2) it is agreed and understood that this Agreement does not constitute a novation, satisfaction, payment or re-borrowing of any Obligation under the Original Credit Agreement, the Amended and Restated Credit Agreement, the Second Amended and Restated Credit Agreement or any other Loan Document except as expressly modified by this Agreement, nor does it operate as a waiver of any right, power or remedy of any Lender under any Loan Document; and

WHEREAS, pursuant to the Second Amendment to Third Amended and Restated Credit Agreement (as defined below), Holdings has requested, and the Administrative Agent, the lenders party thereto and the other Persons party thereto have agreed, to amend this Agreement on the terms and conditions contained herein and pursuant to the Second Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

provided that (x) to the extent a comparable or successor rate is approved by the Administrative Agent in connection with any rate set forth in this definition, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and (y) if the Agreed Currency Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply).

“Brazilian Real” and “BRL” means the lawful currency of the Brazil.

“Canadian BA Rate” means, with respect to each Interest Period for a Canadian BA Rate Loan, the rate per annum equal to the average rate applicable to Canadian Dollar bankers’ acceptances having an identical or comparable term as the proposed Canadian BA Rate Loan displayed and identified as such on the applicable page published by Bloomberg (or such other page or commercially available source providing Canadian BA Rate quotations as may be designated by the Administrative Agent from time to time) as at approximately 10:00 a.m. Toronto time on such day (or, if such day is not a Business Day, as of 10:00 a.m. Toronto time on the immediately preceding Business Day) (the “CDOR Rate”), plus ten (10) basis points; provided that if such rate does not appear on the CDOR Page (or any display substituted therefor) at such time on such date, the rate for such date will be the annual discount rate (rounded upward or downward to the nearest whole multiple of 1/100 of 1%) as of 10:00 a.m. Toronto time on such day at which a Canadian chartered bank listed on Schedule 1 of the Bank Act (Canada) as selected by the Administrative Agent is then offering to purchase Canadian Dollar bankers’ acceptances accepted by it having such specified term (or a term as closely as possible comparable to such specified term), plus ten (10) basis points.

“CDOR Rate” has the meaning specified in the definition of “Canadian BA Rate”.

provided, that the foregoing definition shall be subject to the Agreed Security Principles. The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance or legal opinions with respect to particular assets or to obtain documentation from Persons not Affiliated with any Loan Party where it determines that perfection or the obtaining of such third party documentation cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

Any increase or decrease in the Commitment Fee Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply).

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. Notwithstanding anything to the contrary contained herein, Permitted Pension Withdrawal Liability shall not constitute Indebtedness.