ACCO BRANDS CORPORATION as Issuer, and the Guarantors named herein 4.25% Senior Notes due 2029 INDENTURE Dated as of March 15, 2021 Wells Fargo Bank, National Association, as TrusteeIndenture • March 16th, 2021 • ACCO BRANDS Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
INDENTURE dated as of March 15, 2021 among ACCO Brands Corporation, a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) and Wells Fargo Bank National Association, a national banking association, as trustee (the “Trustee”).
MONACO SPINCO INC. as Issuer, and the Guarantors named herein 6.75% Senior Notes due 2020 INDENTURE Dated as of April 30, 2012 Wells Fargo Bank, National Association, as TrusteeIndenture • May 7th, 2012 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
INDENTURE dated as of April 30, 2012 among MONACO SPINCO INC., a Delaware corporation (“SpinCo” or the “Issuer”), the Guarantors (as defined herein) and Wells Fargo Bank National Association, a national banking association, as trustee (the “Trustee”).
JOINDER AGREEMENTJoinder Agreement • August 23rd, 2005 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work
among ACCO BRANDS CORPORATION, ACCO BRANDS EUROPE LTD., FURLON HOLDING B.V. (to be renamed ACCO NEDERLAND HOLDINGS B.V.) as Borrowers andCredit Agreement • August 23rd, 2005 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
ACCO BRANDS CORPORATION as Issuer, and the Guarantors named herein 10.625% Senior Secured Notes due 2015 INDENTURE Dated as of September 30, 2009 U.S. Bank National Association,Indenture • October 6th, 2009 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
INDENTURE dated as of September 30, 2009 among ACCO BRANDS CORPORATION, a Delaware corporation (“ACCO” or the “Company”), the Guarantors (as defined herein) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
ARTICLE IAcco Brands Corp • August 23rd, 2005 • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
ACCO BRANDS CORPORATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Rights Agent RIGHTS AGREEMENT Dated as of August 16, 2005Rights Agreement • August 17th, 2005 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
Rights Agreement, dated as of August 16, 2005, between ACCO Brands Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as Rights Agent (the “Rights Agent”).
ACCO BRANDS CORPORATION and [ ], as Rights Agent RIGHTS AGREEMENT Dated as of [ ], 2005Rights Agreement • July 15th, 2005 • Acco World Corp • Newspapers: publishing or publishing & printing • Delaware
Rights Agreement, dated as of [ ], 2005, between Acco Brands Corporation, a Delaware corporation (the “Company”), and [ ], a [ ], as Rights Agent (the “Rights Agent”).
REGISTRATION RIGHTS AGREEMENT Dated as of May 1, 2012 by and among MONACO SPINCO INC. THE GUARANTORS LISTED ON SCHEDULE I HERETO and BARCLAYS CAPITAL INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BMO CAPITAL MARKETS CORP., and SUNTRUST...Registration Rights Agreement • May 7th, 2012 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
This Agreement is made pursuant to the Purchase Agreement, dated April 20, 2012 (the “Purchase Agreement”), by and among the Company, Mead Direct Response, Inc., the persons listed on Schedule II thereto and the Representatives. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of April 30, 2012, among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the Initial Notes and the Exchange Notes (as supplemented, the “Indenture”).
EMPLOYEE BENEFITS AGREEMENT by and among MEADWESTVACO CORPORATION, MONACO SPINCO INC. and ACCO BRANDS CORPORATION Dated as of November 17, 2011Employee Benefits Agreement • February 13th, 2012 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work
This Employee Benefits Agreement (this “Agreement”), dated as of November 17, 2011, is entered into by and between MeadWestvaco Corporation, a Delaware corporation (“Parent”), Monaco SpinCo Inc., a Delaware corporation (“Spinco”), and ACCO Brands Corporation, a Delaware corporation (“Company,” and together with Parent and Spinco, the “Parties”), effective as between Parent and Spinco at the Business Transfer Time (as defined below) and effective as among all the Parties at the Effective Time (as defined below).
ACCO BRANDS CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENTIncentive Plan • March 10th, 2014 • ACCO BRANDS Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Illinois
THIS AGREEMENT is made and entered into this and effective ___________, 20__ (the “Grant Date”) by and between ACCO Brands Corporation, a Delaware corporation (collectively with all Subsidiaries, the “Company”) and ______________ (“Grantee”).
ACCO BRANDS CORPORATION AMENDED AND RESTATED 2005 INCENTIVE PLAN DIRECTORS RESTRICTED STOCK UNIT AWARD AGREEMENTDirectors Restricted Stock Unit Award Agreement • November 8th, 2007 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Illinois
THIS AGREEMENT is made and entered into this ____________ ___, 200___and effective ____________ ___, 200___(the “Grant Date” ) by and between ACCO Brands Corporation, a Delaware corporation (the “Company” ) and __________________(“Grantee” ).
COLLATERAL TRUST AGREEMENT dated as of September 30, 2009 among ACCO BRANDS CORPORATION, as Issuer the Guarantors from time to time party hereto, U.S. BANK NATIONAL ASSOCIATION, as Trustee under the Indenture, the other Secured Debt Representatives...Collateral Trust Agreement • October 6th, 2009 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
This Collateral Trust Agreement (this “Agreement”) is dated as of September 30, 2009, and is by and among ACCO Brands Corporation, a Delaware corporation (the “Issuer”), the Guarantors from time to time party hereto, U.S. Bank National Association, as trustee (in such capacity and together with its successors in such capacity, the “Trustee”), the other Secured Debt Representatives from time to time party hereto, and U.S. Bank National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 13, 2013 AMONG ACCO BRANDS CORPORATION and CERTAIN SUBSIDIARIES FROM TIME TO TIME PARTY HERETO, as Borrowers VARIOUS LENDERS, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BARCLAYS BANK PLC,...Credit Agreement • May 13th, 2013 • ACCO BRANDS Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May 13, 2013, 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”), 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” (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).
3,536,000 Shares ACCO BRANDS CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 22nd, 2006 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc., As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • August 8th, 2005 • Acco World Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
This AMENDMENT TO DISTRIBUTION AGREEMENT (this “Amendment”), dated as of August 4, 2005, by and between FORTUNE BRANDS, INC., a Delaware corporation (“Fortune”), and ACCO WORLD CORPORATION, a Delaware corporation (“ACCO”), is entered into to amend the Distribution Agreement, dated as of March 15, 2005, by and between Fortune and ACCO (the “Agreement”) in the following particulars only:
AMENDMENT NO. 1 TO THE SEPARATION AGREEMENTSeparation Agreement • March 22nd, 2012 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
This AMENDMENT NO. 1 (this “Amendment”), dated as of March 19, 2012, to the Separation Agreement, dated as of November 17, 2011 (the “Merger Agreement”), by and between MeadWestvaco Corporation, a Delaware corporation (“MWV”) and Monaco SpinCo Inc., a Delaware corporation (“Spinco”).
ACCO BRANDS CORPORATION RETIREMENT AGREEMENT FOR NEAL V. FENWICKAcco Brands Corporation Retirement Agreement • May 7th, 2008 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Illinois
This Retirement Agreement (“Agreement”) is made, entered into, and is effective as of May 1, 2008 (the “Effective Date”), by and between ACCO Brands Corporation, a Delaware corporation, and Neal V. Fenwick (the “Executive”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 3rd, 2005 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of August 16, 2005, between Fortune Brands, Inc., a Delaware corporation (“Fortune”) and ACCO World Corporation, a Delaware corporation (“ACCO”).
ACCO BRANDS CORPORATION NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 26th, 2013 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Illinois
THIS AGREEMENT is made and entered into this and effective February __, 2013 (the “Grant Date”) by and between ACCO Brands Corporation, a Delaware corporation (collectively with all Subsidiaries, the “Company”) and Robert J. Keller (“Grantee”).
LIMITED LIABILITY COMPANY AGREEMENT OF ACCO EUROPE INTERNATIONAL HOLDINGS, LLC July 29, 2005Limited Liability Company Agreement • October 3rd, 2005 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
LIMITED LIABILITY COMPANY AGREEMENT dated as of July 29, 2005 (this “Agreement”), of ACCO Europe International Holdings, LLC, a Delaware limited liability company (the “Company”), by and between the Company, ACCO Brands International, Inc., a Delaware corporation (“ACCO International”), and each Person (as hereinafter defined) subsequently admitted as a member of the Company (individually, a “Member” and, collectively, the “Members”).
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, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, WELLS...Credit Agreement • February 27th, 2017 • ACCO BRANDS Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of January 27, 2017, 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. (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
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERMerger Agreement • March 22nd, 2012 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
This AMENDMENT NO. 1 (this “Amendment”), dated as of March 19, 2012, to the Agreement and Plan of Merger, dated as of November 17, 2011 (the “Merger Agreement”), by and among MeadWestvaco Corporation, a Delaware corporation (“MWV”), Monaco SpinCo Inc., a Delaware corporation (“Spinco”), ACCO Brands Corporation, a Delaware corporation (the “Company”), and Augusta Acquisition Sub, Inc., a Delaware corporation and wholly owned Subsidiary of the Company (“Merger Sub”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 7th, 2012 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
This Transition Services Agreement (the “Agreement”) is effective at the Business Transfer Time (the “Effective Date”), by and between MeadWestvaco Corporation, a Delaware corporation (“Service Provider”), and Monaco SpinCo Inc., a Delaware corporation (“Spinco”).
ACCO BRANDS CORPORATION2015 Performance Stock Unit Award Agreement • February 26th, 2013 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Illinois
THIS AGREEMENT is made, entered into and effective this February __, 2013 (the “Grant Date”) by and between ACCO Brands Corporation, a Delaware corporation (collectively with all Subsidiaries, the “Company”) and Robert J. Keller (“Grantee”).
SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 7th, 2022 • ACCO BRANDS Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
This SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of November 7, 2022 and is entered into by and among ACCO Brands Corporation, a Delaware corporation (“Holdings”), ACCO Brands Australia Holding Pty. Ltd. (the “Australian Borrower”), Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) acting with the consent of each of the Consenting Lenders (as defined below), the Required Lenders and the Guarantors listed on the signature pages hereto, and is made with reference to that certain Third Amended and Restated Credit Agreement, dated as of January 27, 2017 (as amended by the First Amendment to Third Amended and Restated Credit Agreement, dated as of July 26, 2018, the Second Amendment to Third Amended and Restated Credit Agreement, dated as of May 23, 2019, the Third Amendment to Third Amended and Restated Credit Agreement, dated as of May 1, 2020, the Fourth Amendment to Third Amended and Restated C
ACCO BRANDS CORPORATION AMENDED AND RESTATED 2005 INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • June 30th, 2006 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Illinois
THIS AGREEMENT is made and entered into this and effective _____________, 20__ (the “Grant Date”) by and between ACCO Brands Corporation, a Delaware corporation (collectively with all Subsidiaries, the “Company”) and ____________________ (“Grantee”).
TAX MATTERS AGREEMENT by and among MeadWestvaco Corporation, Monaco SpinCo Inc., and ACCO Brands Corporation Dated as of May 1, 2012Tax Matters Agreement • May 7th, 2012 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of May 1, 2012, is by and among MeadWestvaco Corporation, a Delaware corporation (“Parent”), Monaco SpinCo Inc., a Delaware corporation (“Spinco”) and ACCO Brands Corporation, a Delaware corporation (“Acquirer”). Each of Parent, Spinco and Acquirer is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
INCENTIVE STOCK OPTION AGREEMENTStock Option Agreement • August 29th, 2005 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work
We are pleased to inform you that as a key employee of the company referred to above you have been granted an Incentive Stock Option by the Compensation and Stock Option Committee of the Board of Directors under the Fortune Brands, Inc. 1999 Long-Term Incentive Plan, as amended (the “Plan”).
TAX ALLOCATION AGREEMENT by and between FORTUNE BRANDS, INC. and ACCO WORLD CORPORATIONTax Allocation Agreement • August 17th, 2005 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
TAX ALLOCATION AGREEMENT (this “Agreement”) dated as of August 16, 2005, by and between FORTUNE BRANDS, INC., a Delaware corporation (“Fortune”), and ACCO WORLD CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Fortune (“ACCO”).
SECURITY AGREEMENT among ACCO BRANDS CORPORATION, CERTAIN OTHER SUBSIDIARIES OF ACCO BRANDS CORPORATION FROM TIME TO TIME PARTY HERETO and as COLLATERAL TRUSTEE Dated as of September 30, 2009Security Agreement • October 6th, 2009 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
WHEREAS, ACCO Brands Corporation (the “Issuer”), the other Assignors and U.S. Bank National Association, as trustee (together with any successor trustee, the “Indenture Trustee”), have entered into an Indenture, dated as of September 30, 2009 (as amended, modified, restated and/or supplemented from time to time, the “Indenture”), relating to the Issuer’s 10.625% Senior Secured Notes due 2015 (the “Senior Secured Notes”);
CASH-BASED AWARD AGREEMENTAttention • July 30th, 2021 • ACCO BRANDS Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Illinois
THIS CASH-BASED AWARD AGREEMENT, including the Participant Covenants set forth in Exhibit A hereto (“Participant Covenants”), (collectively, the “Agreement”) is made and entered into and effective [____] (the “Grant Date”) by and between ACCO Brands Corporation, a Delaware corporation (collectively with all Subsidiaries, the “Company”) and [__________] (“Participant”).
AMENDMENT NO. 1 TO EMPLOYEE BENEFITS AGREEMENTEmployee Benefits Agreement • March 12th, 2012 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • Delaware
This Amendment No. 1, dated as of March 5, 2012 (this “Amendment”), is by and among MeadWestvaco Corporation, a Delaware corporation (the “Parent”), Monaco SpinCo Inc., a Delaware corporation (“Spinco”), and ACCO Brands Corporation, a Delaware corporation (the “Company,” and together with Parent and Spinco, the “Parties”). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Employee Benefits Agreement, dated as of November 17, 2011 (the “Employee Benefits Agreement”) by and among the Parties, and all references to Sections herein are references to Sections of the Employee Benefits Agreement, in each case unless otherwise noted.
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 29th, 2015 • ACCO BRANDS Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of April 28, 2015 and is entered into by and among ACCO Brands Corporation, a Delaware corporation (“Holdings”), Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) acting with the consent of each of the Required Lenders (as defined in the Credit Agreement referenced below, the “Required Lenders”) and each of the Consenting Lenders (as defined below), the Required Lenders and Consenting Lenders that are delivering Lender Consents (as defined below) and the Guarantors listed on the signature pages hereto, and is made with reference to that certain Amended and Restated Credit Agreement, dated as of May 13, 2013 (as amended by the First Amendment to Credit Agreement, dated July 19, 2013, as further amended by that Second Amendment to Credit Agreement, dated June 26, 2014, and as further amended, amended and restated, supplemented or otherwise modified prio
ESCROW AGREEMENT among ACCO FINANCE I, INC., as Depositor, ACCO WORLD CORPORATION, CITIBANK, N.A., AGENCY & TRUST, as Escrow Agent and Securities Intermediary, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Trustee Dated as of August 5, 2005Escrow Agreement • August 8th, 2005 • Acco World Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
ESCROW AGREEMENT (this “Agreement”) made this 5th day of August, 2005 by and among CITIBANK, N.A., AGENCY & TRUST, a national banking institution incorporated under the laws of the United States of America (“Escrow Agent”) ACCO FINANCE I, INC., a Delaware corporation (“ACCO Finance” or the “Depositor”), ACCO WORLD CORPORATION (to be renamed ACCO Brands Corporation), a Delaware corporation (“ACCO”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America in its capacity as trustee under the Indenture referred to below (“Trustee”). Capitalized terms used herein but not otherwise defined herein will have the meaning ascribed to such terms in the Indenture.
