Lock-Up Letter Agreement
Exhibit 99.9
September 15, 2006
ACCO Brands Corporation
000 Xxxxx Xxxxxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
c/o Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, N.Y. 10010-3629
Dear Sirs:
As an inducement to Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Deutsche Bank
Securities Inc., as representatives (the “Representatives”) of the Underwriters, to execute the
Underwriting Agreement, pursuant to which an offering will be made that is intended to result in an
orderly market for common stock, $0.01 par value per share (the “Securities”) of ACCO Brands
Corporation, and any successor (by merger or otherwise) thereto (the “Company”), the undersigned
hereby agrees that from the date hereof and until 90 days after the public offering date (the
"Public Offering Date”) set forth on the final prospectus used to sell the Securities (the “Lock-Up
Period”) pursuant to the Underwriting Agreement to which the Company is a party, the undersigned
will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any
shares of Securities or securities convertible into or exchangeable or exercisable for any shares
of Securities, enter into a transaction which would have the same effect, or enter into any swap,
hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of
ownership of the Securities, whether any such aforementioned transaction is to be settled by
delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the
intention to make any such offer, sale, pledge or disposition, or to enter into any such
transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of
Credit Suisse. In addition, the undersigned agrees that, without the prior written consent of
Credit Suisse, it will not, during the period commencing on the date hereof and ending 90 days
after the Public Offering Date, make any demand for or exercise any right with respect to, the
registration of any Securities or any security convertible into or exercisable or exchangeable for
the Securities. Notwithstanding the foregoing, the undersigned shall be able to sell, assign or
otherwise dispose of shares of Securities (i) in connection with any foreclosure of pledged
Securities pursuant to, and in accordance with, the terms of that certain Amended and Restated
Credit Agreement, dated as of
April 26, 2002, as amended and as the same may be further amended,
supplemented or restated, in connection with a refinancing or otherwise, among Lane Industries,
Inc., the financial institutions
parties thereto and Xxxxxx X.X., as administrative agent, provided that Xxxxxx X.X. has agreed in
writing to be bound by the restrictions described in this Agreement and (ii) pursuant to, and in
accordance with, the terms of that certain Variable Forward Purchase Contract entered into on
November 21, 2005 by the undersigned with Deutsche Bank AG.
The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue
until and include the date 90 days after the Public Offering Date; provided, however, that if (1)
during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or
material news or a material event relating to the Company occurs or (2) prior to the expiration of
the initial Lock-Up Period, the Company announces that it will release earnings results during the
16-day period beginning on the last day of the initial Lock-Up Period, then in each case the
Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of
release of the earnings results or the occurrence of the material news or material event, as
applicable, unless Credit Suisse waives, in writing, such extension.
The undersigned hereby acknowledges and agrees that written notice of any extension of the
Lock-Up Period pursuant to the previous paragraph will be delivered by the Representatives to the
Selling Securityholders (as defined in the Underwriting Agreement) (in accordance with Section 11
of the Underwriting Agreement) and that any such notice properly delivered will be deemed to have
given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging
in any transaction or taking any other action that is subject to the terms of this Lock-Up
Agreement during the period from the date of this Lock-Up Agreement to an including the 34th day
following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company
and will not consummate such transaction or take any such action unless it has received
confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the
previous paragraph) has expired.
The restrictions imposed herein during the Lock-up Period shall not apply to: (i) transfers or
sales of Securities to the Company for the sole purpose of satisfying the exercise price and/or tax
withholding obligations upon exercise of currently outstanding stock options; (ii) transfers of
Securities or securities convertible into shares of Securities as a bona fide gift or gifts; or
(iii) transfers of Securities or securities convertible into shares of Securities to any family
member or to any trust, the beneficiaries of which are the transferor and/or his or her family
members; provided, that in the case of the transactions described in (ii) and (iii) above, (a) each
donee, distributee, transferee or recipient agrees to be bound in writing by the restrictions
described in this Agreement prior to any such transfer and (b) no filing by any party (donor,
donee, transferor or transferee) under the Securities Exchange Act of 1934 shall be required or
shall be voluntarily made in connection with such transfer (other than a filing on Form 5 made
after the expiration of the Lock-Up Period). Any Securities received upon exercise of options
granted to the undersigned will be subject to this Agreement. Any Securities acquired by the
undersigned in the open market will not be subject to this Agreement.
In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby
authorized to decline to make any transfer of shares of Securities if such transfer would
constitute a violation or breach of this Agreement.
This Agreement shall be binding on the undersigned and the successors, heirs, personal
representatives and assigns of the undersigned. This Agreement shall lapse and become null and
void if the Public Offering Date shall not have occurred on or before December 31, 2006.
| Very truly yours, LED I, LLC |
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| By: | Lane Industries, Inc., its sole member | |||
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxx | |||
| Title: | Senior Vice President and Chief Financial Officer |
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