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”).
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”).
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”).
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.”
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • May 7th, 2012 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of May 1, 2012 (the “First Supplemental Indenture”), among Monaco SpinCo Inc., a Delaware corporation (or its permitted successor) (the “Issuer”), Mead Direct Response Inc., a Delaware corporation and a subsidiary of the Issuer (the “Existing Guarantor”), ACCO Brands Corporation, a Delaware corporation, ACCO Brands USA LLC, a Delaware limited liability company, Day-Timers, Inc., a Delaware corporation, General Binding Corporation, a Delaware corporation, GBC International, Inc., a Nevada corporation, ACCO International Holdings, Inc., a Delaware corporation, ACCO European Finance Holdings, LLC, a Delaware limited liability company, Mead Products, LLC, a Delaware limited liability company (each, a “New Guarantor” and collectively, the “New Guarantors”) and Wells Fargo Bank, National Association (or its permitted successor), a nationally chartered banking association, as trustee under the Indenture referred to below (the “Trustee”).
ACCO BRANDS CORPORATION, AS ISSUER, THE GUARANTORS NAMED HEREIN AND AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE DATED AS OF MAY 1, 2012 TO INDENTURE DATED AS OF SEPTEMBER 30, 2009Supplemental Indenture • May 7th, 2012 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 1, 2012, is by and among ACCO Brands Corporation, a Delaware corporation (the “Company”), the Guarantors named herein and U.S. Bank, National Association, as trustee (the “Trustee”). For purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture (as defined below) have the meanings specified in the Indenture.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • May 7th, 2012 • Acco Brands Corp • Blankbooks, looseleaf binders & bookbindg & relatd work • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of May 1, 2012 (the “Second Supplemental Indenture”), among ACCO Brands Corporation, a Delaware corporation (“ACCO”), Mead Products LLC, a Delaware limited liability company (“Mead Products” and along with ACCO, the “co-issuers” and each an “Issuer”), and ACCO Brands USA LLC, a Delaware limited liability company, Day-Timers, Inc., a Delaware corporation, General Binding Corporation, a Delaware corporation, GBC International, Inc., a Nevada corporation, ACCO International Holdings, Inc., a Delaware corporation, ACCO European Finance Holdings, LLC, a Delaware limited liability company, Mead Direct Response Inc., a Delaware corporation (collectively, the “Guarantors”), and Wells Fargo Bank, National Association (or its permitted successor), a nationally chartered banking association, as trustee under the Indenture referred to below (the “Trustee”).
