Exhibit 10.1

TRANSITION SERVICES AGREEMENT

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 ”).

RECITALS

A. Service Provider and Spinco have entered into a Separation Agreement, dated as of November 17, 2011 (as amended, modified or supplemented from time to time in accordance with its terms, the “ Separation Agreement ”), pursuant to which (1) Service Provider and certain of its subsidiaries have agreed to contribute and transfer to Spinco, and Spinco has agreed to receive and assume, certain assets and liabilities of Service Provider’s Consumer & Office Products business (the “ Business ”) and (2) following such contribution and transfer and other transactions specified in the Separation Agreement, Service Provider has agreed to distribute (the “ Distribution ”) all of the shares of common stock, par value $0.001 per share, of Spinco (the “ Spinco Common Stock ”) to Service Provider’s stockholders without consideration on a pro rata basis;

B. Service Provider, Spinco, ACCO Brands Corporation, a Delaware corporation (“ Acquirer ”) and Augusta Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquirer (“ Merger Sub ”), have entered into a Merger Agreement, dated as of November 17, 2011 (as amended, modified or supplemented from time to time in accordance with its terms, the “ Merger Agreement ”), pursuant to which, immediately following the Distribution, Spinco and Merger Sub will merge and the Spinco Common Stock will be converted into shares of common stock of Acquirer on the terms and subject to the conditions of the Merger Agreement; and

C. In connection with the transactions contemplated by the Separation Agreement and the Merger Agreement, the parties desire that Service Provider provide certain services to Spinco on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the respective warranties, covenants and agreements hereinafter set forth, and intending to be legally bound hereby, the parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Defined Terms. All capitalized terms used but not defined herein have the meanings set forth in the Separation Agreement.

ARTICLE 2

PROVISION OF THE SERVICES

2.1 Description of the Services . Service Provider shall provide, or cause to be provided, the following services (collectively, the “ Services ”) in support of the Business. Spinco shall use its commercially reasonable efforts to provide such assistance and resources (including, but not limited to, human resources) as are required for Service Provider to provide the Services to Spinco, including without limitation the purchase (at Spinco’s expense) of any software and hardware assets required for the Services as requested by Service Provider. Service Provider shall be relieved of its obligations hereunder to the extent that (a) Spinco fails to provide the assistance or resources referred to in the previous sentence, (b) such failure renders performance or ongoing performance by Service Provider of its obligations unlawful, or reasonably impracticable or unreasonable (in Service Provider’s reasonable determination) and (c) such failure (i) if reasonably capable of being cured, is not cured by Spinco within ten (10) days following written notice to Spinco by Service Provider of any such purported failure, or (ii) by its nature or timing is not reasonable capable of being cured (it being understood and agreed that Service Provider shall be relieved of its obligations hereunder during any such cure period). For the avoidance of doubt, it is acknowledged that, subject to its obligations to Service Provider under the provisions of this Agreement, Spinco shall be free at any time (and without obligation to notify or inform Service Provider) to arrange for any service identical to or similar to the Services to be provided to it by any Person whatsoever.

2.1.1 Ongoing Services . Service Provider or its designee shall provide each of the services (collectively, the “ Ongoing Services ”) specified in Schedule 2.1.1 (to the extent such schedule covers Ongoing Services, the “ Ongoing Services Schedule ”) to Spinco, in accordance with the terms and conditions for such Ongoing Services listed on the applicable schedule and set forth in this Agreement.

2.1.2 Additional Services . Spinco and Service Provider expressly acknowledge that the obligation of Service Provider to provide transitional services following the Effective Date is limited to the Ongoing Services set forth in the Ongoing Services Schedule, in each case in accordance with the terms and conditions set forth in such Schedule, and there exists no other obligation on the part of Service Provider to provide any other transition or other services to Spinco or any other party following the Effective Date, except as provided in this section. Spinco may request additional transition services to the extent such transition services reasonably relate to the transition of the Business to Spinco (“ Additional Services ”). Upon receipt of any such request, (i) if receipt of such request occurs within one hundred and twenty (120) days after the date hereof, Service Provider shall use its commercially reasonable efforts to provide any such Additional Service to the extent that such Additional Services were historically provided by Service Provider to the Business and are generally consistent with this Agreement and (ii) if receipt of such request occurs more than one hundred and twenty (120) days after the date hereof, Service Provider shall consider such request in its sole discretion and determine in its sole discretion whether to provide such Additional Services. If Service Provider provides such Additional Services in accordance with the preceding sentence, Service Provider and Spinco shall: (i) negotiate in good faith the terms of the provision of such Additional Services, including the additional fees for such Additional Services and the duration of such Additional

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Services, and (ii) document the provision of such Additional Services in an amendment to this Agreement. In the event that Service Provider declines to provide any such Additional Service, subject to the first sentence of this Section 2.1.2, Service Provider shall use commercially reasonable efforts to assist Spinco in finding another service provider to provide the requested additional transition services to the extent such transition services reasonably relate to the transition of the Business to Spinco.

2.1.3 Setup Services . As part of the Services, Service Provider shall take those actions necessary, as reasonably agreed to by Spinco, to prepare for providing the Ongoing Services or any Additional Services (the “ Setup Services ”), and Spinco shall pay or reimburse Service Provider fifty percent (50%) of the Reimbursable Set-Up Costs in respect of the Setup Services (whether conducted prior to or after the Effective Date). For purposes of this Agreement, “ Reimbursable Set-Up Costs ” means the third-party costs to provide the Setup Services; provided that Reimbursable Set-Up Costs shall not include costs for shared applications in respect of Setup Services to the extent such Setup Services are for Service Provider’s benefit whether conducted prior to or after the Effective Date and shall in no event include costs incurred or intended to be incurred independent of the transactions contemplated by this Agreement, the Separation Agreement or the Merger Agreement. If Spinco does not agree to a Setup Service, the parties shall work together to agree upon a commercially reasonable alternative arrangement, or Spinco may modify the scope of the Ongoing Services or Additional Services, as the case may be, such that such Setup Service is not necessary, subject to Service Provider’s consent. If the parties fail to agree upon an alternative arrangement, Spinco may, with notice to Service Provider, terminate the applicable Ongoing Services or Additional Services, as applicable.

2.1.4 Migration Services . Service Provider shall reasonably assist Spinco in preparing to migrate Ongoing Services from Service Provider’s infrastructure to Spinco’s infrastructure (the “ Migration Services ”). Spinco shall pay or reimburse Service Provider one hundred percent (100%) of the Reimbursable Migration Costs in respect of the Migration Services (whether conducted prior to or after the Effective Date). For purposes of this Agreement, “ Reimbursable Migration Costs ” means the costs that are reasonably necessary to provide the Migration Services.

2.1.5 Services . For the avoidance of doubt, when used in this Agreement, reference to a particular “ Service ” or “ Services ” shall include all of the services (or, if applicable, the single service) described in the Ongoing Services Schedule or in Sections 2.1.1, 2.1.3 or 2.14 , as the case may be. All of the Services shall be for the sole use and benefit of Spinco.

2.2 Performance Standards . With respect to those Services that Service Provider provided to the Business prior to the Effective Date, Service Provider shall perform such Services with substantially the same degree of care, skill, and diligence with which Service Provider performs such Services for itself, consistent with past practices during the six months prior to the Effective Date, including without limitation with respect to the quality and timeliness of such Services, subject to variation in the provision of such Services agreed to by Service Provider and Spinco. Notwithstanding the foregoing, Service Provider shall be under no obligations to perform disaster recovery services in respect of the Migration Services and Spinco shall have sole responsibility to recover any information or data it wishes to recover in the event

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of a disaster; provided, that Service Provider shall use reasonable efforts to provide a backup to tape of all information and data in accordance with Service Provider’s current policies for backup and retention; provided further, however, that Spinco shall have sole responsibility to perform all offsite backups and any other services required to recover any information or data it wishes to recover in the event of a disaster. In no event shall Service Provider be required to provide the Services at a level greater than the level of Services used by the Business immediately prior to the Effective Date. If there is a conflict between the immediate needs of the Service Provider and those of Spinco as to the use of or access to a particular Service, which conflict cannot reasonably be avoided, Service Provider shall have the right, in its sole discretion, to establish reasonable priorities, at particular times and under particular circumstances, as between Service Provider and Spinco. In any such situation, Service Provider shall provide notice to Spinco of any changes at the earliest practical opportunity.

2.3 Cost of Providing the Services . Unless otherwise expressly set forth in this Agreement, Service Provider shall bear all costs of providing the Services. Spinco shall reimburse for all copying, long distance telephone, delivery and other out-of-pocket and third-party expenses incurred by Service Provider (or any Subcontractor of Service Provider in accordance with Section 9.3) in order to provide the Services. Service Provider shall be solely responsible for the payment of all compensation for Service Provider’s personnel assigned to perform Services under this Agreement, and shall be responsible for workers’ compensation insurance, unemployment insurance, severance and other termination costs, employment taxes and all other employer payment obligations relating to Service Provider’s personnel.

2.4 Compliance with Laws . Service Provider shall not be required to provide Services which violate any applicable Laws in connection with its performance of the Services.

2.5 Acknowledgment and Agreement . Spinco understands that the Services provided hereunder are transitional in nature and are furnished by Service Provider solely in connection with the transactions contemplated by the Separation Agreement and the Merger Agreement. Spinco understands that Service Provider is not in the business of providing the Services to third parties and that neither party has any long-term interest in Service Provider continuing the provision of any or all of the Services. Spinco shall: (i) within 60 days after the Effective Date provide to Service Provider a plan and timeline, in form and detail reasonably satisfactory to Service Provider, for the transition to Spinco or third party suppliers of each of the Services (the “ Migration Plan ”), and (ii) as promptly and as reasonably practicable after the Effective Date, transition the provision of each such Service from Service Provider to Spinco or a third party supplier. Nothing in this Section 2.5 shall extend the Service Termination Date (as defined in Section 7.1.1) in any manner.

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ARTICLE 3

MANAGEMENT AND CONTROL; CONSENTS

3.1 Service Provider Cooperation . Upon reasonable notice to Service Provider and, with respect to each of the Services, prior to the applicable Service Termination Date and as set forth in Section 7.3, Service Provider shall provide Spinco with reasonable access (during normal business hours) to Service Provider’s personnel and facilities for the purpose of providing reasonable information and consultation with respect to such Services.

3.2 Required Consents . Each of Service Provider and Spinco shall use commercially reasonable efforts to obtain any and all necessary consents (such as, for example, consents of software licensors), or new licenses or similar agreements, to permit Service Provider to provide the Services and to allow Spinco to access and use the Services (the “ Required Consents ”). Service Provider and Spinco shall each be responsible for fifty percent (50%) of any costs and fees required to obtain the Required Consents. If a Required Consent is not obtained, then, if possible and until such Required Consent is obtained, Service Provider shall determine and adopt, subject to Spinco’s prior written approval, a commercially reasonable alternative to the affected Services; provided, however, that if no such commercially reasonable alternative is available, Service Provider shall be under no obligation to provide the affected Services and Service Provider and Spinco shall cooperate with each other to determine if there is an alternative to the affected Service. For the avoidance of doubt, the Required Consents referred to in this Agreement refer only to those consents, licenses and agreements necessary to permit Service Provider to provide and for Spinco to receive Services under this Agreement. New licenses and agreements necessary for Spinco to separately operate its business after completion of the Services are not provided for herein and are the sole responsibility of Spinco.

3.3 Primary Points of Contact . Each party from time to time shall appoint an individual to act as the primary point of operational contact with respect to this Agreement and the Services (each, a “ Contract Manager ”). The Service Provider Contract Manager and the Spinco Contract Manager shall meet as reasonably requested by the Spinco Contract Manager or the Service Provider Contract Manager to review the parties’ respective performance under this Agreement. Service Provider and Spinco shall notify Spinco and Service Provider, respectively, of the appointment of a different Contract Manager, if necessary, in accordance with Section 9.9.

3.4 Dispute Resolution . Service Provider and Spinco shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation in accordance with this Section 3.4.

3.4.1 Primary Points of Contact . If a dispute arises, the Spinco Contract Manager and the Service Provider Contract Manager shall consider the dispute for up to 10 business days following receipt of a notice from either party specifying the nature of the dispute, during which time the Spinco Contract Manager and the Service Provider Contract Manager shall meet in person at least once and attempt to resolve the dispute.

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3.4.2 Senior Management . If the dispute is not resolved by the end of the 10 business day period referred to in Section 3.4.1, or if the Spinco Contract Manager and the Service Provider Contract Manager agree that the dispute cannot be resolved by them, either party may submit the dispute resolution in accordance with the procedures described in Schedule 3.4.2 . If the dispute is not resolved after following the procedures described in Schedule 3.4.2 , then either party thereafter may pursue any and all rights and remedies available to it at Law or in equity.

ARTICLE 4

COMPUTER HARDWARE, SOFTWARE AND DATA SECURITY

4.1 Access to Computer Software . Service Provider, in its sole discretion, may limit access to and the right to use software in connection with the Services solely to those employees of Spinco who need such access and right to use in connection with the provision of the Services. Service Provider shall also grant access to and the right to use software in connection with the Services to employees of Acquirer who need such access, provided that Spinco shall be responsible for any breaches of this Article IV by any employee of Acquirer. Service Provider shall also grant access to and the right to use software in connection with the Services to employees of Acquirer who need such access, provided that Spinco shall be responsible for any breaches of this Article IV by any employee of Acquirer. Notwithstanding the foregoing, Service Provider shall not have any obligations to grant access or the right to use to employees of Acquirer to the extent such access or right to use exceeds Service Provider’s licensing levels for the applicable software, unless either (a) (i) Service Provider, in its sole discretion, shall have agreed to purchase additional licensing levels and (ii) Spinco reimburses Service Provider for fees and expenses in respect of such additional licensing levels or (b) Spinco or Acquirer shall have purchased directly from the applicable third party provider the additional licensing levels required for such access or right to use,

4.2 Data . Service Provider is authorized to have access to and make use of all data provided by Spinco or created by Service Provider solely on behalf of Spinco after the Effective Date (“ New Spinco Data ”), as necessary and appropriate for the performance by Service Provider of its obligations under this Agreement. Service Provider may not use any New Spinco Data for any purpose other than providing the Services.

4.3 Change Management . During the term of this Agreement, Spinco shall abide by Service Provider’s documented internal change control management policies and procedures (copies of which shall be provided to Spinco) in connection with Spinco’s use of any software used in connection with the Services.

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4.4 System Security .

4.4.1 Security Policy . Spinco shall comply with all of Service Provider’s system security policies, procedures and requirements relating to Service Provider’s computer systems or software (“ Systems ”) which have been provided to Spinco (collectively, “ Security Regulations ”), and shall not tamper with, compromise or circumvent any security or audit measures employed by Service Provider. Spinco shall access and use only those Systems of Service Provider for which Spinco has been granted the right to access and use.

4.4.2 Personnel Access . Spinco shall use commercially reasonable efforts to limit access to the Systems to those personnel who are specifically authorized to have such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein. Spinco shall notify its own personnel of the restrictions set forth in this Section 4.4 and of the Security Regulations.

4.4.3 Unauthorized Access . If, at any time, Spinco determines that any of its personnel have sought to circumvent, or have circumvented, the Security Regulations; that any unauthorized personnel have accessed the Systems; or that any of its personnel have engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss of data, information or software, Spinco shall immediately terminate such personnel’s access to the Systems and immediately notify Service Provider. In addition, Service Provider shall have the right to deny personnel of Spinco access to its Systems upon notice to Spinco (with such notice given, in any event, within one business day of such termination) in the event that Service Provider reasonably believes that such personnel have engaged in any of the activities set forth above in this Section 4.4.3 or otherwise pose a security concern. Each party will reasonably cooperate with the other party in investigating any apparent unauthorized access to the Systems.

ARTICLE 5

FEES AND PAYMENT

5.1 Fees for the Services . The fees for each of the Services (the “ Fees ”) are set forth opposite the description of such Services in the schedules to this Agreement. Additional fees will be required if the scope of any Service is materially increased or if Additional Services are provided. All Fees are exclusive of any applicable Taxes or similar charges (and any related interests and penalties) (which shall be paid by Spinco). In the event that the costs to Service Provider for a Service is increased because any third party provider increases its fees or otherwise (including without limitation because Service Provider has ceased using such third party provider for its own purposes and is using the third party provider primarily for the provisions of the Services hereunder), then the Fees shall be adjusted upward accordingly. Service Provider shall, to the extent practicable, provide prior notice to Spinco of any such increases to the extent that Service Provider is aware of such increases and shall use commercially reasonable efforts to negotiate any such proposed increase in fees at the direction of, and in consultation with, Spinco. Neither Spinco nor any Affiliate of Spinco may apply any offset for other monies owed by Service Provider against the Fees.

5.2 Payment and Invoices . Service Provider shall invoice Spinco for the Fees in arrears on a monthly basis, and shall invoice Spinco for other fees and expenses that are the responsibility of Spinco under this Agreement from time to time. Service Provider shall include with each invoice a reasonably detailed description of the Services performed and the Fees

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charged, if applicable. Spinco shall pay each invoice within 30 days after receipt. In the event that Spinco disputes any such invoice, Spinco shall pay the undisputed portion, if any, as provided in the immediately preceding sentence and shall pay the remaining portion, if any, promptly upon resolution of the dispute or completion of the dispute resolution procedures provided for in Section 3.4. Any payments owing to Service Provider pursuant to this Agreement that are not paid within 30 days after receipt of such invoice shall bear interest at the rate of 10% per annum (or such lesser amount as shall be the maximum amount permitted by Law) from the due date until paid.

ARTICLE 6

FORCE MAJEURE

6.1 Force Majeure . Service Provider shall be excused temporarily from performing any Services in the event that war (whether declared or not), fire, explosion, earthquake, storm, flood, strike, riot, act of governmental authority, act of God, act of terror or sabotage, technology disruption to the extent outside the reasonable control of Service Provider, or other contingency beyond the reasonable control of Service Provider, including without limitation the acts or omissions of Spinco in performing any of its duties under this Agreement, and any failure of a third party to provide services necessary for the performance of the Services to the extent not directly caused by Service Provider (each, a “ Force Majeure Event ”), causes cessation or interruption of Service Provider’s performance of such Services, for the duration of such Force Majeure Event. If Service Provider is unable to perform any Services as a result of a Force Majeure Event: (i) Service Provider shall promptly notify Spinco and describe in reasonable detail the circumstances causing the inability to perform; (ii) Service Provider shall use commercially reasonable efforts to resume performance of its obligations hereunder with the least possible delay; and (iii) Spinco shall be free to acquire such Services from an alternative source, at Spinco’s sole cost and expense, and without liability to Service Provider, for the period and to the extent reasonably necessitated by such non-performance. For the avoidance of doubt, Spinco shall not be obligated to pay Service Provider for Services with respect to the period when Service Provider is not providing such Services due to a Force Majeure Event.

ARTICLE 7

TERM AND TERMINATION

7.1 Term .

7.1.1 Term of Services . Service Provider shall provide each of the Ongoing Services beginning on the “ Service Commencement Date ” for each Service category set forth in the Ongoing Services Schedule or otherwise agreed to by the parties in writing and continuing until the “ Service Termination Date ” for such Service category set forth in the Ongoing Services Schedule or otherwise agreed to by the parties in writing, unless extended or sooner terminated in accordance with the provisions of this Agreement. The period commencing on the first to occur of the Service Commencement Dates and ending on the last to expire or terminate of the Service Termination Dates is hereinafter referred to as the “ Service Performance Period .” Service Provider shall provide each Additional Service, if any, for the period set forth in the applicable amendment to this Agreement.

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7.1.2 Extension of Service Termination Date . Spinco may request an extension of the Service Termination Date for any or all of the Services in any Service category, by providing written request to Service Provider at least 60 days prior to the expiration of the then current term for such Service category; provided, however, that individual lines within any Service category may only be extended if the termination of such line at a later time would not result in any liabilities or obligations that will be payable by, or the responsibility of, Service Provider, or if it would result in liabilities or obligations payable by, or the responsibility of, Service Provider, Spinco shall have fully reimbursed or indemnified Service Provider with respect to such liabilities or obligations. If so requested by Spinco and Spinco has not previously requested an extension of the Service Termination Date with respect to a particular Service, Service Provider and Spinco shall: (i) negotiate the terms of the renewal of such Service, including any revised Fees for such Service and the duration of such renewal, and (ii) document the provision of such renewal in an amendment to this Agreement. If so requested by Spinco but Spinco has previously requested an extension of the Service Termination Date with respect to a particular Service, Service Provider shall consider such request and if Service Provider, in its sole discretion, agrees to such renewal, Service Provider and Spinco shall: (i) negotiate the terms of the renewal of such Service, including any revised Fees for such Service and the duration of such renewal, and (ii) document the provision of such renewal in an amendment to this Agreement. Notwithstanding the foregoing, unless Service Provider otherwise agrees, any such renewal that extends beyond the one year anniversary of the Effective Date shall be in increments of 90 days each, and the Fees payable for such Service during each such renewal period shall be the greater of (i) the rate for renewal, if any, reflected in the Ongoing Services Schedule, or, (ii) if no such renewal rate is reflected in the Ongoing Services Schedule, at a rate that is at least 110% of the rate of the Fees payable for such Service during the immediately preceding renewal period (or, in the case of the first such renewal period, during the period prior to the first anniversary of the Effective Date). If Service Provider declines the requested renewal, Service Provider shall provide written notice to Spinco at least 60 days prior to the expiration of the then current term for such Service category.

7.1.3 Termination Date . (a) Subject to the last sentence of this Section, no Service Termination Date shall exceed 18 months after the Effective Date unless otherwise agreed to by the parties in their sole discretion. Notwithstanding the foregoing, the Service Termination Date in respect of the Services identified as “Specified Services” may be extended in accordance with Section 7.1.2 for up to 24 months after the Effective Date. Any extension of Services beyond 18 months after the Effective Date shall be on the basis of fair market value for the services rendered, as determined by a third party valuation paid for by Spinco.

(b) Service Provider has advised Spinco that Service Provider intends to terminate the use of the mainframe that will be used in support of the Services, including migration, on a date in 2013 which is no earlier than 18 months after the Effective Date (the “Mainframe Termination Date”). Service Provider will provide at least 90 days’ prior notice of the Mainframe Termination Date. Notwithstanding any extension that may have been sought pursuant to Section 7.1.3(a), Service Provider will cease providing all Services (including

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migration), on the Mainframe Termination Date, unless at least 60 days’ prior to the Mainframe Termination Date Spinco advises Service Provider that Spinco desires for the continuation of Services beyond such date, and makes arrangements satisfactory to Service Provider to take over all cost and expense associated with continuing the mainframe in support of the Services.

7.2 Termination .

7.2.1 Termination of Services . Spinco may terminate any or all of the Services in any Service category in advance of the scheduled Service Termination Date for such Service category for any or no reason by providing Service Provider not less than 45 days prior written notice setting forth the termination date for such Service; provided, however that Spinco may only terminate any or all of the Services in the category “Product Stewardship” under “Safety Health and Environmental” in advance of the scheduled Service Termination Date by providing Service Provider not less than 60 days prior written notice setting forth the termination date for such Service; provided, further, however, that individual lines within any Service category may be terminated only if (a) such termination would not result in any liabilities or obligations that will be payable by, or that will be the responsibility of, Service Provider, or (b) if it would result in liabilities or obligations that will be payable by, or that will be the responsibility of, Service Provider, Spinco shall have fully reimbursed or indemnified Service Provider with respect to such liabilities or obligations. Beginning on such termination date, Spinco’s obligation to pay the Fee as specified on the Ongoing Services Schedule corresponding to such terminated Service category shall cease to accrue, but all remaining obligations under this Agreement shall remain unaffected. Spinco shall reimburse Service Provider for all third party costs incurred by Service Provider in connection with any such termination, including without limitation costs relating to any master data, transaction data, or historical data extracts. Spinco may also on 30 days’ prior written notice cancel all, but not less than all, of the Services in any Service category in advance of the commencement of such Service. Once terminated or cancelled, a Service cannot be reinstated unless Service Provider consents, which consent may be withheld in Service Provider’s sole discretion.

7.2.2 Termination for Breach . If a party materially breaches any of its obligations under this Agreement and does not cure such breach within 30 days after receiving written notice of such breach from the non-breaching party, then the non-breaching party may, at its option, terminate all, but not less than all, of the Services in the affected line within a Service category, or all Services in their entirety, by providing written notice of termination to the other party, which termination shall be effective immediately or as of such later date as may be specified in the notice of termination; provided, however, that Spinco shall pay to Service Provider, within 30 days after such termination, all Fees earned and any costs incurred by Service Provider pursuant to Section 2.3, Section 2.1.3, 2.1.4, or Section 7.3 through the date of such termination.

7.2.3 Bankruptcy Termination . This Agreement may be terminated by either party upon at least 30 days prior written notice if the other party is declared insolvent or bankrupt, or makes an assignment for the benefit of creditors, or a receiver is appointed or any proceeding

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is demanded by, for or against the other under any provision of the federal bankruptcy Laws. Any termination of this Agreement shall be without prejudice to any rights or obligations of the parties accruing prior to such termination including the right to payment of unpaid amounts owing for Services performed prior to termination.

7.2.4 General Termination . If not earlier terminated, this Agreement will terminate on the expiration or termination of the last Service being performed hereunder, and thereafter all rights and obligations hereunder shall be terminated, except for the payment by Spinco of any remaining Fees due and payable hereunder, and except as otherwise provided in Section 9.4.

7.3 Transition; Obligations on Termination . In connection with the transition of the Services to Spinco: (i) prior to the expiration or termination of the applicable Service Termination Date, Service Provider shall cooperate with all reasonable requests by Spinco in connection with the transition of the performance of the Services from Service Provider to Spinco, (ii) Service Provider shall return to Spinco or destroy, at Spinco’s option, all Confidential Information (as defined in the Confidentiality Agreement) of Spinco that is in Service Provider’s possession, and (iii) Spinco shall reimburse Service Provider for any and all costs and expenses incurred by Service Provider in connection with such transition. Notwithstanding the foregoing, in the event that certain Confidential Information cannot reasonably or practicably be returned to Spinco or destroyed (if directed by Spinco) after Service Provider and Spinco has used all commercially reasonable efforts to attempt such return or destruction), Spinco shall, prior to the expiration or termination of the applicable Service Termination Date, identify the Confidential Information that it wishes for Service Provider to retain, and Service Provider shall use commercially reasonable efforts to retain such Confidential Information for a period of seven years after the expiration or termination of the applicable Service Termination Date, and shall provide Spinco and Acquirer reasonable access to such Confidential Information over such time period; provided that Spinco shall reimburse Service Provider for any and all costs and expenses incurred by Service Provider in connection with such retention and access. In the event any Service is terminated prior to the applicable Service Termination Date (other than pursuant to Section 7.2.2 as a result of a breach by Service Provider), Spinco shall be responsible to Service Provider for reasonable and proper termination charges payable to third parties, which shall include all cancellation costs incurred by Service Provider or costs for materials acquired in connection with the provision of such Service or Services and Service Provider’s costs related to the transition.

ARTICLE 8

LIMITATION ON LIABILITY; INDEMNIFICATION

8.1 Limitation on Liability; Indemnification.

(a) As used in this Section 8.1: (i) “Losses” means losses, damages, and expenses, and “Third Party Losses” means Losses sustained by any Person other than Spinco.

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(b) Service Provider shall not be liable for any Loss (including without limitation any Loss sustained by Spinco in respect of a Third Party Loss) arising out of or related to the Services, whether arising out of breach of warranty, strict liability, tort, contract or otherwise, other than Losses resulting from Service Provider’s or its Subcontractors’ breach of this Agreement, gross negligence or willful misconduct with respect to the provision of Services.

(c) Under no circumstances shall Service Provider or any Affiliate of Service Provider have liability hereunder (in the aggregate) in excess of the total amount of all Fees paid by Spinco, or be otherwise required to pay out in damages, cost of settlement, or otherwise, in excess of such amount.

(d) Service Provider shall defend, indemnify, and hold Spinco and its officers, directors, managers, partners, members, employees, agents, successors, assigns and Affiliates harmless from and against any actual or alleged Losses resulting from Service Provider’s or its Subcontractors’ breach of this Agreement, gross negligence or willful misconduct with respect to the provision of the Services.

(e) Spinco shall defend, indemnify and hold Service Provider and its officers, directors, employees, agents, successors, assigns and Affiliates harmless from and against any and all actual or alleged Losses resulting from Spinco’s breach of this Agreement, gross negligence or willful misconduct.

(f) NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR PUNITIVE OR EXEMPLARY DAMAGES.

(g) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY OF NON-INFRINGEMENT), WITH RESPECT TO THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT.

8.2 Procedure . A party (the “ Indemnified Party ”) shall notify the other party (the “ Indemnifying Party ”) in writing of any claim, action or demand (a “ Third Party Claim ”) for which the Indemnified Party intends to claim indemnification under this Article 8. If the Indemnifying Party fails to assume the defense of such Third Party Claim within 30 days after notice of any such Third Party Claim, or such shorter period as is reasonably required, the Indemnified Party will have the right to undertake the defense, compromise or settlement of such Third Party Claim on behalf of and for the account and risk, and at the expense, of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such Third Party Claim at any time prior to settlement, compromise or final determination thereof. Notice of any Third Party Claim shall be given promptly after the Indemnified Party becomes aware of the Third Party Claim, but no delay in giving such notice shall affect the Indemnified Party’s right to indemnification hereunder except to the extent that such delay shall have affected the Indemnifying Party’s ability to defend or settle such Third Party Claim. Notice of a Third

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Party Claim shall be accompanied by all information reasonably available to the Indemnified Party relevant to the investigation, assessment, defense and settlement of such Third Party Claim. The Indemnified Party shall, at the request and expense of the Indemnifying Party, take such actions as the Indemnifying Party may reasonably request in connection with the investigation, assessment, defense and settlement of any Third Party Claim.

ARTICLE 9

GENERAL

9.1 Confidential Information . The rights and obligations under this Agreement are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of information set forth in the Confidentiality Agreement.

9.2 Relationship of the Parties . Service Provider, in performance of its obligations under this Agreement, is acting as an independent contractor to Spinco, and not as a partner, joint venture or agent, nor do the parties intend to create by this Agreement an employer-employee relationship. Each party retains control over its personnel, and the employees of one party shall not be considered employees of the other party. Neither party shall be bound by any representation, act or omission of the other party. Neither party has any right, power or authority to create any obligation, express or implied, on behalf of the other party.

9.3 Subcontracting . Service Provider may use contractors, subcontractors, vendors or other third parties (collectively, “ Subcontractors ”) to provide some or all of the Services either on-site or at other locations. In the event that Service Provider uses any Subcontractors to perform any Services, Service Provider shall not be released from responsibility for its obligations under this Agreement. Service Provider shall be fully responsible, financially and otherwise, for the Services provided by each Subcontractor to the same extent as if Service Provider had performed the Services (subject to the limitations set forth in this Agreement) itself and shall pay the fees and expenses of any such Subcontractor.

9.4 Survival . The provisions relating to payment in Section 2.1.3 and 2.1.4, and the provisions of Sections 2.3, 3.4, ARTICLE 5, Section 7.3, ARTICLE 8 and ARTICLE 9 shall survive termination or expiration of the Service Performance Period.

9.5 Entire Agreement . The schedules to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. This Agreement, the Separation Agreement, the Confidentiality Agreement and the Merger Agreement (together in each case with the schedules, exhibits and other documents referenced therein) contain, and are intended as, a complete statement of all of the terms and the arrangements between the parties hereto with respect to the matters provided for herein, and supersede any previous agreements and understandings between the parties with respect to those matters.

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9.6 Governing Law . This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) is governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

9.7 Jurisdiction; Consent to Jurisdiction .

(a) Exclusive Jurisdiction . Each of the parties irrevocably agrees that any claim, dispute or controversy (of any and every kind or type, whether based on contract, tort, statute, regulation or otherwise, and whether based on state, federal, foreign or any other law), arising out of, relating to or in connection with this Agreement, including disputes relating to the existence, validity, breach or termination of this Agreement (any such claim being a “Covered Claim”) may be brought and determined in any federal or state court located in the State of Delaware, and each of the parties hereto hereby irrevocably submits in respect of Covered Claims for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding in respect of Covered Claims (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Laws, that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(b) Waiver of Jury Trial . EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS (b).

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9.8 Headings . The section headings hereof are for convenience of reference only and are to be given no effect in construction, interpretation or effect hereof.

9.9 Notices . All notices and other communications hereunder shall be in writing and provided to the addresses set forth below and shall be deemed given on the date of actual receipt at the address or facsimile number of the recipient party (Service Provider or Spinco, as the case may be), all as shown below (or to such other address as such party may have specified by notice given to the other party pursuant to this Section 9.9):

If to Service Provider, to:

Leslie Lovingood

MeadWestvaco Corporation

501 South 5 ^th Street

Richmond, VA 23219

with a copy to:

MeadWestvaco Corporation

501 South 5 ^th Street

Richmond, VA 23219

Attn: General Counsel

If to Spinco, to:

Mark Anderson

ACCO Brands Corporation

300 Tower Parkway

Lincolnshire, IL, 60069

with a copy to:

ACCO Brands Corporation

300 Tower Parkway

Lincolnshire, IL, 60069

Attn: General Counsel

9.10 Severability . The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision hereof, each of which shall remain in full force and effect.

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9.11 Binding Effect; No Third Party Beneficiaries; Assignment . This Agreement shall be legally binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any Person not a party hereto (other than the rights of the Indemnified Parties under Article 8). No assignment hereof or of any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without such required consent shall be without effect. No assignment by either party shall relieve the assigning party of responsibility for the performance of its obligations under this Agreement.

9.12 Amendments . This Agreement may be amended, supplemented or modified only pursuant to a written instrument making specific reference hereto signed by each of the parties hereto.

9.13 Waiver . No waiver of any breach of this Agreement shall be effective unless in writing and signed by the party to be bound thereby. No waiver by any party of any breach of this Agreement shall be deemed to extend to any prior or subsequent breach or affect in any way any rights arising by virtue of any such prior or subsequent occurrence.

9.14 Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Copies of executed counterparts transmitted by facsimile or other electronic transmission service shall be considered original executed counterparts for purposes of this Section.

9.15 Non-Recourse . No past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of either Service Provider or Spinco or their Affiliates shall have any liability for any obligations or liabilities of Service Provider or Spinco, respectively, under this Agreement or for any claims based on, in respect of, or by reason of, the transactions contemplated by this Agreement.

9.16 Effect if Distribution Does Not Occur . If the Distribution does not occur, then all actions and events that are, under this Agreement, to be taken or occur shall not be taken or occur except to the extent specifically agreed by the parties.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by an authorized representative as of the Effective Date.

Shared Services Functions:

Procure to Pay (P2P): Accounts payable

Record to Report (R2R): Accounting record keeping, reconciliation and reporting

Invoice to Cash (I2C): Credit, collections, accounts receivable

Exhibit 10.2

EXECUTION VERSION

TAX MATTERS AGREEMENT

by and among

MeadWestvaco Corporation,

Monaco SpinCo Inc.,

and

ACCO Brands Corporation

Dated as of May 1, 2012

TAX MATTERS AGREEMENT

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 .”

WHEREAS, Parent, directly and through its various subsidiaries, is engaged in the Parent Business and the Spinco Business;

WHEREAS, the board of directors of Parent has determined that it is in the best interests of Parent and its shareholders to create a new publicly traded company which shall operate the Spinco Business;

WHEREAS, Parent and Spinco have entered into the Separation Agreement pursuant to which (a) (i) Parent will, and will cause its Subsidiaries to, transfer certain assets, liabilities, subsidiaries and businesses of Parent and its Subsidiaries to Spinco and its Subsidiaries, and (ii) Spinco will, and/or will cause one or more of its Subsidiaries to, transfer certain assets, liabilities, subsidiaries and businesses to Parent and its Subsidiaries, as a result of which Spinco will own, directly and through its Subsidiaries, the Spinco Business and will not own, directly or indirectly through its Subsidiaries, any of the Parent Business (the “ Restructuring ”), and (b) Parent will distribute the stock of Spinco to its shareholders (the “ Distribution ”) as described therein;

WHEREAS, prior to consummation of the Restructuring and the Distribution, Parent was the common parent corporation of an affiliated group of corporations within the meaning of Section 1504 of the Code;

WHEREAS, the Parties intend that, for U.S. federal income Tax purposes, certain steps of the Restructuring and the Distribution shall qualify as tax-free transactions within the meaning of Sections 355(a) and 368(a)(1)(D) of the Code;

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of November 17, 2011, among Parent, Spinco, Acquirer and Merger Sub, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 19, 2012 (the “ Merger Agreement ”), immediately following the Distribution, Merger Sub will merge with and into Spinco with Spinco surviving the merger;

WHEREAS, immediately following the Merger, Spinco will merge with and into Mead Products LLC, a Delaware limited liability company and direct wholly owned subsidiary of Acquirer (“ Acquirer LLC ”) with Acquirer LLC surviving the merger (such merger, the “ LLC Merger ”) in the manner contemplated by the Merger Agreement;

WHEREAS, the Parties wish to (a) provide for the payment of Tax liabilities and entitlement to refunds thereof, allocate responsibility for, and cooperation in, the filing of Tax Returns, and provide for certain other matters relating to Taxes and (b) set forth certain covenants and indemnities relating to the preservation of the tax-free status of certain steps of the Restructuring and the Distribution; and

WHEREAS, the Parties agree that (i) Spinco shall be responsible for all known and unknown non-U.S. Income Taxes and Non-Income Taxes, in each case, of or attributable to the Spinco Business and the Spinco Group for any period (other than any Restructuring/Distribution Taxes) and (ii) Parent shall be responsible for (A) all known and unknown U.S. Income Taxes attributable to the Spinco Business and the Spinco Group for any Pre-Closing Period, (B) all Restructuring/Distribution Taxes and (C) all Taxes for which any member of the Parent Group may be liable, other than those Taxes described in clause (i) of this recital and Taxes attributable to a Spinco Disqualifying Action.

NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, covenants and provisions of this Agreement, each of the Parties mutually covenants and agrees as follows:

ARTICLE I

DEFINITIONS

Section 1.01 General . As used in this Agreement, the following terms shall have the following meanings:

“ Accounting Firm ” has the meaning set forth in Section 8.01.

“ Acquirer ” has the meaning set forth in the preamble to this Agreement.

“ Acquirer LLC ” has the meaning set forth in the recitals to this Agreement.

“ Adjustment ” means an adjustment of any item of income, gain, loss, deduction, credit or any other item affecting Taxes of a taxpayer pursuant to a Final Determination.

“ Agreement ” has the meaning set forth in the preamble to this Agreement.

“ Ancillary Agreement ” has the meaning set forth in the Separation Agreement.

“ Benefited Party ” has the meaning set forth in Section 4.01(b).

“ Carryback ” has the meaning set forth in Section 4.02(b).

“ Closing Date ” means the date on which the Distribution, the Merger and the LLC Merger are consummated.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Common Parent ” means (a) for U.S. federal Income Tax purposes, the “common parent corporation” of an “affiliated group” (in each case, within the meaning of Section 1504 of the Code) filing a U.S. federal consolidated Income Tax Return, or (b) for state, local or foreign income Tax purposes, the common parent (or the equivalent thereof) of a Tax Group.

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“ Controlled 1 ” has the meaning set forth in the IRS Ruling Request.

“ Controlled 1 Contribution ” has the meaning set forth in the IRS Ruling Request.

“ Counsel ” means Wachtell, Lipton, Rosen & Katz.

“ Disqualifying Action ” means a Parent Disqualifying Action or a Spinco Disqualifying Action.

“ Distributing 1 ” has the meaning set forth in the IRS Ruling Request.

“ Distribution ” has the meaning set forth in the recitals to this Agreement.

“ Due Date ” means (a) with respect to a Tax Return, the date (taking into account all valid extensions) on which such Tax Return is required to be filed under applicable Law and (b) with respect to a payment of Taxes, the date on which such payment is required to be made to avoid the incurrence of interest, penalties and/or additions to Tax.

“ Effective Time ” has the meaning set forth in the Separation Agreement.

“ Employee Benefits Agreement ” means the Employee Benefits Agreement by and between the Parties dated as of November 17, 2011 and amended as of March 5, 2012.

“ Extraordinary Transaction ” means any action that is not in the Ordinary Course of Business, but shall not include any action described in or contemplated by the Separation Agreement, the Merger Agreement or any Ancillary Agreement (including, without limitation, the LLC Merger) or that is undertaken pursuant to the Restructuring or the Distribution.

“ Fifty-Percent or Greater Interest ” has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

“ Final Determination ” means the final resolution of liability for any Tax for any taxable period, by or as a result of (a) a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed, (b) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the Laws of other jurisdictions, which resolves the entire Tax liability for any taxable period, (c) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund or credit may be recovered by the jurisdiction imposing the Tax, or (d) any other final resolution, including by reason of the expiration of the applicable statute of limitations or the execution of a pre-filing agreement with the IRS or other Taxing Authority.

“ Income Tax Return ” means any Tax Return on which Income Taxes are reflected or reported.

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“ Income Taxes ” means any Taxes based upon, measured by, or calculated with respect to: (a) net income or profits or net receipts (including, but not limited to, any capital gains, minimum Tax or any Tax on items of Tax preference, but not including sales, use, real or personal property, or transfer or similar Taxes) or (b) multiple bases (including corporate franchise, doing business and occupation Taxes) if one or more bases upon which such Tax may be based, measured by, or calculated with respect to, is described in clause (a).

“ Indemnified Party ” means the Party which is entitled to seek indemnification from the other Party pursuant to the provisions of Article III.

“ Indemnifying Party ” means the Party from which the other Party is entitled to seek indemnification pursuant to the provisions of Article III.

“ Information ” has the meaning set forth in Section 7.01(a).

“ Information Request ” has the meaning set forth in Section 7.01(a).

“ Internal Spin-Off ” has the meaning set forth in the IRS Ruling Request. For the avoidance of doubt, Distributing 1 is the distributing corporation in the Internal Spin-Off and Controlled 1 is the controlled corporation in the Internal Spin-Off.

“ IRS ” means the U.S. Internal Revenue Service or any successor thereto, including, but not limited to its agents, representatives, and attorneys.

“ IRS Ruling ” means the U.S. federal income Tax ruling, and any supplements thereto, issued to Parent by the IRS in connection with the Restructuring and the Distribution.

“ IRS Ruling Request ” means any letter filed by Parent with the IRS requesting a ruling regarding certain tax consequences of the Transactions and any amendment or supplement to such ruling request letter.

“ LLC Merger ” has the meaning set forth in the recitals to this Agreement.

“ Law ” means any U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, administrative pronouncement, order, requirement or rule of law (including common law).

“ Merger ” has the meaning set forth in the Separation Agreement.

“ Merger Agreement ” has the meaning set forth in the recitals to this Agreement.

“ Mixed Business Income Tax Return ” means any Income Tax Return (other than a Parent Consolidated Return), including any consolidated, combined or unitary Income Tax Return, that reflects or reports Income Taxes that relate to at least one asset or activity that is part of the Parent Business, on the one hand, and at least one asset or activity that is part of the Spinco Business, on the other hand.

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“ Mixed Business Non-Income Tax Return ” means any Non-Income Tax Return that reflects or reports Non-Income Taxes that relate to at least one asset or activity that is part of the Parent Business, on the one hand, and at least one asset or activity that is part of the Spinco Business, on the other hand.

“ Mixed Business Non-Income Taxes ” means any U.S. federal, state or local, or foreign Non-Income Taxes attributable to any Mixed Business Non-Income Tax Return.

“ Mixed Business Non-U.S. Income Tax Return ” means any Mixed Business Income Tax Return on which Mixed Business Non-U.S. Income Taxes are reflected or reported.

“ Mixed Business Non-U.S. Income Taxes ” means any foreign Income Taxes attributable to any Mixed Business Income Tax Return.

“ Mixed Business U.S. Income Tax Return ” means any Mixed Business Income Tax Return on which Mixed Business U.S. Income Taxes are reflected or reported.

“ Mixed Business U.S. Income Taxes ” means any U.S. federal, state or local Income Taxes attributable to any Mixed Business Income Tax Return.

“ Mixed Return Preparing Party ” has the meaning set forth in Section 2.04(a)(iii).

“ Mixed Return Reviewing Party ” has the meaning set forth in Section 2.04(a)(iii).

“ Non-Income Tax Return ” means any Tax Return relating to Taxes other than Income Taxes.

“ Non-Income Taxes ” means any Taxes other than Income Taxes.

“ Notified Action ” has the meaning set forth in Section 6.03(a).

“ Opinion ” means the opinion of Counsel with respect to certain Tax aspects of the Transactions.

“ Ordinary Course of Business ” means an action taken by a Person only if such action is taken in the ordinary course of the normal day-to-day operations of such Person.

“ Parent ” has the meaning set forth in the preamble to this Agreement.

“ Parent Business ” means the Parent Group’s packaging business and any other businesses currently or formerly conducted by any member of the Parent Group, other than the Spinco Business.

“ Parent Consolidated Return ” means the U.S. federal Income Tax Return required to be filed by Parent as the Common Parent.

“ Parent Consolidated Taxes ” means any U.S. federal Income Taxes attributable to any Parent Consolidated Return.

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“ Parent Disqualifying Action ” means (a) any action (or the failure to take any action) within its control by Parent or any Parent Entity (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions) that, (b) any event (or series of events) involving the capital stock of Parent, any assets of Parent or any assets of any Parent Entity that, or (c) any breach by Parent or any Parent Entity of any representation, warranty or covenant made by them in this Agreement that, in each case, would affect the Tax-Free Status of the Transactions; provided , however , the term “ Parent Disqualifying Action ” shall not include any action described in or contemplated by the Separation Agreement, the Merger Agreement or any Ancillary Agreement or that is undertaken pursuant to the Restructuring or the Distribution.

“ Parent Entity ” means any Subsidiary of Parent immediately after the Effective Time.

“ Parent Group ” means, individually or collectively, as the case may be, Parent and any Parent Entity.

“ Parent Taxes ” means, without duplication, (a) any Taxes (including any Taxes resulting from an Adjustment) of Parent or any Subsidiary or former Subsidiary of Parent for any Pre-Closing Period and, with respect to a Straddle Period, the portion of such period ending at the end of the day on the Closing Date (determined in accordance with Section 2.05), (b) any Taxes attributable to a Parent Disqualifying Action, and (c) any Restructuring/Distribution Taxes, in each case other than Spinco Taxes. For the avoidance of doubt, Parent Taxes include (1) Parent Consolidated Taxes for any Pre-Closing Period and, with respect to a Straddle Period, the portion of such period ending at the end of the day on the Closing Date (determined in accordance with Section 2.05), (2) Mixed Business U.S. Income Taxes for any Pre-Closing Period and, with respect to a Straddle Period, the portion of such period ending at the end of the day on the Closing Date (determined in accordance with Section 2.05), (3) Single Business Taxes that are U.S. Income Taxes (including such Taxes attributable to Tax Items properly attributable to assets or activities of the Spinco Business) for any Pre-Closing Period and, with respect to a Straddle Period, the portion of such period ending at the end of the day on the Closing Date (determined in accordance with Section 2.05), (4) all Taxes attributable to Tax Items that are properly attributable to the assets or activities of the Parent Business for any period and (5) Restructuring/Distribution Taxes, in each case other than any Taxes attributable to a Spinco Disqualifying Action.

“ Party ” and “ Parties ” have the meaning set forth in the preamble to this Agreement.

“ Past Practice ” means past practices, accounting methods, elections and conventions.

“ Person ” has the meaning set forth in the Separation Agreement.

“ Post-Closing Period ” means any taxable period (or portion thereof) beginning after the Closing Date, including for the avoidance of doubt, the portion of any Straddle Period beginning after the Closing Date.

“ Pre-Closing Period ” means any taxable period (or portion thereof) ending on or before the Closing Date, including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Closing Date.

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“ Preparing Party ” has the meaning set forth in Section 2.04(a)(ii).

“ Proposed Acquisition Transaction ” means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulation Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by Spinco management or shareholders, is a hostile acquisition, or otherwise, as a result of which Spinco or Controlled 1 would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from Spinco or Controlled 1, and/or one or more holders of outstanding shares of Spinco capital stock or Controlled 1 capital stock, as the case may be, a number of shares of Spinco capital stock or Controlled 1 capital stock, as applicable, that would, when combined with any other direct or indirect changes in ownership of Spinco capital stock or Controlled 1 capital stock, as applicable, pertinent for purposes of Section 355(e) of the Code (including the Merger and the LLC Merger), comprise 50% or more of (a) the value of all outstanding shares of stock of Spinco or Controlled 1, as applicable, as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of Spinco or Controlled 1, as applicable, as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by Spinco or Acquirer of, or the issuance of stock pursuant to, a shareholder rights plan or (ii) issuances by Spinco that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders (except to the extent provided otherwise in the IRS Ruling). This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation. For the avoidance of doubt, none of the Merger, the LLC Merger or any liquidation, merger or amalgamation of Acquirer LLC or Controlled 1 with and into Acquirer or any Person that is a direct or indirect wholly owned Subsidiary of Acquirer shall constitute a Proposed Acquisition Transaction.

“ Refund ” means any refund (or credit in lieu thereof) of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied to other Taxes payable), including any interest paid on or with respect to such refund of Taxes; provided , however , that for purposes of this Agreement, the amount of any Refund required to be paid to another Party shall be reduced by the net amount of any Income Taxes imposed on, related to, or attributable to, the receipt or accrual of such Refund.

“ Restriction Period ” has the meaning set forth in Section 6.02(b).

“ Restructuring ” has the meaning set forth in the recitals to this Agreement.

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“ Restructuring/Distribution Taxes ” means (i) any Taxes imposed on or by reason of the Controlled 1 Contribution, the Internal Spin-Off, the Restructuring or the Distribution (including Transfer Taxes), other than any such Taxes caused by a Disqualifying Action and (ii) any Taxes payable by reason of the distribution of cash or any other property from Spinco to Parent (other than Spinco Securities). For the avoidance of doubt, Restructuring/Distribution Taxes include, without limitation, Taxes payable by reason of (1) deferred intercompany transactions or excess loss accounts triggered by the Controlled 1 Contribution, the Internal Spin-Off, the Restructuring or the Distribution and (2) the settlement of intercompany receivables, payables, loans and other accounts between Spinco or any member of the Spinco Group, on the one hand, and Parent and any member of the Parent Group, on the other hand, as contemplated by Section 1.6(c) of the Separation Agreement.

“ Reviewing Party ” has the meaning set forth in Section 2.04(a)(ii).

“ Separation Agreement ” means the Separation Agreement by and between Parent and Spinco dated as of November 17, 2011, as amended by Amendment No. 1 to the Separation Agreement dated as of March 19, 2012.

“ Single Business Return ” means any Tax Return including any consolidated, combined or unitary Tax Return, that reflects or reports Tax Items relating only to the Parent Business, on the one hand, or the Spinco Business, on the other (but not both), whether or not the Person charged by Law to file such Tax Return is engaged in the business to which the Tax Return relates.

“ Single Business Return Preparing Party ” has the meaning set forth in Section 2.04(b)(i).

“ Single Business Return Reviewing Party ” has the meaning set forth in Section 2.04(b)(i).

“ Single Business Taxes ” means any U.S. federal, state or local, or foreign Taxes attributable to any Single Business Return.

“ Specified Exhibits ” means Exhibits A-2, B-1, B-2, C-1, D-1, E-1 and F to the IRS Ruling Request.

“ Spinco ” has the meaning set forth in the preamble to this Agreement.

“ Spinco Business ” has the meaning set forth for “SpinCo Business” in the Separation Agreement.

“ Spinco Disqualifying Action ” means (a) any action (or the failure to take any action) within its control by Spinco or any Spinco Entity (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions) that, (b) any event (or series of events) involving the capital stock of Spinco, the capital stock of Controlled 1, any assets of Spinco or any assets of any Spinco Entity that, or (c) any breach by Spinco or any Spinco Entity of any representation, warranty or covenant made by them in this Agreement that, in each case, would affect the Tax-Free Status of the Transactions; provided , however , that (i) the term “ Spinco Disqualifying Action ” shall not

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include any action (including, without limitation, the LLC Merger) described in or contemplated by the Separation Agreement, the Merger Agreement or any Ancillary Agreement or that is undertaken pursuant to the Restructuring or the Distribution, and (ii) in the event that Parent shall have waived the condition set forth in Section 9.2(e) of the Merger Agreement, the term “Spinco Disqualifying Action” shall not include any action taken by Spinco, Acquirer or any Spinco Entity (A) prior to the date of such waiver by Parent or (B) on or after the date of such waiver by Parent unless, prior to consummating the Distribution, Parent shall have received an Unqualified Tax Opinion in form and substance reasonably satisfactory to Acquirer, confirming the Tax-Free Status of the Transactions.

“ Spinco Employee ” has the meaning set forth in Section 4.04(b).

“ Spinco Entity ” means any Subsidiary of Spinco immediately after the Effective Time.

“ Spinco Group ” means, individually or collectively, as the case may be, Spinco and any Spinco Entity.

“ Spinco Securities ” has the meaning set forth in the Merger Agreement.

“ Spinco Taxes ” means, without duplication, (a) any Taxes of Parent or any Subsidiary or former Subsidiary of Parent attributable to the Tax Items properly attributable to assets or activities of the Spinco Business (excluding any (i) Parent Consolidated Taxes for any Pre-Closing Period and, with respect to a Straddle Period, the portion of such period ending at the end of the day on the Closing Date (determined in accordance with Section 2.05), (ii) Mixed Business U.S. Income Taxes for any Pre-Closing Period and, with respect to a Straddle Period, the portion of such period ending at the end of the day on the Closing Date (determined in accordance with Section 2.05), (iii) Restructuring/Distribution Taxes, and (iv) Taxes attributable to any discontinued operations of Parent or any Subsidiary or former Subsidiary of Parent (provided that the operations of any entity or business to which Parent or any such Subsidiary or former Subsidiary of Parent is a successor shall not be treated as a discontinued operation), and (b) any Taxes attributable to a Spinco Disqualifying Action, in each case including any Taxes resulting from an Adjustment. For the avoidance of doubt, Spinco Taxes shall (1) include (A) any Mixed Business Non-U.S. Income Taxes, which Taxes shall be computed by including only the Tax Items properly attributable to the Spinco Business and excluding any Tax Items properly attributable to the Parent Business, (B) any Mixed Business Non-Income Taxes and (C) any Single Business Taxes that are not U.S. Income Taxes, in each case attributable to the Tax Items properly attributable to assets or activities of the Spinco Business, and (2) not include (A) any Taxes for any period that are attributable to the Tax Items properly attributable to the assets or activities of the Parent Business, (B) any Mixed Business U.S. Income Taxes, (C) any Single Business Taxes that are U.S. Income Taxes (including such Taxes attributable to Tax Items properly attributable to assets or activities of the Spinco Business) for any Pre-Closing Period and, with respect to a Straddle Period, the portion of such period ending at the end of the day on the Closing Date (determined in accordance with Section 2.05), (D) any Taxes attributable to a Parent Disqualifying Action and (E) any Taxes attributable to a breach or inaccuracy of any representation, warranty or covenant that was included in the Specified Exhibits. For the further avoidance of doubt, (i) any Tax Return for any entity set forth on Schedule 1.01 shall be a Single Business Return, (ii) any such Tax Return shall be treated as including assets or activities relating only to the Spinco Business, and (iii) any Taxes attributable to such Tax Return shall be treated as Spinco Taxes. Parent, Augusta and Spinco shall cooperate in good faith in the preparation of Schedule 1.01.

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“ Straddle Period ” means any taxable period that begins on or before and ends after the Closing Date.

“ Subsidiary ” has the meaning set forth in the Separation Agreement.

“ Tax ” means (a) all taxes, charges, fees, duties, levies, imposts, or other similar assessments, imposed by any U.S. federal, state or local or foreign governmental authority, including, but not limited to, net income, gross income, gross receipts, excise, real property, personal property, sales, use, service, service use, license, lease, capital stock, transfer, recording, franchise, business organization, occupation, premium, environmental, windfall profits, profits, customs, duties, payroll, wage, withholding, social security, employment, unemployment, insurance, severance, workers compensation, excise, stamp, alternative minimum, estimated, value added, ad valorem and other taxes, charges, fees, duties, levies, imposts, or other similar assessments, (b) any interest, penalties or additions attributable thereto and (c) all liabilities in respect of any items described in clauses (a) or (b) payable by reason of assumption, transferee or successor liability, operation of Law or Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under Law).

“ Tax Attributes ” means net operating losses, capital losses, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, previously taxed income, separate limitation losses and any other losses, deductions, credits or other comparable items that could affect a Tax liability for a past or future taxable period.

“ Tax Benefit ” means any refund, credit, or other reduction in Tax payments otherwise required to be made to a Taxing Authority.

“ Tax-Free Status of the Transactions ” means the qualification of (A) each of the Controlled 1 Contribution and the Restructuring as a transaction described in Section 1032 of the Code, and (B) the Controlled 1 Contribution and the Internal Spin-Off, taken together, and the Restructuring and the Distribution, taken together, each (a) as a reorganization described in Sections 355(a) and 368(a)(1)(D) of the Code, (b) as a transaction in which the stock of Controlled 1, Spinco Common Stock (as defined in the Separation Agreement) or Spinco Securities distributed thereby is property with respect to which no gain is recognized pursuant to Section 361(b) of the Code and is “qualified property” for purposes of Sections 355(d), 355(e) and 361(c) of the Code, and (c) as a transaction in which Parent and the shareholders of Parent, respectively, recognize no income or gain pursuant to Section 355(a) of the Code, other than, in the case of Parent or any Subsidiary of Parent, any income or gain recognized as a result of intercompany items or excess loss accounts being taken into account pursuant to Treasury Regulations promulgated pursuant to Section 1502 of the Code or any Restructuring/Distribution Taxes.

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“ Tax Group ” means any U.S. federal, state, local or foreign affiliated, consolidated, combined, unitary or similar group or fiscal unity that joins in the filing of a single Tax Return.

“ Tax Item ” means any item of income, gain, loss, deduction, credit, recapture of credit or any other item which increases or decreases Taxes paid or payable.

“ Tax Materials ” means (i) the IRS Ruling, (ii) the Opinion, (iii) each submission to the IRS in connection with the IRS Ruling Request, (iv) the representation letter from Parent and Spinco addressed to Counsel supporting the Opinion, (v) the representation letter from Acquirer, Merger Sub and Acquirer LLC addressed to Counsel supporting the Opinion and (vi) any other materials delivered or deliverable by Parent or Spinco in connection with the rendering by Counsel of the Opinion and the issuance by the IRS of the IRS Ruling.

“ Tax Matter ” has the meaning set forth in Section 7.01(a).

“ Tax Package ” means all relevant Tax-related information relating to the operations of the Parent Business or the Spinco Business, as applicable, that is reasonably necessary to prepare and file the applicable Tax Return.

“ Tax Proceeding ” means any audit, assessment of Taxes, pre-filing agreement, other examination by any Taxing Authority, proceeding, appeal of a proceeding or litigation relating to Taxes, whether administrative or judicial, including proceedings relating to competent authority determinations.

“ Tax Return ” means any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, or declaration of estimated Tax) required to be supplied to, or filed with, a Taxing Authority in connection with the payment, determination, assessment or collection of any Tax or the administration of any Laws relating to any Tax and any amended Tax return or claim for refund.

“ Taxing Authority ” means any governmental authority or any subdivision, agency, commission or entity thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).

“ Transaction Agreement ” means this Agreement, the Merger Agreement, the Separation Agreement, the Employee Benefits Agreement and the Transition Services Agreement (as defined in the Merger Agreement).

“ Transactions ” means the Restructuring, the Distribution and the other transactions contemplated by the Separation Agreement, the Merger Agreement and the Ancillary Agreements.

“ Transfer Taxes ” means all sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp or similar Taxes imposed on the Restructuring or the Distribution.

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“ Treasury Regulations ” means the final and temporary (but not proposed) income Tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“ Unqualified Tax Opinion ” means a “will” opinion, without substantive qualifications, of a nationally recognized law or accounting firm, which firm is reasonably acceptable to Parent, to the effect that a transaction will not affect the Tax-Free Status of the Transactions.

“ U.S. ” means the United States of America.

“ U.S. Income Taxes ” means any Income Taxes imposed by or payable to the United States, any State or any political subdivision of the United States or any State.

Section 1.02 Additional Definitions . Capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the Separation Agreement.

ARTICLE II

PREPARATION, FILING AND PAYMENT OF TAXES SHOWN DUE ON TAX RETURNS

Section 2.01 U.S. Income Tax Returns .

(a) Parent Consolidated Returns . Parent shall prepare and file all Parent Consolidated Returns for a Pre-Closing Period or a Straddle Period, and shall pay all Taxes shown to be due and payable on such Tax Returns; provided that Spinco shall reimburse Parent for any such Taxes attributable to a Spinco Disqualifying Action.

(b) Extraordinary Transactions . Notwithstanding anything to the contrary in this Agreement, for all Tax purposes, the Parties shall report any Extraordinary Transactions that are caused or permitted by Spinco or any Spinco Entity on the Closing Date after the Effective Time as occurring on the day after the Closing Date pursuant to Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or foreign Law.

(c) Mixed Business U.S. Income Tax Returns .

(i) Parent shall prepare and file (or cause a Parent Entity to prepare and file) any Mixed Business U.S. Income Tax Return for a Pre-Closing Period or a Straddle Period required to be filed by Parent or a Parent Entity and shall pay, or cause such Parent Entity to pay, all Taxes shown to be due and payable on such Tax Return; provided that Spinco shall reimburse Parent for any Taxes attributable to a Spinco Disqualifying Action.

(ii) Spinco shall prepare and file (or cause a Spinco Entity to prepare and file) any Mixed Business U.S. Income Tax Return for a Pre-Closing Period or a Straddle Period required to be filed by Spinco or a Spinco Entity after the Closing Date, if any, and shall pay, or cause such Spinco Entity to pay, all Taxes shown to be due and payable on such Tax Return; provided that Parent shall reimburse Spinco for all such Taxes that are Parent Taxes.

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(d) Single Business U.S. Income Tax Returns .

(i) Parent shall prepare and file (or cause a Parent Entity to prepare and file) any Single Business Return that relates to U.S. Income Taxes for a Pre-Closing Period or a Straddle Period required to be filed by Parent or a Parent Entity, if any, and shall pay, or cause such Parent Entity to pay, all Taxes shown to be due and payable on such Tax Return; provided that Spinco shall reimburse Parent for any Taxes attributable to a Spinco Disqualifying Action.

(ii) Spinco shall prepare and file (or cause a Spinco Entity to prepare and file) any Single Business Return that relates to U.S. Income Taxes for a Pre-Closing Period or a Straddle Period required to be filed by Spinco or a Spinco Entity after the Closing Date, if any, and shall pay, or cause such Spinco Entity to pay, all Taxes shown to be due and payable on such Tax Return; provided that Parent shall reimburse Spinco for all such Taxes that are Parent Taxes.

Section 2.02 Mixed Business Non-U.S. Income Tax Returns and Mixed Business Non-Income Tax Returns .

(a) Parent shall prepare and file (or cause a Parent Entity to prepare and file) any Mixed Business Non-U.S. Income Tax Return and any Mixed Business Non-Income Tax Return for a Pre-Closing Period or a Straddle Period required to be filed by Parent or a Parent Entity and shall pay, or cause such Parent Entity to pay, all Taxes shown to be due and payable on such Tax Return; provided that Spinco shall reimburse Parent for any such Taxes that are Spinco Taxes (for the avoidance of doubt taking into account those payments (if any) of Taxes with respect to such Tax Return made on or prior to the Closing Date).

(b) Spinco shall prepare and file (or cause a Spinco Entity to prepare and file) any Mixed Business Non-U.S. Income Tax Return and any Mixed Business Non-Income Tax Returns, in each case for a Pre-Closing Period or a Straddle Period required to be filed by Spinco or a Spinco Entity after the Closing Date, and Spinco shall pay, or cause such Spinco Entity to pay, all Taxes shown to be due and payable on such Tax Return; provided that Parent shall reimburse Spinco for all such Taxes that are Parent Taxes (for the avoidance of doubt taking into account those payments (if any) of Taxes with respect to such Tax Return made on or prior to the Closing Date).

Section 2.03 Single Business Returns . Except as set forth in Section 2.01(d), (a) Parent shall prepare and file (or cause a Parent Entity to prepare and file) any Single Business Return for a Pre-Closing Period or a Straddle Period required to be filed by Parent or a Parent Entity and shall pay, or cause such Parent Entity to pay, all Taxes shown to be due and payable on such Tax Return; provided that Spinco shall reimburse Parent for any such Taxes that are Spinco Taxes (for the avoidance of doubt taking into account those payments (if any) of Taxes with respect to such Tax Return made on or prior to the Closing Date), and (b) Spinco shall prepare and file (or cause a Spinco Entity to prepare and file) any Single Business Return for a Pre-Closing Period or

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a Straddle Period required to be filed by Spinco or a Spinco Entity and shall pay, or cause such Spinco Entity to pay, all Taxes shown to be due and payable on such Tax Return; provided that Parent shall reimburse Spinco for any such Taxes that are Parent Taxes (for the avoidance of doubt taking into account those payments (if any) of Taxes with respect to such Tax Returns made on or prior to the Closing Date).

Section 2.04 Tax Return Procedures .

(a) Procedures relating to Tax Returns other than Single Business Returns .

(i) Parent Consolidated Returns . With respect to all Parent Consolidated Returns, Parent shall determine in its sole discretion whether to elect ratable allocation under Treasury Regulation Section 1.1502-76. To the extent that the positions taken on any Parent Consolidated Return would reasonably be expected to materially adversely affect the Tax position of Spinco or any Spinco Entity for any period after the Closing, Parent shall prepare the portions of such Parent Consolidated Returns that relate to the Spinco Business in a manner that is consistent with Past Practice unless otherwise required by applicable Law and shall provide a draft of such portions of such Parent Consolidated Return to Spinco for its review and comment at least thirty (30) days prior to the Due Date for such Parent Consolidated Return, provided, however, that nothing herein shall prevent Parent from timely filing any such Parent Consolidated Return. The Parties shall negotiate in good faith to resolve all disputed issues. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 8.01. In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties or by the Accounting Firm) prior to the Due Date for the filing of any Parent Consolidated Return, such Parent Consolidated Return shall be timely filed by Parent and the Parties agree to amend such Parent Consolidated Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution.

(ii) Mixed Business U.S. Income Tax Returns . To the extent that the positions taken on any Mixed Business U.S. Income Tax Return would reasonably be expected to materially adversely affect the Tax position of the party other than the party that is required to prepare and file any such Tax Return pursuant to Section 2.01 (the “ Reviewing Party ”) for any period after the Closing, the party required to prepare and file such Tax Return (the “ Preparing Party ”) shall prepare the portions of such Mixed Business U.S. Income Tax Return that relates to the business of the Reviewing Party (the Spinco Business or the Parent Business, as the case may be) in a manner that is consistent with Past Practice unless otherwise required by applicable Law and shall provide a draft of such portion of such Mixed Business U.S. Income Tax Return to the Reviewing Party for its review and comment at least thirty (30) days prior to the Due Date for such Mixed Business U.S. Income Tax Return, provided, however, that nothing herein shall prevent the Preparing Party from timely filing any such Mixed Business U.S. Income Tax Return. In the event that Past Practice is not applicable to a particular item or matter, the Preparing Party shall determine the reporting of such item or matter in good faith. The Parties shall negotiate in good faith to resolve all disputed issues. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to

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Section 8.01. In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties or by the Accounting Firm) prior to the Due Date for the filing of any Mixed Business U.S. Income Tax Return, such Mixed Business U.S. Income Tax Return shall be timely filed by the Preparing Party and the Parties agree to amend such Mixed Business U.S. Income Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution.

(iii) Mixed Business Tax Returns . The party that is required to prepare and file any Mixed Business Non-U.S. Income Tax Return or Mixed Business Non-Income Tax Return pursuant to Section 2.02 (the “ Mixed Return Preparing Party ”) shall prepare any such Tax Returns consistent with Past Practice unless otherwise required by Law. In the event that Past Practice is not applicable to a particular item or matter, the Mixed Return Preparing Party shall determine the reporting of such item or matter in good faith. The Mixed Return Preparing Party shall submit to the other party (the “ Mixed Return Reviewing Party ”) a draft of any such Tax Return (or to the extent practicable the portion of such Tax Return that relates to Taxes for which the Mixed Return Reviewing Party is responsible pursuant to this Agreement) along with a statement setting forth the calculation of the Tax shown due and payable on such Tax Return reimbursable by the Mixed Return Reviewing Party under Section 2.02 at least thirty (30) days prior to the Due Date for such Tax Return, provided, however, that nothing herein shall prevent the Mixed Return Preparing Party from timely filing any such Mixed Business Non-U.S. Income Tax Return or Mixed Business Non-Income Tax Return. The Parties shall negotiate in good faith to resolve all disputed issues. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 8.01. In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties or by the Accounting Firm) prior to the Due Date for the filing of any Mixed Business Non-U.S. Income Tax Return or Mixed Business Non-Income Tax Return, such Mixed Business Non-U.S. Income Tax Return or Mixed Business Non-Income Tax Return, as applicable, shall be timely filed by the Mixed Return Preparing Party and the Parties agree to amend such Mixed Business Non-U.S. Income Tax Return or Mixed Business Non-Income Tax Return, as applicable, as necessary to reflect the resolution of such dispute in a manner consistent with such resolution.

(b) Procedures relating to Single Business Returns . The Party that is required to prepare and file any Single Business Return pursuant to Section 2.01(d) or 2.03 (the “ Single Business Return Preparing Party ”) which reflects Taxes which are reimbursable by the other Party (the “ Single Business Return Reviewing Party ”), in whole or in part, shall (x) unless otherwise required by Law or agreed to in writing by the Single Business Return Reviewing Party, prepare such Tax Return in a manner consistent with Past Practice to the extent such items affect the Taxes for which the Single Business Return Reviewing Party is responsible pursuant to this Agreement, and (y) submit to the Single Business Return Reviewing Party a draft of any such Tax Return (or to the extent practicable the portion of such Tax Return that relates to Taxes for which the Single Business Return Reviewing Party is responsible pursuant to this Agreement) along with a statement setting forth the calculation of the Tax shown due and payable on such Tax Return reimbursable by the Single Business Return Reviewing Party under Section 2.01(d) or 2.03 at least thirty (30) days prior to the Due Date for such Tax Return

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provided, however, that nothing herein shall prevent the Single Business Return Preparing Party from timely filing any such Single Business Return. The Parties shall negotiate in good faith to resolve all disputed issues. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 8.01. In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties or by the Accounting Firm) prior to the Due Date for the filing of any Single Business Return, such Single Business Return shall be timely filed by the Single Business Return Preparing Party and the Parties agree to amend such Single Business Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution.

(c) Notwithstanding anything to the contrary in this Article II, the portion of any Tax Return that relates to any Restructuring/Distribution Taxes or any Taxes attributable to a Parent Disqualifying Action shall be prepared by Parent in the manner determined by Parent in its sole discretion (or, if such Tax Return is required to be prepared by Spinco, be prepared by Spinco in the manner determined by Parent in its sole discretion), provided , however , that to the extent such Tax Return relates to any Taxes other than U.S. federal, state or local Taxes, Parent shall provide a draft of such portion of any such Tax Return to Spinco for its review and comment at least thirty (30) days prior to the Due Date for such Tax Return provided, however, that nothing herein shall prevent Parent from timely filing any such Tax Return. The Parties shall negotiate in good faith to resolve all disputed issues. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 8.01. In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties or by the Accounting Firm) prior to the Due Date for the filing of any such Tax Return, such Tax Return shall be timely filed by Parent and the Parties agree to amend such Tax Return as necessary to reflect the resolution of such dispute in a manner consistent with such resolution.

Section 2.05 Straddle Period Tax Allocation . Parent and Spinco shall take all actions necessary or appropriate to close the taxable year of Spinco and each Spinco Entity for all Tax purposes as of the close of the Closing Date to the extent required by applicable Law. If applicable Law does not require Spinco or a Spinco Entity, as the case may be, to close its taxable year on the Closing Date, then the allocation of income or deductions required to determine any Taxes or other amounts attributable to the portion of the Straddle Period ending on, or beginning after, the Closing Date shall be made by means of a closing of the books and records of Spinco or such Spinco Entity as of the close of the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual or periodic basis shall be allocated between such portions in proportion to the number of days in each such portion.

Section 2.06 Timing of Payments . All Taxes required to be paid or caused to be paid pursuant to this Article II by either Parent or a Parent Entity or Spinco or a Spinco Entity, as the case may be, to an applicable Taxing Authority or reimbursed by Parent or Spinco to the other Party pursuant to this Agreement, shall, in the case of a payment to a Taxing Authority, be paid on or before the Due Date for the payment of such Taxes and, in the case of a reimbursement to the other Party, be paid at least two (2) business days before the Due Date for the payment of such Taxes by the other Party.

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Section 2.07 Expenses . Except as provided in Section 8.01 in respect of the Accounting Firm, each Party shall bear its own expenses incurred in connection with this Article II.

Section 2.08 Apportionment of Spinco Taxes . For all purposes of this Agreement, but subject to Section 4.03, Parent, on the one hand, and Spinco and Acquirer, on the other hand, shall jointly determine in good faith which Tax Items are properly attributable to assets or activities of the Spinco Business (and in the case of a Tax Item that is properly attributable to both the Spinco Business and the Parent Business, the allocation of such Tax Item between the Spinco Business and the Parent Business) in a manner consistent with the provisions hereof and any disputes shall be resolved by the Accounting Firm in accordance with Section 8.01.

ARTICLE III

INDEMNIFICATION

Section 3.01 Indemnification by Parent . Parent shall pay, and shall indemnify and hold Spinco harmless from and against, without duplication, (a) all Parent Taxes, (b) all Taxes incurred by Spinco or any Spinco Entity by reason of the breach by Parent of any of its representations, warranties or covenants hereunder, and (c) any costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses).

Section 3.02 Indemnification by Spinco . Spinco shall pay, and shall indemnify and hold the Parent harmless from and against, without duplication, (a) all Spinco Taxes, (b) all Taxes incurred by Parent or any Parent Entity by reason of the breach by Spinco of any of its representations, warranties or covenants hereunder, and (c) any costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses).

Section 3.03 Characterization of and Adjustments to Payments .

(a) For all Tax purposes, Parent and Spinco agree to treat (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Closing Date) as either a contribution by Parent to Spinco or a distribution by Spinco to Parent, as the case may be, occurring immediately prior to the Closing Date and (ii) any payment of non-federal Taxes by or to a Taxing Authority or any payment of interest as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law.

(b) Any indemnity payment under this Article III shall be decreased to take into account an amount equal to the present value of any Tax Benefit made allowable to the Indemnified Party (which Tax Benefit would not have arisen or been allowable but for such indemnified liability). If Spinco makes an indemnity payment to Parent for Spinco Taxes attributable to a Spinco Disqualifying Action, such indemnity payment shall be increased to take into account any inclusion in income of Parent arising from the receipt of such indemnity payment. For purposes hereof, any inclusion, reduction or Tax Benefit shall be determined (i) using the highest marginal rate in effect at the time of the determination, (ii) assuming that the

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Indemnified Party will be liable for Taxes at such rate and has no Tax Attributes at the time of the determination, and (iii) assuming that any Tax Benefit is used at the earliest date allowable by applicable Law. The present value referred to in the preceding sentence shall be determined using a discount rate equal to the mid term applicable federal rate in effect at the time of the payment of the relevant indemnity payment.

Section 3.04 Timing of Indemnification Payments . Indemnification payments in respect of any liabilities for which an Indemnified Party is entitled to indemnification pursuant to this Article III shall be paid by the Indemnifying Party to the Indemnified Party within ten (10) days after written notification thereof by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for, and calculation of, the amount of such indemnification payment.

ARTICLE IV

REFUNDS, CARRYBACKS, TIMING DIFFERENCE AND TAX ATTRIBUTES

Section 4.01 Refunds .

(a) Except as provided in Section 4.02, Parent shall be entitled to all Refunds of Taxes for which Parent is responsible pursuant to Article III, and Spinco shall be entitled to all Refunds of Taxes for which Spinco is responsible pursuant to Article III. A Party receiving a Refund to which the other Party is entitled pursuant to this Agreement shall pay the amount to which such other Party is entitled within ten (10) days after the receipt of the Refund.

(b) In the event of an Adjustment relating to Taxes for which one Party is responsible pursuant to Article III which would have given rise to a Refund but for an offset against the Taxes for which the other Party is or may be responsible pursuant to Article III (the “ Benefited Party ”), then the Benefited Party shall pay to the other Party, within ten (10) days of the Final Determination of such Adjustment an amount equal to the amount of such reduction in the Taxes of the Benefited Party plus interest at the rate set forth in Section 6621(a)(1) on such amount for the period from the filing date of the Tax Return that would have given rise to such Refund to the payment date.

(c) Notwithstanding Section 4.01(a), to the extent that a Party applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party pursuant to this Section 4.01, such Party shall pay such amount to the other Party no later than the Due Date of the Tax Return for which such overpayment is applied to reduce Taxes otherwise payable.

(d) To the extent that the amount of any Refund under this Section 4.01 is later reduced by a Taxing Authority or in a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall be made.

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Section 4.02 Carrybacks .

(a) The carryback of any loss, credit or other Tax Attribute from any Post-Closing Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Laws).

(b) Except to the extent otherwise consented to by Parent or prohibited by applicable Law, Spinco shall elect to relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute from any Post-Closing Period to any Pre-Closing Period or Straddle Period (a “ Carryback ”). In the event that Spinco (or the appropriate member of the Spinco Group) is prohibited by applicable Law to relinquish, waive or otherwise forgo a Carryback (or Parent consents to a Carryback), Parent shall cooperate with Spinco, at Spinco’s expense, in seeking from the appropriate Taxing Authority such Refund as reasonably would result from such Carryback, to the extent that such Refund is directly attributable to such Carryback, and shall pay over to Spinco the amount of such Refund within ten (10) days after such Refund is received; provided , however , that Spinco shall indemnify and hold the members of the Parent Group harmless from and against any and all collateral Tax consequences resulting from or caused by any such Carryback, including, without limitation, the loss or postponement of any benefit from the use of Tax Attributes generated by a member of the Parent Group if (i) such Tax Attributes expire unutilized, but would have been utilized but for such Carryback, or (ii) the use of such Tax Attributes is postponed to a later taxable period than the taxable period in which such Tax Attributes would have been utilized but for such Carryback.

Section 4.03 Tax Attributes .

(a) Parent, on the one hand, and Spinco and Acquirer, on the other hand, shall jointly determine in good faith the allocation of Tax Attributes arising in a Pre-Closing Period to the Parent Group and the Spinco Group in accordance with the Code and Treasury Regulations, including Treasury Regulations Sections 1.1502-9T(c), 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A (and any applicable state, local and foreign Laws), provided , that (i) earnings and profits will be allocated in accordance with Code Section 312(h) and Treasury Regulations Section 1.312-10(a), (ii) the earnings and profits that will be allocated to Spinco will all be non-previously taxed income within the meaning of Code Section 959(c)(3) and any previously taxed income (as defined in Code Section 959(a)) will be retained by Parent, (iii) Parent shall be entitled to make any determination as to (A) basis, and (B) valuation, and shall make such determination consistent with Past Practice, where applicable. For the avoidance of doubt, the allocation of previously taxed income (as defined in Code Section 959(a)) shall not be subject to the joint determination of the parties and Parent shall be entitled to determine the allocation of any previously taxed income. Parent and Spinco hereby agree to compute all Taxes for Post-Closing Periods consistently with the determination of the allocation of Tax Attributes pursuant to this Section 4.03(a) unless otherwise required by a Final Determination.

(b) To the extent that the amount of any Tax Attribute is later reduced or increased by a Taxing Authority or Tax Proceeding, such reduction or increase shall be allocated to the Party to which such Tax Attribute was allocated pursuant to Section 4.03(a).

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Section 4.04 Treatment of Deductions Associated with Equity-Related Compensation .

(a) Unless otherwise prohibited by applicable Law, from and after the Closing Date, solely Parent or any member of the Parent Group, as the case may be, shall be entitled to claim any Tax deduction associated with the exercise in any taxable period of any Parent stock options or stock appreciation rights by any Spinco Employee.

(b) “ Spinco Employee ” means any person employed or formerly employed by any member of the Spinco Group at the time of the exercise, vesting, settlement disqualifying disposition or payment, as appropriate, unless, at such time, such person is employed by a member of the Parent Group or was more recently employed by a member of the Parent Group than by a member of the Spinco Group.

Section 4.05 Timing Differences . If pursuant to a Final Determination any Tax Benefit is made allowable to a member of the Spinco Group as a result of an Adjustment to any Taxes for which a member of the Parent Group is responsible hereunder (or Tax Attribute of a member of the Parent Group) and such Tax Benefit would not have arisen or been allowable but for such Adjustment, or if pursuant to a Final Determination any Tax Benefit is made allowable to a member of the Parent Group as a result of an Adjustment to any Taxes for which a member of the Spinco Group is responsible hereunder (or Tax Attribute of a member of the Spinco Group) and such Tax Benefit would not have arisen or been allowable but for such Adjustment, Spinco or Parent, as the case may be, shall make a payment to either Parent or Spinco, as appropriate, within thirty (30) days following such Final Determination, in an amount equal to the present value of such Tax Benefit (including any Tax Benefit made allowable as a result of the payment) determined (i) using the highest marginal statutory rate applicable to the party receiving the Tax Benefit at the time of the Final Determination and an assumed state income Tax rate of 5% (or the highest applicable provincial rate in Canada), (ii) assuming that the party to which such Tax Benefit is made allowable is liable for Taxes at such rate and has no Tax Attributes at the time of the determination, and (iii) assuming that the Tax Benefit is used at the earliest date allowable by applicable Law. The present value referred to in the preceding sentence shall be determined using a discount rate equal to the mid term applicable federal rate in effect at the time of the Final Determination.

ARTICLE V

TAX PROCEEDINGS

Section 5.01 Notification of Tax Proceedings . Within ten (10) days after an Indemnified Party becomes aware of the commencement of a Tax Proceeding that may give rise to Taxes for which an Indemnifying Party is responsible pursuant to Article III, such Indemnified Party shall notify the Indemnifying Party of such Tax Proceeding, and thereafter shall promptly forward or make available to the Indemnifying Party copies of notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party of the commencement of any such Tax Proceeding within such ten (10) day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent that the Indemnifying Party is actually prejudiced by such failure.

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Section 5.02 Tax Proceeding Procedures Generally .

(a) Tax Proceedings relating to Parent Consolidated Returns, Mixed Business U.S. Income Tax Returns and Single Business U.S. Income Tax Returns .

(i) Except as provided in Section 5.03, Parent shall be entitled to contest, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Parent Consolidated Return, Mixed Business U.S. Income Tax Return, or Single Business Return required to be prepared by Parent or a Parent Entity pursuant to Section 2.01, and any such defense shall be made diligently and in good faith; provided that to the extent that such Tax Proceeding could materially affect the amount of Taxes for which Spinco is responsible pursuant to Article III, Parent (A) shall keep Spinco informed in a timely manner of all actions proposed to be taken by Parent with respect to such Tax Proceeding (or to the extent practicable the portion of such Tax Proceeding that relates to Taxes for which Spinco is responsible pursuant to Article III) and (B), shall permit Spinco to participate in all proceedings with respect to such Tax Proceeding (or to the extent practicable the portion of such Tax Proceeding that relates to Taxes for which Spinco is responsible pursuant to Article III) and shall not settle any such Tax Proceeding without the prior written consent of Spinco, which shall not be unreasonably withheld, delayed or conditioned.

(ii) Except as provided in Section 5.03, Spinco shall be entitled to contest, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Mixed Business U.S. Income Tax Return or Single Business Return required to be prepared by Spinco or a Spinco Entity pursuant to Section 2.01, and any such defense shall be made diligently and in good faith; provided that to the extent that such Tax Proceeding could materially affect the amount of Taxes for which Parent is responsible pursuant to Article III, Spinco (A) shall keep Parent informed in a timely manner of all actions proposed to be taken by Spinco with respect to such Tax Proceeding (or to the extent practicable the portion of such Tax Proceeding that relates to Taxes for which Parent is responsible pursuant to Article III) and (B) shall permit Parent to participate in all proceedings with respect to such Tax Proceeding (or to the extent practicable the portion of such Tax Proceeding that relates to Taxes for which Parent is responsible pursuant to Article III) and shall not settle any such Tax Proceeding without the prior written consent of Parent, which shall not be unreasonably withheld, delayed or conditioned.

(b) Tax Proceedings relating to Mixed Business Non-U.S. Income Tax Returns and Mixed Business Non-Income Tax Returns . The Mixed Return Preparing Party with respect to any Mixed Business Non-U.S. Income Tax Return or Mixed Business Non-Income Tax Return shall be entitled to contest, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding with respect to such Tax Return and any such defense shall be made diligently and in good faith; provided that the Mixed Return Preparing Party shall (i) keep the Mixed Return Reviewing Party informed in a timely manner of all actions proposed to be taken by the Mixed Return Preparing Party with respect to such Tax Proceeding and, (ii) to the extent such Tax Proceeding could materially affect the amount of Taxes for which the Mixed Return Reviewing Party is responsible pursuant to Article III, shall permit the Mixed

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Return Reviewing Party to participate in all proceedings with respect to such Tax Proceeding (or to the extent practicable the portion of such Tax Proceeding that relates to Taxes for which the Mixed Return Reviewing Party is responsible pursuant to Article III) and shall not settle any such Tax Proceeding without the prior written consent of the Mixed Return Reviewing Party, which shall not be unreasonably withheld, delayed or conditioned.

(c) Tax Proceedings relating to Single Business Returns . Except as provided in Sections 5.02(a) and 5.03, the Indemnifying Party shall be entitled to contest, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Single Business Return for which the Indemnifying Party is responsible pursuant to Article III and any such defense shall be made diligently and in good faith; provided , that the Indemnifying Party shall keep the Indemnified Party informed in a timely manner of all actions proposed to be taken by the Indemnifying Party and shall permit the Indemnified Party to participate in all proceedings with respect to such Tax Proceeding.

Section 5.03 Tax Proceedings in respect of Restructuring/Distribution Taxes and Disqualifying Actions .

(a) Parent and Spinco shall be entitled to jointly contest, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding relating to (i) Restructuring/Distribution Taxes (to the extent reflected on a Tax Return of Spinco or a Spinco Entity) and (ii) any Taxes attributable to a Spinco Disqualifying Action.

(b) Parent shall be entitled to contest, compromise and settle any Adjustment proposed, asserted or assessed pursuant to any Tax Proceeding relating to (i) Restructuring/Distribution Taxes (to the extent reflected on a Tax Return of Parent or a Parent Entity) and (ii) any Taxes attributable to a Parent Disqualifying Action, and shall defend such Adjustment diligently and in good faith; provided that unless waived by the Parties in writing, Parent shall (1) keep Spinco informed in a timely manner of all actions taken or proposed to be taken by Parent, (2) provide copies of all correspondence or filings to be submitted to any Taxing Authority or judicial authority to Spinco for its prior review and consent, which consent shall not be unreasonably withheld, delayed or conditioned and (3) provide Spinco with written notice reasonably in advance of, and Spinco shall have the right to attend, any formally scheduled meetings with any Taxing Authority or hearings or proceedings before any judicial authority.

Section 5.04 Tax Proceedings in respect of Transfer Pricing Matters . Notwithstanding anything to the contrary in this Article V, if (a) a Tax Proceeding that relates to transfer pricing matters (including, for the avoidance of doubt, any proceeding that is part of a competent authority process) would reasonably be expected to give rise to an Adjustment of Taxes for which one party is responsible pursuant to Article III, and (b) such responsible party is not the party entitled to control such Tax Proceeding pursuant to this Article V, then the party entitled to control such Tax Proceeding shall permit such responsible party to participate in all proceedings with respect to such Tax Proceeding (or, if Spinco is such responsible party, to the extent practicable the portion of such Tax Proceeding that relates to Taxes for which Spinco is responsible pursuant to Article III), and shall not agree to any settlement or compromise of such Tax Proceeding without the consent of such responsible party, which consent shall not be unreasonably withheld, delayed or conditioned.

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ARTICLE VI

TAX-FREE STATUS OF THE DISTRIBUTION

Section 6.01 Representations and Warranties .

(a) Spinco . Spinco hereby represents and warrants or covenants and agrees, as appropriate, that the facts presented and the representations made in the Tax Materials (other than the Specified Exhibits or any Tax Materials that Parent failed to deliver to Spinco or Acquirer in breach of Section 6.01(b)(i)), to the extent they both (A) are descriptive of the Spinco Group (including the business purposes for each of the distributions described in the IRS Ruling Request and the other Tax Materials to the extent that they relate to the Spinco Group and the plans, proposals, intentions and policies of the Spinco Group after the Effective Time), and (B) relate to the actions or non-actions of the Spinco Group to be taken (or not taken, as the case may be) after the Effective Time, are, or will be from the time presented or made through and including the Effective Time (and thereafter as relevant) true, correct and complete in all respects.

(b) Parent . Parent hereby represents and warrants or covenants and agrees, as appropriate, that (i) it has delivered complete and accurate copies of the Tax Materials to Spinco and Acquirer (other than the Specified Exhibits) and (ii) the facts presented and the representations made therein, to the extent descriptive of (A) the Parent Group at any time or (B) the Spinco Group at any time at or prior to the Effective Time (including, in each case, (x) the business purposes for each of the distributions described in the IRS Ruling Request and the other Tax Materials to the extent that they relate to the Parent Group at any time or the Spinco Group at any time at or prior to the Effective Time, and (y) the plans, proposals, intentions and policies of the Parent Group at any time or the Spinco Group at any time at or prior to the Effective Time), are, or will be from the time presented or made through and including the Effective Time (and thereafter as relevant) true, correct and complete in all respects.

(c) No Contrary Knowledge . Each of Parent and Spinco represents and warrants that it knows of no fact (after due inquiry) that may cause the Tax treatment of the Restructuring or the Distribution to be other than the Tax-Free Status of the Transactions.

(d) No Contrary Plan . Each of Parent and Spinco represents and warrants that neither it, nor any of its Affiliates, has any plan or intent to take any action which is inconsistent with any statements or representations made in the Tax Materials.

Section 6.02 Restrictions Relating to the Distribution .

(a) General . Neither Parent nor Spinco shall, nor shall Parent or Spinco permit, any Parent Entity or any Spinco Entity, respectively, to take or fail to take, as applicable, any action that constitutes a Disqualifying Action described in the definitions of Parent Disqualifying Action and Spinco Disqualifying Action, respectively.

(b) Restrictions . Prior to the first day following the second anniversary of the Distribution (the “ Restriction Period ”), Spinco:

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(i) shall, and shall cause Controlled 1 to, continue and cause to be continued the active conduct of the Spinco Business and the foreign Spinco Business, respectively, and in each case taking into account Section 355(b)(3) of the Code, in all cases as conducted immediately prior to the Distribution;

(ii) shall not, and shall not permit Controlled 1 to, voluntarily dissolve or liquidate (including any action that is a liquidation for federal income tax purposes);

(iii) shall not, and shall not permit Controlled 1 to, (1) enter into any Proposed Acquisition Transaction or, to the extent Spinco has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur, (2) redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock, (3) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of its capital stock (including through the conversion of any capital stock into another class of capital stock), (4) merge, consolidate or amalgamate with any other Person (other than pursuant to the Merger, the LLC Merger and any other merger, consolidation or amalgamation with Acquirer or any other Person that is a direct or indirect wholly owned Subsidiary of Acquirer) or (5) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Tax Materials (other than the Specified Exhibits or any Tax Materials that Parent failed to deliver to Spinco or Acquirer in breach of Section 6.01(b)(i)) which in the aggregate (and taking into account the Merger, the LLC Merger and any other transactions described in this Section 6.02(b)(iii)) would, when combined with any other direct or indirect changes in ownership of Spinco capital stock or Controlled 1 capital stock pertinent for purposes of Section 355(e) of the Code (including the Merger and the LLC Merger), have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in Spinco or Controlled 1, as applicable, or would reasonably be expected to result in a failure to preserve the Tax-Free Status of the Transactions; and

(iv) shall not, and shall not permit Controlled 1 or any other member of the Spinco Group, to sell, transfer, or otherwise dispose of or agree to, sell, transfer or otherwise dispose (including in any transaction treated for federal income tax purposes as a sale, transfer or disposition) of assets (including, any shares of capital stock of a Subsidiary) that, in the aggregate, constitute more than 30% of the consolidated gross assets of Spinco, Controlled 1 or the Spinco Group. The foregoing sentence shall not apply to (1) sales, transfers, or dispositions of assets in the Ordinary Course of Business, (2) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (3) any assets transferred to a Person that is disregarded as an entity separate from the transferor for federal income tax purposes, (4) any mandatory or optional repayment (or pre-payment) of any indebtedness of Spinco or any member of the Spinco Group or (5) any merger, consolidation or amalgamation of Spinco or any of its Subsidiaries (including Controlled 1) with any Person that is a direct or indirect wholly owned Subsidiary of Spinco or Acquirer . The percentages of gross assets or consolidated gross assets of Spinco, Controlled 1 or the Spinco Group, as the case may

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be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of Spinco, Controlled 1 and the members of the Spinco Group as of the Closing Date. For purposes of this Section 6.02(b)(iv), a merger of Spinco or one of its Subsidiaries with and into any Person that is not a wholly owned Subsidiary of Spinco or Acquirer shall constitute a disposition of all of the assets of Spinco or such Subsidiary.

(c) Notwithstanding the restrictions imposed by Section 6.02(b), during the Restriction Period, Spinco may proceed with any of the actions or transactions described therein, if (i) Spinco shall first have requested Parent to obtain a supplemental ruling in accordance with Section 6.03(a) to the effect that such action or transaction will not affect the Tax-Free Status of the Transactions and Parent shall have received such a supplemental ruling in form and substance reasonably satisfactory to it, (ii) Spinco shall have provided to Parent an Unqualified Tax Opinion in form and substance reasonably satisfactory to Parent, or (iii) Parent shall have waived in writing the requirement to obtain such ruling or opinion. In determining whether a ruling or opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions or representations used as a basis for the ruling or opinion and the views on the substantive merits.

(d) Tax Reporting . Each of Parent and Spinco covenants and agrees that it will not take, and will cause its respective Affiliates to refrain from taking, any position on any Income Tax Return that is inconsistent with the Tax-Free Status of the Transactions.

(e) For the avoidance of doubt, notwithstanding the restrictions set forth in this Section 6.02, (i) Spinco shall be permitted to enter into the Merger and the LLC Merger, (ii) Acquirer LLC shall be permitted to liquidate or merge with and into Acquirer or any Person that is a direct wholly owned Subsidiary of Acquirer and that is disregarded as an entity separate from Acquirer for federal income tax purposes and (iii) Spinco or Acquirer may adopt or modify a shareholder rights plan (and issue stock in accordance therewith) that is described in or is similar to the shareholder rights plan described in Revenue Ruling 90-11, 1990-1 C.B. 10.

Section 6.03 Procedures Regarding Opinions and Rulings .

(a) If Spinco notifies Parent that it desires to take one of the actions described in Section 6.02(b) (a “ Notified Action ”), Parent shall cooperate with Spinco and use its reasonable best efforts to seek to obtain a supplemental ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting Spinco to take the Notified Action unless Parent shall have waived the requirement to obtain such ruling or opinion. If such a ruling is to be sought, Parent shall apply for such ruling and Parent and Spinco shall jointly control the process of obtaining such ruling. In no event shall Parent be required to file any ruling request under this Section 6.03(a) unless Spinco represents that (i) it has read such ruling request, and (ii) all information and representations, if any, relating to any member of the Spinco Group, contained in such ruling request documents are (subject to any qualifications therein) true, correct and complete. Spinco shall reimburse Parent for all reasonable costs and expenses incurred by the Parent Group in obtaining a ruling or Unqualified Tax Opinion requested by Spinco within ten (10) days after receiving an invoice from Parent therefor.

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(b) Parent shall have the right to obtain a supplemental ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Parent determines to obtain such ruling or opinion, Spinco shall (and shall cause each Spinco Entity to) cooperate with Parent and take any and all actions reasonably requested by Parent in connection with obtaining such ruling or opinion (including by making any representation or reasonable covenant or providing any materials requested by the IRS or the law firm issuing such opinion); provided , that Spinco shall not be required to make (or cause a Spinco Entity to make) any representation or covenant that is untrue or inconsistent with historical facts, or as to future matters or events over which it has no control. In connection with obtaining such ruling, Parent shall apply for such ruling and shall have sole and exclusive control over the process of obtaining such ruling. Parent shall reimburse Spinco for all reasonable costs and expenses incurred by the Spinco Group in cooperating with Parent’s efforts to obtain a supplemental ruling or Unqualified Tax Opinion within ten (10) days after receiving an invoice from Spinco therefor.

(c) Except as provided in Sections 6.03(a) and (b), following the Effective Time, neither Spinco nor any Spinco Affiliate shall seek any guidance from the IRS or any other Taxing Authority (whether written, verbal or otherwise) at any time concerning the Restructuring or the Distribution (including the impact of any transaction on the Restructuring or Distribution).

ARTICLE VII

COOPERATION

Section 7.01 General Cooperation .

(a) The Parties shall each cooperate fully (and each shall cause its respective Subsidiaries to cooperate fully) with all reasonable requests in writing (“ Information Request ”) from another Party hereto, or from an agent, representative or advisor to such Party, in connection with the preparation and filing of Tax Returns (including the preparation of Tax Packages), claims for Refunds, Tax Proceedings, and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of any of the Parties or their respective Subsidiaries covered by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “ Tax Matter ”). Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter (“ Information ”) and shall include, without limitation, at each Party’s own cost:

(i) the provision of any Tax Returns of the Parties and their respective Subsidiaries, books, records (including information regarding ownership and Tax basis of property), documentation and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities (or, in the case of any Parent Consolidated Return or Mixed Business Income Tax Return to the extent practicable, the portion of such Tax Return that relates to Taxes for which Spinco is responsible pursuant to this Agreement);

(ii) the execution of any document (including any power of attorney) in connection with any Tax Proceedings of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or a Refund claim of the Parties or any of their respective Subsidiaries;

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(iii) the use of the Party’s reasonable best efforts to obtain any documentation in connection with a Tax Matter; and

(iv) the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records or other information in connection with the filing of any Tax Returns of any of the Parties or their Subsidiaries (or, in the case of any Parent Consolidated Return or Mixed Business Income Tax Return to the extent practicable, the portion of such Tax Return, documents, books, records or other information that relates to Taxes for which Spinco is responsible pursuant to this Agreement).

Each Party shall make its employees, advisors, and facilities available, without charge, on a reasonable and mutually convenient basis in connection with the foregoing matters.

Section 7.02 Retention of Records . Parent and Spinco shall retain or cause to be retained all Tax Returns, schedules and work papers, and all material records or other documents relating thereto in their possession, until sixty (60) days after the expiration of the applicable statute of limitations (including any waivers or extensions thereof) of the taxable periods to which such Tax Returns and other documents relate or until the expiration of any additional period that any Party reasonably requests, in writing, with respect to specific material records and documents. A Party intending to destroy any material records or documents shall provide the other Party with reasonable advance notice and the opportunity to copy or take possession of such records and documents. The Parties hereto will notify each other in writing of any waivers or extensions of the applicable statute of limitations that may affect the period for which the foregoing records or other documents must be retained.

ARTICLE VIII

MISCELLANEOUS

Section 8.01 Dispute Resolution . In the event of any dispute between the Parties as to any matter covered by this Agreement, the parties shall appoint a nationally recognized independent public accounting firm (the “ Accounting Firm ”) to resolve such dispute. In this regard, the Accounting Firm shall make determinations with respect to the disputed items based solely on representations made by Parent and Spinco and their respective representatives, and not by independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one Party only. The Parties shall require the Accounting Firm to resolve all disputes no later than thirty (30) days after the submission of such dispute to the Accounting Firm, but in no event later than the Due Date for the payment of Taxes or the filing of the applicable Tax Return, if applicable, and agree that all decisions by the Accounting Firm with respect thereto shall be final and conclusive and binding on the Parties. The Accounting Firm shall resolve all disputes in a manner consistent with this Agreement and, to the extent not inconsistent with this Agreement, in a manner consistent with the Past Practices of Parent and its Subsidiaries, except as otherwise required by applicable Law. The Parties shall require the Accounting Firm to render all determinations in writing and to set forth, in reasonable detail, the basis for such determination. The fees and expenses of the Accounting Firm shall be borne equally by the Parties.

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Section 8.02 Tax Sharing Agreements . All Tax sharing, indemnification and similar agreements, written or unwritten, as between Parent or a Parent Entity, on the one hand, and Spinco or a Spinco Entity, on the other (other than this Agreement or any other Transaction Agreement), shall be or shall have been terminated no later than the Effective Time and, after the Effective Time, none of Parent or a Parent Entity, or Spinco or a Spinco Entity shall have any further rights or obligations under any such Tax sharing, indemnification or similar agreement.

Section 8.03 Interest on Late Payments . With respect to any payment between the Parties pursuant to this Agreement not made by the due date set forth in this Agreement for such payment, the outstanding amount will accrue interest at a rate per annum equal to the rate in effect for underpayments under Section 6621 of the Code from such due date to and including the payment date.

Section 8.04 Survival of Covenants . Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 8.05 Successors . This Agreement shall be binding on and inure to the benefit of any successor by merger, acquisition of assets, or otherwise, to Controlled 1 and to any of the parties hereto (including without limitation any successor of Parent or Spinco succeeding to the Tax Attributes of either under Section 381 of the Code), to the same extent as if such successor had been an original party to this Agreement. As of the Effective Time, this Agreement shall be binding on Acquirer and Acquirer shall be subject to the obligations and restrictions imposed on Spinco hereunder, including, without limitation, with respect to the restrictions imposed on Spinco under Section 6.02.

Section 8.06 Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties to this Agreement shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner.

Section 8.07 Entire Agreement . Except as otherwise expressly provided in this Agreement, this Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter of this Agreement and supersedes all prior agreements and undertakings, both written and oral, between or on behalf of the Parties hereto with respect to the subject matter of this Agreement.

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Section 8.08 Assignment; No Third-Party Beneficiaries . This Agreement shall not be assigned by any Party without the prior written consent of the other Party hereto, except that each Party may assign (a) any or all of its rights and obligations under this Agreement to any of its Affiliates and (b) any or all of its rights and obligations under this Agreement in connection with a sale or disposition of any of its assets or entities or lines of business; provided , however , that, in each case, no such assignment shall release such Party from any liability or obligation under this Agreement nor change any of the steps in the Plan of Reorganization (as such term is defined in the Separation Agreement). Except as provided in Article III with respect to indemnified Parties, this Agreement is for the sole benefit of the Parties to this Agreement and their respective Subsidiaries and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.09 Specific Performance . In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, may be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by the Parties to this Agreement.

Section 8.10 Amendment . No provision of this Agreement may be amended or modified except by a written instrument signed by the Parties to this Agreement. No waiver by any Party of any provision of this Agreement shall be effective unless explicitly set forth in writing and executed by the Party so waiving. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent breach.

Section 8.11 Rules of Construction . Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, exhibits and schedules of this Agreement unless otherwise specified; (c) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) references to “written” or “in writing” include in electronic form; (h) provisions shall apply, when appropriate, to successive events and transactions; (i) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (j) Parent and Spinco have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement; and (k) a reference to any Person includes such Person’s successors and permitted assigns.

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Section 8.12 Counterparts . This Agreement may be executed in one or more counterparts each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of any such Agreement.

Section 8.13 Coordination with the Employee Benefits Agreement . To the extent any covenants or agreements between the Parties with respect to employee withholding Taxes are set forth in the Employee Benefits Agreement, such Taxes shall be governed exclusively by the Employee Benefits Agreement and not by this Agreement.

Section 8.14 Confidentiality . The parties hereby agree that the provisions of the Confidentiality Agreement (as defined in the Merger Agreement) shall apply to all information and material furnished by any party or its representatives hereunder (including any Information and any Tax Returns).

Section 8.15 Notices . Any notice, demand, claim or other communication under this Agreement will be in writing and will be deemed to have been given (a) on delivery if delivered personally; (b) on the date on which delivery thereof is guaranteed by the carrier if delivered by a national courier guaranteeing delivery with an fixed number of days of sending; or (c) on the date of facsimile transmission thereof if delivery is confirmed, but, in each case, only if addressed to the Parties in the following manner at the following addresses or facsimile numbers (or at the other address or other number as a Party may specify by notice to the others):

If to: Parent, to:

MeadWestvaco Corporation

501 South 5th Street

Richmond, Virginia 23219-0501

Fax:                     (804) 444-1000

Attention:             General Counsel

with a copy to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

If to: Acquirer or Spinco, to:

ACCO Brands Corporation

300 Tower Parkway

Lincolnshire, IL 60049

Fax:                (847) 484-4144

Attention:         General Counsel

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with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

155 North Wacker Drive

Chicago, IL 60606

Fax:             (312) 407-8514

Attention:     William R. Kunkel

Any notice to Parent will be deemed notice to all members of the Parent Group, and any notice to Spinco will be deemed notice to all members of the Spinco Group.

Section 8.16 Effective Date . This Agreement shall become effective only upon the occurrence of the Distribution.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

Exhibit 10.3

EXECUTION VERSION

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 Trustee

This Cross-Reference Table shall not, for any purposes, be deemed to be part of this Indenture.

TABLE OF CONTENTS

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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 ”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (a) $270,000,000 aggregate principal amount of the Company’s 6.75% Senior Notes due 2020 issued on the date hereof in the form of Exhibit A (the “ Original Notes ”), (b) any Additional Notes (as defined herein) that may be issued after the date hereof in the form of Exhibit A (all such securities in clauses (a)  and (b)  being referred to collectively as the “ Initial Notes ”) and (c) if and when issued as provided in the Registration Rights Agreement (as defined in Appendix A hereto (the “ Appendix ”)) or otherwise registered under the Securities Act and issued, $270,000,000 (or an amount equal to the Initial Notes) aggregate principal amount of the Company’s 6.75% Senior Notes due 2020 (the “ Exchange Notes ”) issued in a Registered Exchange Offer (as defined in the Appendix) in exchange for any Initial Notes or otherwise registered under the Securities Act and issued in the form of Exhibit B . The Initial Notes and the Exchange Notes are referred to collectively as the “ Notes ” (and constitute a single series hereunder).

ARTICLE ONE

DEFINITIONS AND INCORPORATION

BY REFERENCE

Section 1.01 Definitions .

“ ACCO ” means ACCO Brands Corporation and not any of its Subsidiaries.

“ Acquired Indebtedness ” means, with respect to any specified Person:

“ Additional Notes ” means an unlimited maximum aggregate principal amount of Notes (other than the Initial Notes) issued under this Indenture in accordance with Section 2.01 as part of the same series as the Initial Notes.

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings.

“ Applicable Premium ” means, with respect to any Note on any redemption date, the greater of:

“ Applicable Procedures ” means, with respect to any payment, tender, redemption, transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of the Depositary, in each case to the extent applicable to such transaction and as in effect from time to time.

“ Asset Sale ” means:

in each case other than:

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“ Bankruptcy Code ” means Title 11 of the United States Code.

“ Bankruptcy Law ” means the Bankruptcy Code or any similar U.S. federal or state law for the relief of debtors.

“ beneficial owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “ beneficially owns ” and “ beneficially owned ” shall have a corresponding meaning.

“ Board of Directors ” means:

“ Board Resolution ” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors of the Company and to be in full force and effect on the date of such certification.

“ Borrowing Base ” means as of any date, an amount, determined on a consolidated basis and in accordance with GAAP, equal to the sum of (1) 70% of the aggregate book value of inventory plus (2) 85% of the aggregate book value of all accounts receivable (net of bad debt reserves) of the Company and its Restricted Subsidiaries, after giving pro forma effect for acquisitions, investments or dispositions (as determined in accordance with GAAP) of the Company and its Restricted Subsidiaries that had occurred on or prior to such date of determination. To the extent that information is not available as to the amount of inventory or accounts receivable as of a specific date, the Company shall use the most recent available information for purposes of calculating the Borrowing Base then available, after giving pro forma effect for acquisitions, investments or dispositions (as determined in accordance with GAAP) of the Company and its Restricted Subsidiaries that had occurred on or after such date and on or prior to such date of determination.

“ Business Day ” means any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.

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“ Calculation Date ” has the meaning set forth below in the definition of “Fixed Charge Coverage Ratio.”

“ Capital Lease Obligation ” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“ Capital Stock ” means:

“ Cash Dividend ” means the distribution by the Issuer to the Seller and/or one or more of its Affiliates, directly or indirectly, of approximately $460,000,000 in cash or a combination of cash and the Notes.

“ Cash Equivalents ” means:

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“ CFC Subsidiary ” means any Restricted Subsidiary of ACCO that is a controlled foreign corporation for purposes of Section 957 of the Internal Revenue Code.

“ Change of Control ” means the occurrence of any of the following:

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For purposes of this definition, any direct or indirect holding company of the Company (including ACCO) shall not itself be considered a Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) for purposes of clause (2) above, provided that no Person or group (other than ACCO) beneficially owns, directly or indirectly, more than 50% of the Voting Stock of such holding company.

“ Clearstream ” means Clearstream Banking S.A. and any successor thereto.

“ Company ” means (1) the Issuer prior to the consummation of the Merger and the execution of a supplemental indenture by ACCO and (2) ACCO, upon consummation of the Merger and the execution of a supplemental indenture by ACCO, until a successor replaces it pursuant to a transaction permitted by Section 5.01 and thereafter means the successor.

“ Consolidated Depreciation and Amortization Expense ” means with respect to any Person for any period, the total amount of depreciation and amortization expense of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“ Consolidated Interest Expense ” means, with respect to any Person for any period, the sum, without duplication, of:

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“ Consolidated Net Income ” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis; provided , however , that, without duplication:

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Notwithstanding the foregoing, for the purpose of Section 4.04 only (other than clause (3)(D) of Section 4.04(a)(iv) ), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Company and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Company and its Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under Section 4.04(a)(iv)(3)(D) .

“ Consolidated Taxes ” means provision for taxes based on income, profits or capital, including, without limitation, state, franchise and similar taxes taken into account in calculating Consolidated Net Income.

“ Contingent Obligations ” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“ primary obligations ”) of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

“ Corporate Trust Office ” means the office of the Trustee at which at any particular time its corporate trust business in relation to this Indenture shall be principally administered, which office at the date of execution of this Indenture is located at Wells Fargo Bank, National Association, 230 W. Monroe Street, Suite 2900, Chicago, IL 60606, Attn: Corporate Trust Services, and for purposes of Section 2.04 and Section 4.14(a) such office shall also mean the office or agency of the Trustee located at 608 Second Avenue South, N9303-121, Minneapolis, MN 55479, Attn: Corporate Trust Operations.

“ Credit Agreement ” means that certain credit agreement, dated as of March 26, 2012, by and among the Issuer, the Guarantors, certain subsidiaries of ACCO, and the lenders

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party thereto, providing for up to $1,270.0 million of revolving credit and term loan borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

“ Credit Facilities ” means one or more debt facilities (including, without limitation, the Credit Agreement), commercial paper facilities, note purchase agreements or indentures, in each case with banks, other lenders or trustees, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, notes or other borrowings, in each case, as amended, restated, modified, renewed, refunded, restated, restructured, increased, supplemented, replaced or refinanced in whole or in part from time to time.

“ Default ” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“ Depositary ” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.04(a) as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“ Designated Non-cash Consideration ” means the Fair Market Value of non-cash consideration received by the Company or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate at the time of such Asset Sale. Any particular item of Designated Non-cash Consideration will cease to be considered to be outstanding once it has been sold for cash or Cash Equivalents (which shall be considered Net Cash Proceeds of an Asset Sale when received).

“ Disqualified Stock ” means, with respect to any Person, any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event:

in each case prior to 91 days after the maturity date of the Notes; provided , however , that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided , further , however , that if such Capital Stock is issued to any employee or

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to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided , further , that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the issuer to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described in Section 4.04 .

“ Domestic Subsidiary ” means any Restricted Subsidiary of ACCO other than a Restricted Subsidiary that is (1) a CFC Subsidiary or (2) a Subsidiary of any such CFC Subsidiary.

“ DRE ” means any Person who is “disregarded” as an entity separate from its owner under Section 7701 of the Internal Revenue Code and the U.S. Treasury Regulations promulgated pursuant thereto.

“ DTC ” means the Depository Trust Company, its nominees and their respective successors.

“ EBITDA ” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted in calculating Consolidated Net Income:

(1) Consolidated Taxes; plus

(2) Fixed Charges; plus

(3) Consolidated Depreciation and Amortization Expense; plus

(4) the amount of any restructuring charges, integration costs or other business optimization expenses, including any one-time costs incurred in connection with the Transactions, other acquisition or related to closure and/or consolidation of facilities; plus

(5) the amount of any minority interest expense consisting of Subsidiary interest attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (less the amount of any cash dividends paid to the holders of such minority interests); plus

(6) the amount of loss on sale of receivables and related assets to a Receivables Subsidiary in connection with a Qualified Receivables Financing; plus

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(7) any costs or expense incurred pursuant to any management equity plan, restricted stock plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement; plus

(8) any net loss from disposed or discontinued operations; plus

(9) any other non-cash charges, including any write-offs or write-downs ( provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); less

(10) (a) any non-cash items increasing Consolidated Net Income of such Person for such period, excluding any non-cash items to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and (b) any net income from disposed or discontinued operations.

“ Equity Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“ Equity Offering ” means any public or private sale of Capital Stock of the Company or any direct or indirect parent of the Company, as applicable, other than Disqualified Stock, and other than public offerings with respect to the Company’s or such direct or indirect parent company’s common stock registered on Form S-8.

“ Euroclear ” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system, and any successor thereto.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“ Exchange Offer Registration Statement ” has the meaning set forth in the Registration Rights Agreement.

“ Excluded Subsidiary ” means:

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provided that to the extent that any Subsidiary of the Company would be deemed to be an Excluded Subsidiary pursuant to clause (2), (3), (4) or (5) of this definition, but such Subsidiary Guarantees Obligations under the Senior Subordinated Notes, then, for so long as at least $25.0 million of Senior Subordinated Notes remain outstanding, such Subsidiary shall not be deemed to be an Excluded Subsidiary unless and until such time as the respective Subsidiary is released from all of its Guarantee Obligations under the Senior Subordinated Notes.

“ Existing Indebtedness ” means the aggregate principal amount of Indebtedness of the Company and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) outstanding on the date of this Indenture, until such amounts are repaid.

“ Fair Market Value ” means, with respect to any asset or property, the price which could be negotiated in an arm’s–length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction, determined in good faith by the Company; provided that such determination of Fair Market Value shall be determined in good faith by the chief financial officer, chief accounting officer, or controller of the Company with respect to valuations in excess of $1.0 million, but not in excess of $50.0 million or determined by the Board of Directors of the Company with respect to valuations equal to or in excess of $50.0 million, as applicable, which determination will be conclusive (unless otherwise provided in this Indenture).

“ Fixed Charge Coverage Ratio ” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Company or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness (other than in the case of ordinary working capital borrowings or revolving advances under any Qualified Receivables Financing, in which case interest expense shall be computed based upon the average daily balance of such Indebtedness

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during the applicable period) or issues, repurchases or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “ Calculation Date ”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP) that have been made by the Company or any of its Restricted Subsidiaries during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date (each, for purposes of this definition, a “ pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations or discontinued operations (and the change of any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four–quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or discontinued operation, that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, discontinued operation, merger or consolidation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to any pro forma event (including the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may include, without duplication, (1) cost savings and operating expense reductions and other operating improvements or synergies that have been or are expected, in the reasonable judgment of such financial or accounting officer as set forth in an Officers’ Certificate, to be realized within 12 months (or, with respect to any operating expense reductions and other operating improvements or synergies expected to be realized in connection with the Transactions, 18 months) from the effective date of the applicable pro forma event which is being given pro forma effect (in each case as though such operating expense reductions and other operating improvements or synergies had been realized on the first day of the applicable four-quarter period) and (2) all adjustments of the nature used in connection with the calculation of “Adjusted EBITDA” as described under “Summary Unaudited Pro Forma Combined Condensed Financial Data” under “Summary” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period.

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of twelve months). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of

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the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

“ Fixed Charges ” means, with respect to any specified Person for any period, the sum of:

“ Foreign Subsidiary ” means any Restricted Subsidiary of ACCO other than a Domestic Subsidiary.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession which are in effect on the Issue Date. For the purposes of this Indenture, the term “consolidated” with respect to any Person shall mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment.

“ Global Notes Legend ” means the legend set forth in Section 2.2(g)(iii) of the Appendix, which is required to be placed on all Global Notes issued under this Indenture.

“ Global Notes ” means, individually and collectively, Notes sold to QIBs in reliance on Rule 144A (the “ Rule 144A Global Note ”) or Notes sold in offshore transactions in reliance on Regulation S (the “ Regulation S Global Note ”), deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A and that bear the Global Note Legend.

“ Government Securities ” means securities that are:

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which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“ Guarantee ” means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person.

“ Guarantors ” means:

“ Hedging Obligations ” means, with respect to any Person, the obligations of such Person under:

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“ Indebtedness ” means, with respect to any specified Person, without duplication:

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provided , however , that notwithstanding the foregoing, the Indebtedness shall be deemed not to include (1) Contingent Obligations incurred in the ordinary course of business or (2) Obligations under or in respect of Qualified Receivables Financing.

“ Indenture ” means this Indenture, as amended or supplemented from time to time.

“ Indirect Participant ” means a Person who holds a beneficial interest in a Global Note through a Participant, including through Clearstream and Euroclear.

“ Initial Purchasers ” means, collectively, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BMO Capital Markets Corp., SunTrust Robinson Humphrey, Inc., Banco Bilbao Vizcaya Argentaria, S.A, PNC Capital Markets LLC, Scotia Capital (USA) Inc., Barrington Research Associates, Inc. and CJS Securities, Inc.

“ Investment Grade Rating ” means, a debt rating of the Notes of BBB- or higher by S&P and Baa3 or higher by Moody’s or the equivalent of such ratings by S&P and Moody’s or, in the event S&P or Moody’s shall cease rating the Notes and the Company shall select any other Rating Agency, the equivalent of such ratings by such other Rating Agency.

“ Investment Grade Securities ” means:

“ Investments ” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, payroll, travel and similar advances to officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP in the same manner as the other investments included in this definition to the extent such items involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.04 :

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The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Company or any of its Restricted Subsidiaries in respect of such Investment.

“ Issue Date ” means April 30, 2012.

“ Letter of Transmittal ” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Registered Exchange Offer.

“ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction); provided that in no event shall an operating lease be deemed to constitute a Lien.

“ Merger ” means the merger of Merger Sub with and into the Issuer pursuant to the Transaction Agreement, with the Issuer surviving the merger as a Wholly-Owned Subsidiary of ACCO.

“ Merger Sub ” means Augusta Acquisition Sub, Inc., a Wholly-Owned Subsidiary of ACCO.

“ Moody’s ” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

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“ Net Income ” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“ Net Proceeds ” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash payments received (1) upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale or any cash received in connection with a Permitted Asset Swap and (2) by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct costs relating to such Asset Sale or the sale or disposition of such Designated Non-cash Consideration (including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions), and any severance, restructuring, retention, relocation and integration expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any), and interest on Indebtedness required (other than pursuant to Section 4.06(b) ) to be paid as a result of such transaction, and any deduction of appropriate amounts to be provided by the Company as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company or any of its Restricted Subsidiaries after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“ New York Uniform Commercial Code ” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“ Note Guarantee ” means a Guarantee of the Notes pursuant to this Indenture.

“ Obligations ” means any principal, interest, penalties, fees, expenses, indemnifications, reimbursements, damages and other liabilities (including all interest accruing after the commencement of any insolvency or liquidation proceeding, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding) under the documentation governing any Indebtedness.

“ Offering Memorandum ” means the final offering memorandum, dated April 20, 2012, relating to the offering of the Notes.

“ Officer ” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Senior Vice President, any Vice President or any Assistant Vice President of such Person.

“ Officers ’ Certificate ” means a certificate signed on behalf of a Person by at least two Officers of such Person, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of such Person that meets the requirements of this Indenture.

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“ Opinion of Counsel ” means an opinion from legal counsel who is reasonably acceptable to the Trustee (who may be counsel to or an employee of ACCO, the Issuer or the Trustee) that meets the requirements of this Indenture.

“ Participant ” means, with respect to the Depositary, a Person who has an account with the Depositary (and, with respect to DTC, shall include Euroclear and Clearstream).

“ Permitted Asset Swap ” means any transfer of properties or assets by the Company or any of its Restricted Subsidiaries in which the consideration received by the transferor consists primarily of properties or assets to be used in a Similar Business; provided that the fair market value (determined in good faith by the Board of Directors of the Company if such amount is reasonably likely to exceed $50.0 million) of properties or assets received by the Company or any such Restricted Subsidiary in connection with such Permitted Asset Swap is at least equal to the fair market value (determined in good faith by the Board of Directors of the Company if such amount is reasonably likely to exceed $50.0 million) of properties or assets transferred by the Company or such Restricted Subsidiary in connection with such Permitted Asset Swap.

“ Permitted Investments ” means:

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“ Permitted Liens ” means:

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