Exhibit 4.2
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JOINDER AGREEMENT
JOINDER AGREEMENT, dated as of August 17, 2005, among ACCO Brands
Corporation (f/k/a ACCO World Corporation), a Delaware corporation (the
"Company"), the Guarantors (as defined in the Registration Rights Agreement, as
defined below, and, together with the Company, the "Joinder Parties") and the
Representatives (as defined in the Registration Rights Agreement), in
connection with the ACCO Assumption (as defined the registration rights
agreement dated August 5, 2005, as amended from time to time, among ACCO
Finance I, Inc., a Delaware corporation ("ACCO Finance"), and the Initial
Purchasers named therein (the "Registration Rights Agreement"). Capitalized
terms used but not otherwise defined herein shall have the corresponding
meanings assigned to them in the Registration Rights Agreement.
WHEREAS, ACCO Finance and the Initial Purchasers have heretofore
executed and delivered the Registration Rights Agreement; and
WHEREAS, pursuant to the terms of the escrow agreement, dated as of
August 5, 2005, among ACCO Finance, the Company, Wachovia Bank, National
Association and Citbank, N.A., Agency & Trust as a condition to the release of
the proceeds from the sale of the Notes, each of the Company and the Guarantors
is required to become a party to the Registration Rights Agreement.
NOW, THEREFORE, the undersigned hereby agree for the benefit of the
Holders, as follows:
1. Each of the Joinder Parties hereby acknowledges that it has
received and reviewed a copy of the Registration Rights Agreement and all other
documents it has requested in connection with entering into this joinder
agreement (the "Joinder"), and acknowledges and agrees, as indicated by its
signature below, to (i) join and become a party to the Registration Rights
Agreement; (ii) be bound by all covenants, agreements, representations,
warranties and acknowledgments attributable to it under the Registration Rights
Agreement as if made by, and with respect to, such signatory hereto; and (iii)
perform all obligations and duties required of it pursuant to the Registration
Rights Agreement.
2. Each of the Joinder Parties hereby represents and warrants to and
agrees with the Initial Purchasers that it has all the requisite corporate or
limited liability company power and authority to execute, deliver and perform
its obligations under this Joinder and that when this Joinder is executed and
delivered, it will constitute a valid and legally binding agreement enforceable
against each of the undersigned in accordance with its terms, subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a preceding in
equity or at law) and an implied covenant of good faith and fair dealing.
3. This Joinder may be signed in one or more counterparts (which maybe
delivered in original form or telecopier), each of which shall constitute an
original when so executed and all of which together shall constitute one and
the same agreement.
4. No amendment or waiver of any provision of this Joinder, nor any
consent or approval to any departure therefrom, shall in any event be effective
unless the same shall be in writing and signed by the parties thereto.
5. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO EACH HEREBY WAIVE
ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS JOINDER. EACH JOINDER PARTY AGREES THAT ANY SUIT,
ACTION OR PROCEEDING AGAINST A JOINDER PARTY BROUGHT BY ANY HOLDER OR INITIAL
PURCHASER, THE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES AND AGENTS OF ANY
HOLDER OR INITIAL PURCHASER, OR BY ANY PERSON WHO CONTROLS ANY HOLDER OR
INITIAL PURCHASER, ARISING OUT OF OR BASED UPON THIS JOINDER MAY BE INSTITUTED
IN ANY STATE OR U.S. FEDERAL COURT IN THE CITY OF NEW YORK AND COUNTY OF NEW
YORK, AND WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF VENUE OF ANY SUCH PROCEEDING, AND IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF SUCH COURTS IN ANY SUIT, ACTION OR PROCEEDING.
[Signature page follows.]
IN WITNESS WHEREOF, the undersigned have executed this agreement this
17th day of August 2005.
ACCO BRANDS CORPORATION
By: /s/ David D. Campbell
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Name: David D. Campbell
Title: Chief Executive Officer
ACCO BRANDS USA LLC
BOONE INTERNATIONAL, INC.
DAY-TIMERS, INC.
POLYBLEND CORPORATION
SWINGLINE INC.
ACCO BRANDS INTERNATIONAL, INC.
ACCO EUROPE FINANCE HOLDINGS, LLC
ACCO EUROPE INTERNATIONAL HOLDINGS, LLC
ACCO INTERNATIONAL HOLDINGS, INC.
GENERAL BINDING CORPORATION
GBC INTERNATIONAL, INC.
VELOBIND, INCORPORATED
By: /s/ Steven Rubin
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Name: Steven Rubin
Title: Secretary
The foregoing Joinder is hereby
confirmed and accepted as of the
date first above written.
Citigroup Global Markets Inc.
By: /s/ Barbara R. Matas
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Name: Barbara R. Matas
Title: Managing Director
For itself and the other Initial Purchasers.
Goldman, Sachs & Co.
By: /s/ Goldman, Sachs & Co.
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(Goldman, Sachs & Co.)
For itself and the other Initial Purchasers