Prospectus ACCO BRANDS CORP - 3-22-2012 by ABD-Agreements

VIEWS: 5 PAGES: 14

									                                       UNITED STATES
                           SECURITIES AND EXCHANGE COMMISSION
                                                              Washington, D.C. 20549


                                                                   FORM 8-K

                                                              CURRENT REPORT
                                                    Pursuant to Section 13 or 15(d) of the
                                                      Securities Exchange Act of 1934
                                    Date of Report (Date of earliest event reported): March 19, 2012



                               ACCO BRANDS CORPORATION
                                                 (Exact name of registrant as specified in its charter)



                   Delaware                                         001-08454                                                36-2704017
            (State or Other Jurisdiction                            (Commission                                              (IRS Employer
                 of Incorporation)                                  File Number)                                            Identification No.)


           300 Tower Parkway
          Lincolnshire, IL 60069                                      60069                                                (847) 541-9500
      (Address of Principal Executive Offices)                       (Zip Code)                            (Registrant’s telephone number, including area code)

                                                                              N/A
                                                  (Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01.     Entry into a Material Definitive Agreement.
       As previously announced, on November 17, 2011, ACCO Brands Corporation, a Delaware corporation (the “Company”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with MeadWestvaco Corporation, a Delaware corporation (“MWV”), Monaco
SpinCo Inc., a Delaware corporation and newly organized, wholly-owned subsidiary of MWV (“Spinco”) and Augusta Acquisition Sub, Inc., a
Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which the Company will acquire the
Consumer and Office Products business (the “C&OP Business”) of MWV through a Reverse Morris Trust transaction. Pursuant to the
provisions of the Separation Agreement entered into in connection with the Merger Agreement (the “Separation Agreement”), dated as of
November 17, 2011, between MWV and Spinco, MWV will transfer the C&OP Business to Spinco and thereafter, MWV will spin off Spinco
to its stockholders by distributing to MWV stockholders all of the issued and outstanding shares of Spinco held by MWV (the “Distribution”)
prior to the acquisition of the C&OP Business by the Company. Immediately after the Distribution, Merger Sub will merge with and into
Spinco (the “Merger”). Following completion of the Merger, Spinco (which at that time will hold the C&OP Business) will be a wholly owned
subsidiary of the Company. The Company expects to complete the transactions contemplated by the Merger Agreement and the Separation
Agreement in the first half of 2012.

     On March 19, 2012, the Company, MWV, Spinco and Merger Sub entered into Amendment No. 1 to the Merger Agreement (the “Merger
Agreement Amendment”). The Merger Agreement Amendment provides that:
       •     immediately following the effective time of the Merger, the Company will cause Spinco to be merged with and into Mead Products
             LLC, a direct, wholly owned subsidiary of the Company (“Mead Products”), with Mead Products continuing as the surviving entity
             (the “LLC Merger”);
       •     the two nominees selected by MWV to serve on the Company Board of Directors (the “Board”) following completion of the
             Merger will be appointed to the Board as soon as practicable following the 2012 annual meeting of the Company’s stockholders;
             provided, however, in the event the 2012 annual meeting of the Company’s stockholders is held before the effective time of the
             Merger, the two MWV nominees will be appointed to the Board as soon as practicable following the effective time of the Merger;
             and
       •     on or prior to the date that is three (3) business days prior to the record date of the Distribution, the Company will prohibit the
             holders of options to purchase Company common stock pursuant to the Company stock plan from exercising such options until
             after the closing of the Merger.

     The Merger Agreement Amendment also provides for a number of amendments to the tax-related provisions in the Merger Agreement in
connection with the LLC Merger.

       Additionally, on March 19, 2012, MWV and Spinco entered into Amendment No. 1 to the Separation Agreement (the “Separation
Agreement Amendment”). Pursuant to the terms of the Separation Agreement Amendment, certain provisions in the Separation Agreement
relating to working capital adjustment matters and in connection with the LLC Merger described above were amended.

                                                                          2
      The foregoing descriptions of the Separation Agreement Amendment and the Merger Agreement Amendment do not purport to be
complete and are qualified in their entirety by reference to such agreements which are filed as Exhibit 2.1 and Exhibit 10.1 hereto and are
incorporated herein by reference.

Item 9.01.     Financial Statements and Exhibits.
       (d) Exhibits

Exhibit No.           Description

2.1                   Amendment No. 1, dated as of March 19, 2012, to the Agreement and Plan of Merger, dated as of November 17, 2011, by
                      and among MeadWestvaco Corporation, Monaco SpinCo Inc., ACCO Brands Corporation and Augusta Acquisition Sub,
                      Inc.
10.1                  Amendment No. 1, dated as of March 19, 2012, to the Separation Agreement, dated as of November 17, 2011, by and
                      among MeadWestvaco Corporation and Monaco SpinCo Inc.

Forward-Looking Statements
       This Current Report contains certain statements which may constitute “forward-looking statements” as that term is defined in the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties, are made as of the
date hereof and the Company assumes no obligation to update them. The Company’s ability to predict results or the actual effect of future plans
or strategies is inherently uncertain. Because actual results may differ from those predicted by such forward-looking statements, you should not
place undue reliance on them when deciding to buy, sell or hold the Company’s securities. Forward-looking statements relating to the Merger
include, but are not limited to: statements about the benefits of the proposed merger, including future financial and operating results, the
Company’s plans, objectives, expectations and intentions; the expected timing of completion of the Merger; and other statements relating to the
Merger that are not historical facts. With respect to the Merger, important factors could cause actual results to differ materially from those
indicated by such forward-looking statements, including, but not limited to: risks and uncertainties relating to the ability to obtain the requisite
Company shareholder approval; the risk that the Company or MWV may be unable to obtain governmental and regulatory approvals required
for the Merger, the risk that a condition to closing of the Merger may not be satisfied; the length of time necessary to consummate the Merger;
the risk that the cost savings and any other synergies from the Merger may not be fully realized or may take longer to realize than expected and
the impact of additional indebtedness. These risks, as well as other risks associated with the Merger, are more fully discussed in the
Registration Statement on Form S-4/A filed with the SEC on March 20, 2012.

                                                                         3
Additional Information
      In connection with the proposed acquisition of the Mead C&OP Business, the Company filed a preliminary registration statement on
Form S-4/A with the SEC on March 20, 2012, but this registration statement has not been declared effective. This registration statement, as
may be further amended, includes a proxy statement of the Company that also constitutes a prospectus of the Company, and will be sent to the
shareholders of the Company. Shareholders are urged to read the proxy statement/prospectus and any other relevant documents when they
become available, because they will contain important information about the Company and the proposed merger. The proxy
statement/prospectus and other documents (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov.
The proxy statement/prospectus and other documents (when they are available) can also be obtained free of charge from the Company upon
written request to ACCO Brands Corporation, Investor Relations, 300 Tower Parkway, Lincolnshire, Illinois 60069, or by calling
(847) 484-3020.

      This communication is not a solicitation of a proxy from any security holder of the Company. However, the Company and certain of its
directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the
proposed merger under the rules of the SEC. Information about the directors and executive officers of the Company may be found in its 2011
Annual Report on Form 10-K filed with the SEC on February 23, 2012, Form 10-K/A filed with the SEC on March 15, 2012 and March 20,
2012, and its definitive proxy statement relating to its 2011 Annual Meeting of Shareholders filed with the SEC on April 4, 2011.

                                                          [Signature Page Follows]

                                                                      4
                                                                 SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                                                         ACCO BRANDS CORPORATION

Date: March 22, 2012
                                                                         By:       /s/ Steven Rubin
                                                                         Name:     Steven Rubin
                                                                         Title:    Senior Vice President, Secretary and General Counsel

                                                                        5
                                                    EXHIBIT INDEX

Exhibit No.   Description

2.1           Amendment No. 1, dated as of March 19, 2012, to the Agreement and Plan of Merger, dated as of November 17, 2011, by
              and among MeadWestvaco Corporation, Monaco SpinCo Inc., ACCO Brands Corporation and Augusta Acquisition Sub,
              Inc.
10.1          Amendment No. 1, dated as of March 19, 2012, to the Separation Agreement, dated as of November 17, 2011, by and
              among MeadWestvaco Corporation and Monaco SpinCo Inc.

                                                            6
                                                                                                                                      Exhibit 2.1

                                                       AMENDMENT NO. 1
                                                            TO THE
                                                 AGREEMENT AND PLAN OF MERGER

     This AMENDMENT NO. 1 (this “ Amendment ”), dated as of March 19, 2012, to the Agreement and Plan of Merger, dated as of
November 17, 2011 (the “ Merger Agreement ”), by and among MeadWestvaco Corporation, a Delaware corporation (“ MWV ”), Monaco
SpinCo Inc., a Delaware corporation (“ Spinco ”), ACCO Brands Corporation, a Delaware corporation (the “ Company ”), and Augusta
Acquisition Sub, Inc., a Delaware corporation and wholly owned Subsidiary of the Company (“ Merger Sub ”).

     WHEREAS, the parties hereto are parties to the Merger Agreement;

      WHEREAS, in connection with the transactions contemplated by the Transaction Agreements, the parties intend that Mead Products
LLC, a direct, wholly owned Subsidiary of the Company (“ Mead Products ”), and the Surviving Corporation shall enter into an agreement and
plan of merger (the “ LLC Merger Agreement ”), pursuant to which immediately after the Effective Time, the parties thereto will effect the
merger of the Surviving Corporation with and into Mead Products (the “ LLC Merger ”), with Mead Products continuing as the surviving
entity, all upon the terms and subject to the conditions to be set forth in the LLC Merger Agreement;

     WHEREAS, the parties hereto desire to amend the Merger Agreement as set forth herein; and

      WHEREAS, Section 10.4 of the Merger Agreement provides for the amendment of the Merger Agreement in accordance with the terms
set forth therein.

     NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Amendment, and
subject to the conditions set forth herein, the parties hereto agree as follows:

                                                                  ARTICLE I
                                                                 DEFINITIONS

      Section 1.1 Definitions; References . Unless otherwise specifically defined herein, each term used herein, including the Recitals hereto,
shall have the meaning assigned to such term in the Merger Agreement as amended by this Amendment. Each reference in the Merger
Agreement to “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement” shall, from and after the date hereof, refer to the Merger
Agreement as amended by this Amendment except that references to “the date hereof” and to “the date of this Agreement” shall remain
references to the date of the original Merger Agreement.

                                                          ARTICLE II
                                                AMENDMENTS TO MERGER AGREEMENT
     Section 2.1 Amendments to Merger Agreement . The Merger Agreement shall be amended as follows:
      (a)   The second recital of the Merger Agreement is hereby amended and restated in its entirety as follows:
                  WHEREAS, (i) concurrently with the execution of this Agreement, MWV and Spinco entered into the Separation Agreement
            in the form attached hereto as Exhibit A , which was subsequently amended by that Amendment No. 1 to the Separation Agreement,
            dated March 19, 2012 ( as amended, the “Separation Agreement”), pursuant to which MWV will transfer or cause to be transferred
            to Spinco or one or more Spinco Subsidiaries all of the Spinco Assets, Spinco or one or more Spinco Subsidiaries will assume or
            cause to be assumed all of the Spinco Liabilities, and Spinco will issue Spinco Common Stock to MWV and pay the Special
            Dividend to MWV, all upon the terms and subject to the conditions set forth in the Separation Agreement (the “Spinco
            Reorganization”) , and (ii) in connection with the transactions contemplated by the Transaction Agreements, the Company intends
            to cause Mead Products LLC, a direct, wholly owned Subsidiary of the Company (“Mead Products”), to enter into an agreement
            and plan of merger with the Surviving Corporation (the “LLC Merger Agreement”) pursuant to which immediately after the
            Effective Time, the parties thereto will effect the merger of the
      Surviving Corporation with and into Mead Products (the “LLC Merger”), with Mead Products continuing as the surviving entity, all
      upon the terms and subject to the conditions to be set forth in the LLC Merger Agreement ;

(b)   The ninth recital of the Merger Agreement is hereby amended and restated in its entirety, as follows:

      WHEREAS, the parties to this Agreement intend that, for U.S. federal income tax purposes, the Spinco Reorganization and
      Distribution, taken together, will qualify as a reorganization within the meaning of Section 368(a)(1)(D) of the Internal Revenue
      Code of 1986, as amended (the “ Code ”), and that the Merger and the LLC Merger, taken together, will qualify as a reorganization
      within the meaning of Section 368(a) of the Code.

(c)   A new Section 1.106 is hereby added to the Merger Agreement as follows and all the succeeding sections contained in Article I
      shall be renumbered accordingly:

      “ LLC Merger ” shall have the meaning set forth in the Recitals hereto.

(d)   A new Section 1.107 is hereby added to the Merger Agreement as follows and all the succeeding sections contained in Article I
      shall be renumbered accordingly:

      “ LLC Merger Agreement ” shall have the meaning set forth in the Recitals hereto.

(e)   A new Section 1.111 is hereby added to the Merger Agreement as follows and all the succeeding sections contained in Article I
      shall be renumbered accordingly:

      “ Mead Products LLC ” shall have the meaning set forth in the Recitals hereto.

(f)   Section 2.6(a) of the Merger Agreement is hereby amended and restated in its entirety as follows:

      (a)    The Company Board shall take all action necessary such that, as soon as practicable following the 2012 annual meeting of
             Company stockholders, the Company Board shall be increased by two members, and two persons selected by MWV and
             approved by the Corporate Governance and Nominating Committee of the Company Board (such approval not to be
             unreasonably withheld, conditioned or delayed) shall be appointed to fill the vacancies created; provided however, in the
             event the 2012 annual meeting of Company stockholders is held before the Effective Time, the Company Board shall take
             the actions described in the immediately preceding clause as soon as practicable following the Effective Time.

(g)   Section 6.10(i) of the Merger Agreement is hereby amended and restated in its entirety as follows:

      (i)    None of MWV, Spinco and their respective Subsidiaries has taken or agreed to take any action that is reasonably likely to
             (nor is any of them aware of any agreement, plan or other circumstance that would) prevent (i) the Spinco Reorganization
             and Distribution, taken together, from qualifying as a reorganization within the meaning of Section 368(a)(1)(D) of the
             Code or (ii) the Merger and the LLC Merger, taken together, from qualifying as a reorganization within the meaning of
             Section 368(a) of the Code.

(h)   Section 7.10(i) of the Merger Agreement is hereby amended and restated in its entirety as follows”

      (i)    Neither the Company nor any of the Company Subsidiaries has taken or agreed to take any action that is reasonably likely to
             (nor is any of them aware of any agreement, plan or other circumstance that would) prevent (i) the Spinco Reorganization
             and Distribution, taken together, from qualifying as a reorganization within the meaning of Section 368(a)(1)(D) of the
             Code or (ii) the Merger and the LLC Merger, taken together, from qualifying as a reorganization within the meaning of
             Section 368(a) of the Code.

                                                                 2
(i)   Section 8.3(a) of the Merger Agreement is hereby amended and restated in its entirety as follows:

      (a)    Prior to the Effective Time, and from time to time, each of MWV, Spinco and the Company agrees to use its reasonable best
             efforts to (a) cause the Spinco Reorganization and Distribution, taken together, to qualify as a reorganization within the
             meaning of Section 368(a)(1)(D) of the Code; (b) cause the Merger and the LLC Merger, taken together, to qualify as a
             reorganization within the meaning of Section 368(a) of the Code; and (c) facilitate the issuance of the IRS D Reorganization
             Ruling and the IRS Debt Exchange Ruling, including by (i) in the case of MWV modifying or terminating the MWV
             Commitment Letter and (ii) in the case of the Company consenting to such changes to the MWV Commitment Letter, in
             each case as may be reasonably necessary or appropriate to facilitate the issuance of the IRS Debt Exchange Ruling. In the
             event that, as a result of any modification or termination effected as a result of this Section 8.3, the MWV Commitment
             Letter no longer provides for the exchange of Spinco Distribution Debt in full satisfaction of the MWV Debt (the “Trigger
             Event”), the Company shall use its reasonable best efforts to arrange and obtain a bridge facility from the lenders under the
             MWV Financing for the purpose of financing the Above Basis Amount of the Special Dividend as promptly as practicable
             following the occurrence of the Trigger Event, including using reasonable best effort to enter into definitive agreements
             with respect thereto.

(j)   Section 8.8(c) of the Merger Agreement is hereby amended and restated in its entirety as follows:

      (c)    Merger Tax Opinions . MWV and Spinco, on the one hand, and the Company, on the other hand, shall cooperate with each
             other in obtaining, and shall use their respective reasonable best efforts to obtain, a written opinion of MWV Tax Counsel,
             in the case of MWV and Spinco, and Skadden, Arps, Slate, Meagher & Flom LLP, in the case of the Company (“ Company
             Tax Counsel ”), in form and substance reasonably satisfactory to MWV and the Company, respectively (each such opinion,
             a “ Merger Tax Opinion ”), dated as of the Closing Date, to the effect that, on the basis of facts, representations and
             assumptions set forth in such opinion, the Merger and the LLC Merger, taken together, will be treated as a reorganization
             within the meaning of Section 368(a) of the Code. Each of the Company, MWV and Spinco shall deliver to Company Tax
             Counsel and MWV Tax Counsel for purposes of the Merger Tax Opinions customary representations and covenants,
             including those contained in certificates of the Company, MWV, Spinco and others, reasonably satisfactory in form and
             substance to Company Tax Counsel and MWV Tax Counsel.

(k)   Section 8.25 of the Merger Agreement is hereby amended and restated in its entirety as follows:

            Section 8.25 Company Stock Option Exercise Prohibition . On or prior to the date that is three (3) Business Days prior to the
      record date of the Distribution, the Company shall prohibit the holders of options to purchase Company Common Stock pursuant to
      the Company Stock Plan from exercising such options until after the Closing and shall instruct the Company’s transfer and other
      agent to prohibit the holders of options to purchase Company Common Stock pursuant to the Company Stock Plan from exercising
      such options until after the Closing. MWV shall give the Company written notice of the record date of the Distribution at least two
      (2) Business Days prior to the establishment of such record date.

(l)   A new Section 8.30 is hereby added to the Merger Agreement as follows:

           Section 8.30. LLC Merger . Immediately following the Effective Time, the Company shall cause the Surviving Corporation to
      be merged with and into Mead Products in accordance with the applicable provisions of the Delaware Limited Liability Company
      Act and the DGCL.

                                                                 3
                                                                ARTICLE III
                                                              MISCELLANEOUS

      Section 3.1 No Further Amendment . Except as expressly amended hereby, the Merger Agreement is in all respects ratified and confirmed
and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and
shall not be deemed to be an amendment to any other term or condition of the Merger Agreement or any of the documents referred to therein.

     Section 3.2 Effect of Amendment . This Amendment shall form a part of the Merger Agreement for all purposes, and each party thereto
and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Merger
Agreement shall be deemed a reference to the Merger Agreement as amended hereby.

     Section 3.3 Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware
without giving effect to the conflicts of law principles thereof.

       Section 3.4 Miscellaneous . Sections 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, 11.9, 11.11, 11.12 and 11.13 of the Merger Agreement shall apply
to this Amendment mutatis mutandis.


                                                     [SIGNATURE PAGE FOLLOWS]

                                                                       4
      IN WITNESS WHEREOF, MWV, Spinco, the Company and Merger Sub have caused this Amendment to be signed by their respective
officers hereunto duly authorized, all as of the date first written above

                                                                            MEADWESTVACO CORPORATION

                                                                            By:      /s/ E. Mark Rajkowski
                                                                            Name:    E. Mark Rajkowski
                                                                            Title:   Senior Vice President and Chief Financial
                                                                                     Officer

                                                                            MONACO SPINCO INC.

                                                                            By:      /s/ E. Mark Rajkowski
                                                                            Name:    E. Mark Rajkowski
                                                                            Title:   President


                                                                            ACCO BRANDS CORPORATION

                                                                            By:      /s/ Steven Rubin
                                                                            Name:    Steven Rubin
                                                                            Title:   Senior Vice President, Secretary and General
                                                                                     Counsel

                                                                            AUGUSTA ACQUISITION SUB, INC.

                                                                            By:      /s/ Steven Rubin
                                                                            Name:    Steven Rubin
                                                                            Title:   President
                                                                                                                                     Exhibit 10.1

                                                           AMENDMENT NO. 1
                                                               TO THE
                                                        SEPARATION AGREEMENT

     This AMENDMENT NO. 1 (this “ Amendment ”), dated as of March 19, 2012, to the Separation Agreement, dated as of November 17,
2011 (the “ Merger Agreement ”), by and between MeadWestvaco Corporation, a Delaware corporation (“ MWV ”) and Monaco SpinCo Inc.,
a Delaware corporation (“ Spinco ”).

     WHEREAS, MWV and Spinco are parties to the Separation Agreement;

    WHEREAS, MWV and Spinco desire to amend the Separation Agreement as set forth herein, and Acquirer desires to consent to such
amendments; and

     WHEREAS, Section 6.6 of the Separation Agreement provides for the amendment of the Separation Agreement in accordance with the
terms set forth therein.

     NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Amendment, and
subject to the conditions set forth herein, the parties hereto agree as follows:

                                                                  ARTICLE I
                                                                 DEFINITIONS

      Section 1.1 Definitions; References . Unless otherwise specifically defined herein, each term used herein, including the Recitals hereto,
shall have the meaning assigned to such term in the Separation Agreement as amended by this Amendment. Each reference in the Separation
Agreement to “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement” shall, from and after the date hereof, refer to the Separation
Agreement as amended by this Amendment except that references to “the date hereof” and to “the date of this Agreement” shall remain
references to the date of the original Separation Agreement.

                                                          ARTICLE II
                                              AMENDMENTS TO SEPARATION AGREEMENT

     Section 2.1 Amendments to Separation Agreement . The Separation Agreement shall be amended as follows:

      (a)   Recital 12 of the Separation Agreement is hereby amended and restated in its entirety as follows:

            The Distribution will be carried out for the corporate business purpose of tailoring Spinco’s corporate structure to facilitate the
            Merger (which, together with the LLC Merger, for U.S. federal income tax purposes, is intended to qualify as a “reorganization”
            within the meaning of Section 368(a) of the Code);

      (b)   Section 2.7(a) of the Separation Agreement is hereby amended and restated in its entirety as follows:
            (a)    The “ U.S. TTM Target Working Capital ” is $90.911 million; the “ Brazil TTM Target Working Capital ” is $ BRL
                   127.089 million and the “ Canada TTM Target Working Capital ” is $ CAD 16.973 million.;

      (c)   Section 2.7(g) of the Separation Agreement is hereby amended by removing the words “ minus the Target Working Capital
            Amount, minus the Hong Kong Asset Price” after the definition of “Final Adjustment Payment” in the second sentence of
            Section 2.7(g).
      (d)   Section 3.3(b) of the Separation Agreement is hereby amended and restated in its entirety as follows:

            (b)    Parent has received an opinion from Wachtell, Lipton, Rosen & Katz, counsel to Parent, addressed to Parent and Spinco and
                   dated as of the Distribution Date, to the effect that

                   (i) the Distribution will be treated as satisfying the business purpose requirement described in Treas. Reg. §1.355-2(b)(1);

                   (ii) the Distribution will not be treated as being used principally as a device for the distribution of earnings and profits of the
                   distributing corporation or the controlled corporation or both under Section 355(a)(1)(B);

                   (iii) the stock of Spinco distributed in the Distribution will not be treated as other than “qualified property” by reason of the
                   application of Section 355(e)(1) ; and

                   (iv) the Spinco Notes will constitute “securities” for purposes of the application of Section 361(a) (together with clauses (i),
                   (ii), and (iii), the “Distribution Tax Opinion”),

                   provided, however, that Wachtell, Lipton, Rosen & Katz shall not be required to deliver the Distribution Tax Opinion if the
                   Threshold Percentage (as defined in the Merger Agreement) is more than 49.5%;

      (e)   Article VII of the Separation Agreement is hereby amended to include the following definition immediately preceding the
            definition of “ Losses ”:

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

                                                                  ARTICLE III
                                                                MISCELLANEOUS

      Section 3.1 No Further Amendment . Except as expressly amended hereby, the Separation Agreement is in all respects ratified and
confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as
written and shall not be deemed to be an amendment to any other term or condition of the Separation Agreement or any of the documents
referred to therein.

      Section 3.2 Effect of Amendment . This Amendment shall form a part of the Separation Agreement for all purposes, and each party
thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the
Separation Agreement shall be deemed a reference to the Separation Agreement as amended hereby.

      Section 3.3 Governing Law . This Amendment (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.

    Section 3.4 Miscellaneous . Sections 6.2, 6.4, 6.8, 6.9, 6.10, 6.11, 6.12, 6.14, and 6.15 of the Separation Agreement shall apply to this
Amendment mutatis mutandis.

                                                       [SIGNATURE PAGE FOLLOWS]

                                                                          2
     IN WITNESS WHEREOF, MWV and Spinco have caused this Amendment to be signed by their respective officers hereunto duly
authorized, all as of the date first written above

                                                                             MEADWESTVACO CORPORATION

                                                                             By:    /s/ E. Mark Rajkowski
                                                                                    Name: E. Mark Rajkowski
                                                                                    Title: Senior Vice President and Chief
                                                                                    Financial        Officer

                                                                             MONACO SPINCO INC.

                                                                             By:    /s/ E. Mark Rajkowski
                                                                                    Name: E. Mark Rajkowski
                                                                                    Title: President

CONSENTED TO BY:

ACCO BRANDS CORPORATION

By:    /s/ Steven Rubin
       Name: Steven Rubin
       Title: Senior Vice President, Secretary and
       General Counsel

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