Exhibit 4.21


 


FOURTH AMENDMENT AND CONSENT LETTER


 


	
  To:

  	
  Buhrmann N.V.

  
	
   

  	
  (as Obligors’ Agent under the

  
	
   

  	
  Principal Agreement (as defined below))

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  10 March 2005

  



 


 


Dear Sirs


 


We refer to the €730,000,000 senior
facilities agreement dated 23 December 2003 (the “Principal Agreement”) between Buhrmann N.V.
as the Parent, Buhrmann US Inc. as the Borrower, Deutsche Bank AG London and
ABN AMRO Bank N.V. as the Arrangers, Deutsche Bank AG London as Agent and
Security Trustee and the Original Guarantors and Lenders, as amended by a first
amendment letter dated 10 March 2004, a second amendment deed dated 28 June 2004
and a third amendment letter dated 1 December 2004.  Save as defined in this letter, words and
expressions defined in the Principal Agreement shall have the same meanings
when used in this letter.


 


You have advised that pursuant to a
repurchase agreement dated 22 February 2005
(the “Repurchase Agreement”)
between the Parent, the Preferred Equity Investors and certain minority
investors (the “Minority Investors”)
the Parent intends to repurchase all of the Parent Preference Shares C.  In connection with the repurchase of the
Parent Preference Shares C, the Parent will pay in cash to the Preferred Equity
Investors and Minority Investors an aggregate amount not exceeding
$520,000,000.


 


You have further advised that on or before 2
May 2005, the Parent intends to declare and pay a cash Dividend on the Parent
Common Stock in an aggregate amount not to exceed €40,000,000 (the “Parent Common Stock Dividend”).


 


The Parent intends to finance the repurchase
of the Parent Preference Shares C and the payment of related transaction fees
and expenses from (i) the issuance of Parent Common Stock for aggregate
proceeds of up to €250,000,000 (the “Stock
Issue”), (ii) the issuance by Buhrmann US Inc. of $150,000,000 in aggregate principal amount of senior
subordinated notes (the “New Senior
Subordinated Notes Offering”) and (iii) up to €65,000,000 of the
Parent’s Cash.


 


In this letter “Effective
Date” means the date upon which we have received a copy of this
letter duly countersigned by the Obligors’ Agent.


 





















 


1.             By acceptance of the terms and conditions of this letter, the Obligors’
Agent:


 


(a)           for and on behalf of each of the Obligors, repeats the Repeating
Representations as if references to “the
Agreement” were to this letter; and


 


(b)           agrees to reimburse the
Agent promptly on demand for all reasonable costs and expenses (together with
VAT or any similar tax), including, without limitation, the reasonable fees and
expenses of the Agent’s legal advisers, incurred in connection with the
negotiation, preparation and execution of this letter.


 


2.             The Obligors’ Agent, for
and on behalf of each Guarantor, confirms that the provisions of the guarantee
contained in Clause 30 (Guarantee and
Indemnity) of the Principal Agreement shall remain in full force and
effect on and after the Effective Date and shall apply equally to the
obligations of the Obligors’ Agent in this letter as if set out in full in this
letter save that references in the Principal Agreement to “this Agreement” shall be construed as
references to this letter.


 


3.             We confirm that the
written consent of an Instructing Group to the amendments to the Principal
Agreement set out in Schedule 2 (Amendments
to the Principal Agreement) to this letter has been obtained and
accordingly with effect from the Effective Date, the amendments set out in
Parts I and II of Schedule 2 (Amendments
to the Principal Agreement) shall be deemed made.


 


4.             Notwithstanding anything
to the contrary contained in the Principal Agreement, the Agent hereby
acknowledges and agrees, on behalf of an Instructing Group, that with effect
from the Effective Date:


 


(a)        the Parent may apply the
proceeds of the Stock Issue, the New Senior Subordinated Notes Offering and up
to €65,000,000 of its Cash towards (i) paying amounts in connection with the
repurchase of the Parent Preference Shares C in accordance with the Repurchase
Agreement and (ii) paying related transaction fees and expenses in an amount not
to exceed €25,000,000; and


 


(b)        the Parent may
authorise, declare and pay the Parent Common Stock Dividend.


 


5.             If the documents and
other evidence listed in Schedule 1 (Conditions
Subsequent to Effectiveness) have not been received by and in form
and substance satisfactory to us at or before 29 April 2005, the
amendments set out in Part II of Schedule 2 (Amendments to the Principal Agreement) shall be deemed void
and to have not been made.


 


6.             Save as waived or amended
by this letter, the provisions of the Principal Agreement shall continue in
full force and effect and the Principal Agreement and this letter shall be read
and construed as one instrument.


 





















 


7.             Subject to paragraph 5
above, with effect from the Effective Date, references in the Principal Agreement
to “this Agreement” shall, unless the context otherwise requires, be construed
as references to the Principal Agreement as waived or amended by this letter.


 


8.             We confirm that we have
obtained the written consent of an Instructing Group to negotiate in good faith
with the Obligors to amend the Principal Agreement following the repurchase of
the Parent Preference Shares C by removing all redundant references to “Parent
Preference Shares C” and making all consequential amendments.


 


9.             This letter may be
executed in counterparts each of which, when taken together, shall constitute
one and the same agreement.


 


10.           This letter is governed by
and shall be construed in accordance with English law and the provisions of
Clause 49 (Jurisdiction) of the Principal Agreement
shall be deemed to be incorporated in this letter in full, mutatis mutandis, save that references to “this Agreement” shall be construed as
references to this letter.


 


Please sign, date and return
the enclosed copy of this letter to signify your acceptance and acknowledgement
of its terms and conditions.


 


Yours faithfully


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



For and on behalf of


Deutsche Bank AG London


(as
Agent)


 


 


To:          Deutsche Bank AG London as Agent


 


Acknowledged and agreed


 


	
   

  	
   

  



For and on behalf of


Buhrmann N.V.


(as Obligors’ Agent)


 


Date:


 





















 


SCHEDULE 1

CONDITIONS SUBSEQUENT TO EFFECTIVENESS


 


1.             Documents


 


Certified copies of duly executed versions of:


 


(a)           the New Senior Subordinated Notes
Documents (as defined in Schedule 2 (Amendments
to the Principal Agreement));


 


(b)           the underwriting subscription
agreement and other Stock Issue documents; and


 


(c)           the Repurchase Agreement.


 


2.             Fees


 


Evidence that all fees and expenses (including legal
fees) payable under this letter have been paid.


 


3.             Proceeds of Stock Issue
and New Senior Subordinated Notes Offering


 


Evidence satisfactory to the Agent that:


 


(a)           the full amount of the proceeds
in respect of the Stock Issue has been received by the Parent;


 


(b)           the full amount of the proceeds
in respect of the New Subordinated Notes has been received by the Borrower; and


 


(c)           the full amount of the proceeds
of the Stock Issue and New Senior Subordinated Notes, together with Cash of the
Parent in an aggregate amount of up to €65,000,000, will be applied by the
Parent to repurchase the Parent Preference Shares C in accordance with the
Repurchase Agreement and pay related transaction fees and expenses.


 





















 


SCHEDULE 2

AMENDMENTS TO THE PRINCIPAL AGREEMENT


 


Part I - Excess Cash Flow Amendments


 


The “Excess Cash
Flow Payment Date” definition in Clause 1.1 (Definitions) of the Principal Agreement is
amended by replacing the text “31 December 2004” with “31 December 2005”.


 





















 


Part II - Conditional Amendments


 


The following amendments are made to the Principal
Agreement:


 


1.             Paragraph (c) of the
definition of “Change of Control”
in Clause 1.1 (Definitions) is
amended by inserting “the New Senior Subordinated Note Indenture,” immediately
after the text “Senior Subordinated Note Indenture,”.


 


2.             The definition of “Consolidated Interest Expense” in Clause
1.1 (Definitions) is amended by
inserting “or the New Senior Subordinated Notes” immediately after the text “Senior
Subordinated Notes,”.


 


3.             The definition of “Excess Cash Flow” in Clause 1.1 (Definitions) of the Principal Agreement is
amended by


 


(a)           replacing the word “and” with
a comma after the text “Senior Subordinated Notes” in paragraph (b)(vii); and


 


(b)           inserting the text “the issue of the
New Senior Subordinated Notes and the issue of Parent Common Stock specifically
for the repurchase of the Parent Preference Shares C” after the text “issue of
the Senior Subordinated Convertible Bonds” in paragraph (b)(vii).


 


4.             The following new definitions
are inserted in Clause 1.1 (Definitions)
immediately after the definition of “Net
Sales Proceeds”:


 


“New  Senior
Subordinated Notes Purchase Agreement” means that certain purchase
agreement, relating to the New Senior Subordinated Notes due 2015, among the
Parent, the Borrower and Deutsche Bank Securities Inc., as same may be amended,
modified or supplemented from time to time in accordance with the requirements
of this Agreement.


 


“New  Senior
Subordinated Note Documents” means each New Senior Subordinated Note
Indenture, New Senior Subordinated Notes Purchase
Agreement, the New Senior Subordinated Notes and each other agreement, document
or instrument relating to any issuance of New Senior Subordinated Notes.


 


“New Senior Subordinated Note Indenture”
means any indenture entered into with respect to New Senior Subordinated Notes
issued from time to time by the Borrower, provided that any indenture relating
to any New Senior Subordinated Notes constituting Permitted Refinancing
Indebtedness shall meet the requirements contained in the definition of
Permitted Refinancing Indebtedness.


 


“New Senior Subordinated Notes” means the
Borrower’s New Senior Subordinated Notes, issued in accordance with the
requirements of the New Senior Subordinated Note Documents.  The term “New Senior Subordinated Notes”
shall also include any “exchange notes” issued in respect of such outstanding
New Senior Subordinated Notes in accordance with the requirements of the
relevant New Senior Subordinated Note Documents, so long as in respect of
outstanding New Senior Subordinated Notes, such “exchange notes” are
substantially identical to the New Senior Subordinated Notes in respect of
which same were issued and so long as the issuance


 





















 


of such “exchange notes” does not result in any increase
to the principal amount of New Senior Subordinated Notes outstanding.


 


5.             The definition of “Permitted Refinancing Indebtedness” in
Clause 1.1 (Definitions) is
amended by deleting the word “or” at the end of paragraph (a), replacing the
comma with a semi-colon at the end of paragraph (b) and inserting the following
new paragraph (c):


 


“(c)         outstanding New Senior Subordinated Notes
so long as the Permitted Refinancing Indebtedness shall be permitted to be
outstanding in accordance with the requirements of Clause 26.4(r) (Indebtedness),”


 


6.             The definition of “Permitted Subordinated Indebtedness” in
Clause 1.1 (Definitions) is
deleted in its entirety and replaced with the following:


 


“Permitted Subordinated Indebtedness” means:


 


(a)           the Senior Subordinated Notes;


 


(b)           the Senior Subordinated
Convertible Bonds;


 


(c)           the New Senior Subordinated Notes;
and


 


(d)           any general unsecured
subordinated Indebtedness for borrowed money incurred by any member of the
Group after the Initial Borrowing Date, all of the terms and conditions of
which and the documentation therefor, shall be in form and substance reasonably
satisfactory to the Agent and to the Instructing Group’s Satisfaction,
provided, that in any event, unless the Instructing Group otherwise expressly
consents in writing prior to the incurrence thereof:


 


(i)            no such Indebtedness shall be secured by any
asset of the Parent or any of its Subsidiaries;


 


(ii)           no such Indebtedness shall be
guaranteed except by the Parent or any other Guarantor on a subordinated basis
on substantially the same terms as the Senior Subordinated Notes, the New
Senior Subordinated Notes and/or the Senior Subordinated Convertible Bonds are
guaranteed;


 


(iii)         such Indebtedness shall have
substantially the same (or, from the perspective of the Lenders, more
favorable) subordination provisions as are contained in the Senior Subordinated
Note Indenture and/or the New Senior Subordinated Notes and/or the Senior
Subordinated Convertible Bonds;


 


(iv)          no such Indebtedness shall
have any maturity or required repayment (other than as a result of change of
control or asset sale provisions approved by the Instructing Group) prior to
the first anniversary of the Final Maturity Date of the C Facility as same is
in effect on the date of incurrence of such Indebtedness; and


 





















 


(v)            Utilisations from time to time
pursuant to this Agreement, in an aggregate outstanding amount at any time
equal to the sum of the Term Facility Outstandings on the date of incurrence of
such Permitted Subordinated Indebtedness and in an amount equal to the total
Revolving Facility Commitments and total A Facility Commitments as then in
effect, shall be permitted without complying with any financial tests.


 


Notwithstanding
the above sub-paragraphs (i) to (v), such Indebtedness shall be permitted to
bear interest at then current market rates (as reasonably determined by the
Agent).


 


The
incurrence of Permitted Subordinated Indebtedness shall be deemed to be a
representation and warranty by the Parent that all conditions thereto have been
satisfied in all material respects and that same is permitted in accordance
with the terms of this Agreement, which representation and warranty shall be
deemed to be a representation and warranty for all purposes hereunder,
including, without limitation, Clauses 4.1 (Conditions
to Utilisation), 4.2 (Conditions
to Utilisation of Incremental Term Facility) and 6.2 (General Conditions to Utilisation of Swingline
Facility Advances).”


 


7.             Clause 2.2(f) (Purpose) is amended by inserting the words
“or New Senior Subordinated Notes” immediately after the words “Senior
Subordinated Notes”.


 


8.             Clause 7.1(a) (ii) (H) (Incremental Term Facility Commitments) is
amended by inserting “or New Senior Subordinated Notes” immediately after each
instance of the words “Senior Subordinated Notes”.


 


9.             Clause 13.1(a) (iii) (Equity Issue) is amended by inserting “and/or
New Senior Subordinated Notes” immediately after the words “
Parent Preferred Stock”.


 


10.           Clause 22.35(a) (Benefits of Subordination Provisions) is
deleted in its entirety and replaced with the following:


 


“(a)         The subordination provisions contained in
the Senior Subordinated Notes, the New Senior Subordinated Notes and in the
other Senior Subordinated Note Documents and New Senior Subordinated Note
Documents are enforceable against the respective Obligors party thereto and the
holders of the Senior Subordinated Notes and New Senior Subordinated Notes, and
all Secured Obligations are within the definition of “Senior Debt” or “Guarantor
Senior Debt”, as the case may be, included in such subordination provisions.”


 


11.           Clause 26.2(t) (Consolidation, Merger, Purchase or Sale of Assets,
etc) of the Principal Agreement is amended by inserting the text “,
New Senior Subordinated Notes” immediately after the words “Senior Subordinated
Notes”.


 


12.           Clause 26.4 (Indebtedness) of the Principal Agreement
is amended by inserting the following new paragraph as paragraph (r):


 


“(r)         Indebtedness of the Borrower, and
subordinated guarantees thereof by the Parent and the Guarantors, under the New
Senior Subordinated Notes, the


 





















 


other
New Senior Subordinated Note Documents, in an aggregate principal amount not to
exceed $[150,000,000] (as (x) increased, as a result of the issuance of
any additional New Senior Subordinated Notes to pay-in-kind any regularly
accruing interest on any outstanding New Senior Subordinated Notes (or any
Permitted Refinancing Indebtedness, other than the New Senior Subordinated
Notes, issued to refinance same) in accordance with the terms applicable to the
New Senior Subordinated Notes and (y) reduced by any repayments of
principal thereof except for any such repayments to the extent made as a result
of the issuance of refinancing New Senior Subordinated Notes in accordance with
the definition of New Senior Subordinated Notes contained herein).”


 


13.           Clause 26.8(a) (ii) (Limitation on Voluntary Payments and Modifications of
Indebtedness; Modifications of Certificate of Incorporation, By-Laws and
Certain Other Agreements; etc.) of the Principal Agreement is
amended by inserting the text “, New Senior Subordinated Note Document”
immediately after the first two occurrences of “Senior Subordinated Note
Document” and by inserting “, New Senior Subordinated Note Documents”
immediately after the text “immaterial modifications to the Senior Subordinated
Note Documents”.


 


14.           Clause 26.8(a) (iv) (Limitation on
Voluntary Payments and Modifications of Indebtedness; Modifications of
Certificate of Incorporation, By-Laws and Certain Other Agreements; etc.)
of the Principal Agreement is deleted in its entirety and replaced with
following:


 


“(iv)        make (or give any notice in respect of) any voluntary or optional
payment or prepayment on or redemption or acquisition for value of (including,
without limitation, by way of depositing with the trustee with respect thereto
or any person, money or securities before due for the purpose of paying when
due), exchange or purchase, redeem or acquire for value (whether as a result of
a change of control, the consummation of asset sales or otherwise) the Senior
Subordinated Notes, the New Senior Subordinated Notes (including, for the
avoidance of doubt, any Senior Subordinated Notes or New Senior Subordinated
Notes constituting Permitted Refinancing Indebtedness) and Senior Subordinated
Convertible Bonds (except for repayments, prepayments, redemptions or
acquisitions for value to the extent resulting from (1) the issuance of
replacement Senior Subordinated Notes, New Senior Subordinated Notes and Senior
Subordinated Convertible Bonds and/or (2) the proceeds from the Incremental
Term Facility) or, after the incurrence or issuance thereof, any Permitted
Subordinated Indebtedness;”


 


15.           Clause 26.8(b) (Limitation on Voluntary Payments and Modifications of
Indebtedness; Modifications of Certificate of Incorporation, By-Laws and
Certain Other Agreements; etc.) of the Principal Agreement is
amended by inserting the text “the New Senior Subordinated Notes, the other New
Senior Subordinated Note Documents” immediately after the text “the other
Senior Subordinated Note Documents”.