Exhibit 4.20


 


THIRD AMENDMENT LETTER


 


 




	
  To:

  	
  Buhrmann N.V

  	
   

  
	
   

  	
  (as Obligors’ Agent under the

  	
   

  
	
   

  	
  Principal Agreement (as defined below))

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  1 December 2004

  	
   

  






 


 


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 and a second
amendment deed dated 28 June 2004 and corrected by a corrective letter
dated 10 November 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.


 


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 consent of an Instructing Group to the amendments to the
Principal Agreement set out in the Schedule to this letter has been
obtained and accordingly, with effect from the Effective Date, such amendments
shall be deemed made.


 


4.             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.


 


5.             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.


 


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


 


7.             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:


 


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SCHEDULE


 


The following amendments are made to the Principal Agreement:


 


1.             Clause
26.3(a) (Restricted Payments) of
the Principal Agreement is deleted in its entirety and replaced with the
following:


 


“(a)         any
Subsidiary of the Parent may pay Dividends to its shareholders, in each case so
long as the Parent or any Subsidiary of the Parent which owns an Equity
Interest  in such Subsidiary either:


 


(i)            receives
a percentage of any such Dividends which is at least equal to its percentage
Equity Interest in the respective Subsidiary paying the Dividend;


 


(ii)           receives
additional Equity Interests in such Subsidiary in an amount equal to the
Dividends which would have been received by it pursuant to sub-paragraph (i); provided
that (A) after giving effect to each receipt of additional Equity Interests
pursuant to this sub-paragraph (ii), the financial covenants in Clause 24 (Financial Condition) are in compliance on
a Pro Forma Basis and (B) at the date of receipt of such additional Equity
Interests the Borrower shall have Available Liquidity of at least €50,000,000;
or


 


(iii)         (in
the case only of Dividends whereby such Subsidiary is either redeeming, retiring, purchasing or otherwise
acquiring, directly or indirectly, for a consideration any shares of any class
of its share capital or any partnership or membership interests outstanding (or
any options or warrants issued by such person with respect to its share capital
or other Equity Interests), or setting aside any funds for any of the foregoing
purposes, or is permitting any of its Subsidiaries to purchase or otherwise
acquire for a consideration any shares of any class of the share capital or any
partnership or membership interests of such person outstanding (or any options
or warrants issued by such person with respect to its share capital or other
Equity Interests)), waives its entitlement to, or otherwise agrees not
to receive, such Dividends; provided that (A) after giving effect to the
redemption, retirement, purchase or acquisition of any of such Subsidiary’s
shares the percentage of Equity Interests held by the Parent or any Subsidiary
of the Parent in such Subsidiary increases, (B) after giving effect to each
waiver or agreement not to receive Dividends pursuant to this sub-paragraph
(iii) the financial covenants in Clause 24 (Financial
Condition) are in compliance on a Pro Forma Basis and (C) at the
date of such waiver or agreement the Borrower shall have Available Liquidity of
at least €50,000,000.


 





















 


2.             The
following new paragraph (o) is inserted in Clause 26.5 (Advances, Investments and Loans) of the
Principal Agreement:


 


“(o)         the Parent or any Subsidiary of the Parent
may make cash common equity contributions to the capital of its Subsidiary with
the cash proceeds of Dividends received from such Subsidiary, provided
that (i) in the event that any Subsidiary which has received a common equity
contribution pursuant to this paragraph (o) ceases to constitute a Subsidiary
of the Parent, any remaining Investment therein by the Parent or any of its
Subsidiaries will be required to be independently justified under another clause
of this Clause 26.5, (ii) after giving effect to each equity contribution
pursuant to this paragraph (o), the financial covenants in Clause 24 (Financial Condition) are in compliance on
a Pro Forma Basis and (iii) at the date of the equity contribution pursuant to
this paragraph (o), the Borrower shall have Available Liquidity of at least
€50,000,000.”


 


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