**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 seniorfacilities 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 andABN AMRO Bank N.V. as the Arrangers, Deutsche Bank AG London as Agent andSecurity Trustee and the Original Guarantors and Lenders, as amended by a firstamendment letter dated 10 March 2004, a second amendment deed dated 28 June 2004and a third amendment letter dated 1 December 2004.  Save as defined in this letter, words andexpressions defined in the Principal Agreement shall have the same meaningswhen used in this letter.

 

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

 

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

 

The Parent intends to finance the repurchaseof the Parent Preference Shares C and the payment of related transaction feesand expenses from (i) the issuance of Parent Common Stock for aggregateproceeds of up to €250,000,000 (the “**StockIssue**”), (ii) the issuance by Buhrmann US Inc. of $150,000,000****in aggregate principal amount of seniorsubordinated notes (the “**New SeniorSubordinated Notes Offering**”) and (iii) up to €65,000,000 of theParent’s Cash.

 

In this letter “**EffectiveDate**” means the date upon which we have received a copy of thisletter 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 RepeatingRepresentations as if references to “theAgreement” were to this letter; and

 

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

 

2.             The Obligors’ Agent, forand on behalf of each Guarantor, confirms that the provisions of the guaranteecontained in Clause 30 (*Guarantee andIndemnity*) of the Principal Agreement shall remain in full force andeffect on and after the Effective Date and shall apply equally to theobligations of the Obligors’ Agent in this letter as if set out in full in thisletter save that references in the Principal Agreement to “this Agreement” shall be construed asreferences to this letter.

 

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

 

4.             Notwithstanding anythingto the contrary contained in the Principal Agreement, the Agent herebyacknowledges and agrees, on behalf of an Instructing Group, that with effectfrom the Effective Date:

 

(a)        the Parent may apply theproceeds of the Stock Issue, the New Senior Subordinated Notes Offering and upto €65,000,000 of its Cash towards (i) paying amounts in connection with therepurchase of the Parent Preference Shares C in accordance with the RepurchaseAgreement and (ii) paying related transaction fees and expenses in an amount notto exceed €25,000,000; and

 

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

 

5.             If the documents andother evidence listed in Schedule 1 (*ConditionsSubsequent to Effectiveness*) have not been received by and in formand substance satisfactory to us at or before 29 April 2005, theamendments set out in Part II of Schedule 2 (*Amendments to the Principal Agreement*) shall be deemed voidand to have not been made.

 

6.             Save as waived or amendedby this letter, the provisions of the Principal Agreement shall continue infull force and effect and the Principal Agreement and this letter shall be readand construed as one instrument.

 

----

 

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

 

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

 

9.             This letter may beexecuted in counterparts each of which, when taken together, shall constituteone and the same agreement.

 

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

 

Please sign, date and returnthe enclosed copy of this letter to signify your acceptance and acknowledgementof its terms and conditions.

 

Yours faithfully

 
|   |   |
|--------|--------|
|   |   |
|   |   |

For and on behalf of

# **Deutsche Bank AG London**

(asAgent)

 

 

To:          Deutsche Bank AG London as Agent

 

Acknowledged and agreed

 
|   |   |
|--------|--------|

For and on behalf of

**Buhrmann N.V.**

(as Obligors’ Agent)

 

Date:

 

----

 

**SCHEDULE 1CONDITIONS SUBSEQUENT TO EFFECTIVENESS**

 

**1.****            ****Documents**

 

Certified copies of duly executed versions of:

 

(a)           the New Senior Subordinated NotesDocuments (as defined in Schedule 2 (*Amendmentsto the Principal Agreement*));

 

(b)           the underwriting subscriptionagreement and other Stock Issue documents; and

 

(c)           the Repurchase Agreement.

 

**2**.**            ****Fees**

 

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

 

**3.****            ****Proceeds of Stock Issueand New Senior Subordinated Notes Offering**

 

Evidence satisfactory to the Agent that:

 

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

 

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

 

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

 

----

 

**SCHEDULE 2AMENDMENTS TO THE PRINCIPAL AGREEMENT**

 

**Part I - Excess Cash Flow Amendments**

 

The “**Excess CashFlow Payment Date**” definition in Clause 1.1 (*Definitions*) of the Principal Agreement isamended by replacing the text “31 December 2004” with “31 December 2005”.

 

----

 

**Part II** - **Conditional Amendments**

 

The following amendments are made to the PrincipalAgreement:

 

1.             Paragraph (c) of thedefinition of “**Change of Control**”in Clause 1.1 (*Definitions*) isamended by inserting “the New Senior Subordinated Note Indenture,” immediatelyafter the text “Senior Subordinated Note Indenture,”.

 

2.             The definition of “**Consolidated Interest Expense**” in Clause1.1 (*Definitions*) is amended byinserting “or the New Senior Subordinated Notes” immediately after the text “SeniorSubordinated Notes,”.

 

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

 

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

 

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

 

4.             The following new definitionsare inserted in Clause 1.1 (*Definitions*)immediately after the definition of “**NetSales Proceeds**”:

 

“**New****SeniorSubordinated Notes Purchase Agreement**” means that certain purchaseagreement, relating to the New Senior Subordinated Notes due 2015, among theParent, the Borrower and Deutsche Bank Securities Inc., as same may be amended,modified or supplemented from time to time in accordance with the requirementsof this Agreement.

 

“**New****SeniorSubordinated Note Documents**” means each New Senior Subordinated NoteIndenture,****New****Senior Subordinated Notes PurchaseAgreement, the New Senior Subordinated Notes and each other agreement, documentor 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 Notesissued from time to time by the Borrower, provided that any indenture relatingto any New Senior Subordinated Notes constituting Permitted RefinancingIndebtedness shall meet the requirements contained in the definition ofPermitted Refinancing Indebtedness.

 

“**New Senior Subordinated Notes**” means theBorrower’s New Senior Subordinated Notes, issued in accordance with therequirements of the New Senior Subordinated Note Documents.  The term “New Senior Subordinated Notes”shall also include any “exchange notes” issued in respect of such outstandingNew Senior Subordinated Notes in accordance with the requirements of therelevant New Senior Subordinated Note Documents, so long as in respect ofoutstanding New Senior Subordinated Notes, such “exchange notes” aresubstantially identical to the New Senior Subordinated Notes in respect ofwhich same were issued and so long as the issuance

 

----

 

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

 

5.             The definition of “**Permitted Refinancing Indebtedness**” inClause 1.1 (*Definitions*) isamended by deleting the word “or” at the end of paragraph (a), replacing thecomma with a semi-colon at the end of paragraph (b) and inserting the followingnew paragraph (c):

 

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

 

6.             The definition of “**Permitted Subordinated Indebtedness**” inClause 1.1 (*Definitions*) isdeleted in its entirety and replaced with the following:

 

“**Permitted Subordinated Indebtedness**” means:

 

**(a)**           the Senior Subordinated Notes;

 

**(b)**           the Senior SubordinatedConvertible Bonds;

 

**(c)**           the New Senior Subordinated Notes;and

 

**(d)**           any general unsecuredsubordinated Indebtedness for borrowed money incurred by any member of theGroup after the Initial Borrowing Date, all of the terms and conditions ofwhich and the documentation therefor, shall be in form and substance reasonablysatisfactory to the Agent and to the Instructing Group’s Satisfaction,provided, that in any event, unless the Instructing Group otherwise expresslyconsents in writing prior to the incurrence thereof:

 

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

 

**(ii)**           no such Indebtedness shall beguaranteed except by the Parent or any other Guarantor on a subordinated basison substantially the same terms as the Senior Subordinated Notes, the NewSenior Subordinated Notes and/or the Senior Subordinated Convertible Bonds areguaranteed;

 

**(iii)**         such Indebtedness shall havesubstantially the same (or, from the perspective of the Lenders, morefavorable) subordination provisions as are contained in the Senior SubordinatedNote Indenture and/or the New Senior Subordinated Notes and/or the SeniorSubordinated Convertible Bonds;

 

**(iv)**          no such Indebtedness shallhave any maturity or required repayment (other than as a result of change ofcontrol or asset sale provisions approved by the Instructing Group) prior tothe first anniversary of the Final Maturity Date of the C Facility as same isin effect on the date of incurrence of such Indebtedness; and

 

----

 

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

 

Notwithstandingthe above sub-paragraphs (i) to (v), such Indebtedness shall be permitted tobear interest at then current market rates (as reasonably determined by theAgent).

 

Theincurrence of Permitted Subordinated Indebtedness shall be deemed to be arepresentation and warranty by the Parent that all conditions thereto have beensatisfied in all material respects and that same is permitted in accordancewith the terms of this Agreement, which representation and warranty shall bedeemed to be a representation and warranty for all purposes hereunder,including, without limitation, Clauses 4.1 (*Conditionsto Utilisation*), 4.2 (*Conditionsto Utilisation of Incremental Term Facility*) and 6.2 (*General Conditions to Utilisation of SwinglineFacility Advances*).”

 

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

 

8.             Clause 7.1(a) (ii) (H) (*Incremental Term Facility Commitments*) isamended by inserting “or New Senior Subordinated Notes” immediately after eachinstance of the words “Senior Subordinated Notes”.

 

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

 

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

 

“**(a)****        **The subordination provisions contained inthe Senior Subordinated Notes, the New Senior Subordinated Notes and in theother Senior Subordinated Note Documents and New Senior Subordinated NoteDocuments are enforceable against the respective Obligors party thereto and theholders of the Senior Subordinated Notes and New Senior Subordinated Notes, andall Secured Obligations are within the definition of “Senior Debt” or “GuarantorSenior 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 SubordinatedNotes”.

 

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

 

“**(r)****        **Indebtedness of the Borrower, andsubordinated guarantees thereof by the Parent and the Guarantors, under the NewSenior Subordinated Notes, the

 

----

 

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

 

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

 

14.           Clause 26.8(a) (iv) (*Limitation onVoluntary Payments and Modifications of Indebtedness; Modifications ofCertificate of Incorporation, By-Laws and Certain Other Agreements; etc.*)of the Principal Agreement is deleted in its entirety and replaced withfollowing:

 

“**(iv)**        make (or give any notice in respect of) any voluntary or optionalpayment or prepayment on or redemption or acquisition for value of (including,without limitation, by way of depositing with the trustee with respect theretoor any person, money or securities before due for the purpose of paying whendue), exchange or purchase, redeem or acquire for value (whether as a result ofa change of control, the consummation of asset sales or otherwise) the SeniorSubordinated Notes, the New Senior Subordinated Notes (including, for theavoidance of doubt, any Senior Subordinated Notes or New Senior SubordinatedNotes constituting Permitted Refinancing Indebtedness) and Senior SubordinatedConvertible Bonds (except for repayments, prepayments, redemptions oracquisitions for value to the extent resulting from (1) the issuance ofreplacement Senior Subordinated Notes, New Senior Subordinated Notes and SeniorSubordinated Convertible Bonds and/or (2) the proceeds from the IncrementalTerm Facility) or, after the incurrence or issuance thereof, any PermittedSubordinated Indebtedness;”

 

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

 

----