**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, DeutscheBank AG London and ABN AMRO Bank N.V. as the Arrangers, Deutsche Bank AG Londonas Agent and Security Trustee and the Original Guarantors and Lenders asamended by a first amendment letter dated 10 March 2004 and a secondamendment deed dated 28 June 2004 and corrected by a corrective letterdated 10 November 2004.  Save asdefined in this letter, words and expressions defined in the Principal Agreementshall 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 dulycountersigned by the Obligors’ Agent.

 

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

 

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

 

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

 

2.             TheObligors’ Agent, for and on behalf of each Guarantor, confirms that theprovisions of the guarantee contained in Clause 30 (*Guarantee and Indemnity*) of the Principal Agreement shallremain in full force and effect on and after the Effective Date and shall applyequally to the obligations of the Obligors’ Agent in this letter as if set outin full in this letter save that references in the

 

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Principal Agreement to “this Agreement” shall be construed asreferences to this letter.

 

3.             Weconfirm that the consent of an Instructing Group to the amendments to thePrincipal Agreement set out in the Schedule to this letter has beenobtained and accordingly, with effect from the Effective Date, such amendmentsshall be deemed made.

 

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

 

5.             Witheffect from the Effective Date, references in the Principal Agreement to “thisAgreement” shall, unless the context otherwise requires, be construed asreferences to the Principal Agreement as waived or amended by this letter.

 

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

 

7.             Thisletter is governed by and shall be construed in accordance with English law andthe provisions of Clause 49 (*Jurisdiction*)of the Principal Agreement shall be deemed to be incorporated in this letter infull, *mutatis mutandis*, save thatreferences to “this Agreement”shall be construed as references 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

 
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For and on behalf of

# **Deutsche Bank AG London**

(as Agent)

 

 

To:          Deutsche Bank AG Londonas Agent

 

Acknowledged and agreed

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

For and on behalf of

**Buhrmann N.V.**

(as Obligors’ Agent)

 

Date:

 

5

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**SCHEDULE**

 

The following amendments are made to the Principal Agreement:

 

1.             Clause26.3(a) (*Restricted Payments*) ofthe Principal Agreement is deleted in its entirety and replaced with thefollowing:

 

“**(a)**         anySubsidiary of the Parent may pay Dividends to its shareholders, in each case solong as the Parent or any Subsidiary of the Parent which owns an EquityInterest  in such Subsidiary either:

 

**(i)**            receivesa percentage of any such Dividends which is at least equal to its percentageEquity Interest in the respective Subsidiary paying the Dividend;

 

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

 

**(iii)**         (inthe case only of Dividends whereby such Subsidiary is either redeeming, retiring, purchasing or otherwiseacquiring, directly or indirectly, for a consideration any shares of any classof its share capital or any partnership or membership interests outstanding (orany options or warrants issued by such person with respect to its share capitalor other Equity Interests), or setting aside any funds for any of the foregoingpurposes, or is permitting any of its Subsidiaries to purchase or otherwiseacquire for a consideration any shares of any class of the share capital or anypartnership or membership interests of such person outstanding (or any optionsor warrants issued by such person with respect to its share capital or otherEquity Interests)), waives its entitlement to, or otherwise agrees notto receive, such Dividends; provided that (A) after giving effect to theredemption, retirement, purchase or acquisition of any of such Subsidiary’sshares the percentage of Equity Interests held by the Parent or any Subsidiaryof the Parent in such Subsidiary increases, (B) after giving effect to eachwaiver or agreement not to receive Dividends pursuant to this sub-paragraph(iii) the financial covenants in Clause 24 (*FinancialCondition*) are in compliance on a Pro Forma Basis and (C) at thedate of such waiver or agreement the Borrower shall have Available Liquidity ofat least €50,000,000.

 

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2.             Thefollowing new paragraph (o) is inserted in Clause 26.5 (*Advances, Investments and Loans*) of thePrincipal Agreement:

 

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

 

5

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