0001104659-05-010838 Sample Contracts

FOURTH AMENDMENT AND CONSENT LETTER
And • March 14th, 2005 • Buhrmann Nv • Wholesale-paper & paper products

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.

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SHARE SALE AND PURCHASE AGREEMENT
Share Sale and Purchase Agreement • March 14th, 2005 • Buhrmann Nv • Wholesale-paper & paper products

the parties (2) through (4) collectively hereinafter referred to as the “Apollo Holders”; the parties (5) through (12) collectively hereinafter referred to as the “Bain Holders”; and

THIRD AMENDMENT LETTER
Buhrmann Nv • March 14th, 2005 • Wholesale-paper & paper products

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.

AGREEMENT FOR THE SALE AND PURCHASE OF THE PAPER MERCHANTING DIVISION OF BUHRMANN N.V.
Agreement • March 14th, 2005 • Buhrmann Nv • Wholesale-paper & paper products
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