Prepared by MERRILL CORPORATION




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Exhibit 10.7  


 
 

FIRST AMENDMENT TO CREDIT AGREEMENT    
  


    FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment"), dated as of August 4, 2000, by and among
BUHRMANN N.V. (f/k/a N.V. Koninklijke KNP BT, with official seat in Maastricht, The Netherlands) (the "Parent"), Buhrmann US Inc., a Delaware
corporation (the "Borrower"), the various Lenders party to the Credit Agreement referred to below, DEUTSCHE BANK SECURITIES INC., as lead
arranger and sole book manager (in such capacities, the "Lead Arranger"), PARIBAS, as syndication agent (in such capacity, the
"Syndication Agent"), ABN AMRO BANK N.V., as documentation agent (in such capacity, the "Documentation
Agent"), and BANKERS TRUST COMPANY, as administrative agent (in such capacity, the "Administrative Agent"). All capitalized
terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below. 


W I T N E S S E T H:  


    WHEREAS, the Parent, the Borrower, the Lenders and the Agents are parties to a Credit Agreement, dated as of October 26, 1999 (as amended, modified or
supplemented to, but not including, the date hereof, the "Credit Agreement"); and 


    WHEREAS,
the parties hereto wish to amend, modify and supplement the Credit Agreement as herein provided; 


    NOW,
THEREFORE, it is agreed: 


I.  Amendments to Credit Agreement.  


    1.  Section 4.02(f)
is hereby amended by inserting the following proviso immediately preceding the end of the first sentence thereof: 



",  provided that the Borrower shall not be required to so apply an amount equal to 50% of such Permitted Receivables Transaction Proceeds as provided in
the provisions of this sentence preceding this proviso so long as (i) no Default or Event of Default exists at the time of receipt by the Parent or any of its Subsidiaries, as the case may be,
of the respective Permitted Receivables Transaction Proceeds and (ii) the aggregate of all amounts that would otherwise be required to be applied as provided in the provisions of this sentence
preceding this proviso and which, pursuant to this proviso, are not in fact so applied does not exceed $250,000,000." 




    2.  Section 9.02
of the Credit Agreement is hereby amended by (i) deleting the word "and" appearing at the end of clause (xix) thereof,
(ii) deleting the period at the end of clause (xx) thereof and inserting "; and" in lieu thereof and (iii) inserting the following new clause immediately after clause (xx)
thereof: 



    "(xxi)
so long as no Default or Event of Default is then in existence (or shall exist after giving effect thereto), the Parent and its Subsidiaries may effect one or more Sales in
Lieu of Liquidation in accordance with the definition thereof contained herein." 




    3.  Section 9.04
of the Credit Agreement is hereby amended by (i) deleting the word "and" appearing at the end of clause (xiv) thereof,
(ii) deleting the period at the end of clause (xv) thereof and inserting "; and" in lieu thereof, (iii) inserting the following new clause immediately after clause (xv)
thereof: 



    "(xvi)
unsecured Indebtedness of Subsidiaries of the Parent (which are not Subsidiaries of the Borrower) incurred from local banks which are supported by one or more Letters of
Credit, provided that Indebtedness shall be permitted to be incurred, and remain outstanding, pursuant to this clause (xvi) only to the extent
that the aggregate outstanding principal amount thereof is at all times supported by a Letter of Credit issued pursuant to this Agreement with a Stated Amount 




  
equal to or greater than the principal amount of the Indebtedness outstanding pursuant to this clause (xvi)." 




and
(iv) inserting, immediately after the phrase "(x) Affiliate Debt" appearing in the last sentence thereof, the phrase "(excluding only Affiliate Debt where each obligee and each
obligor (including any guarantors) thereof are Subsidiaries of the Parent none of which are Credit Parties)". 



    4.  The
definition of "Asset Sale" contained in Section 11.01 of the Credit Agreement is hereby amended by deleting the phrase "and (vii)" contained therein and
inserting in lieu thereof the following: 



",
(vii) any Sale in Lieu of Liquidation and (viii)". 




    5.  The
definition of "Inactive Subsidiary" appearing in Section 11.01 of the Credit Agreement is hereby amended by inserting, immediately after the phrase
"other than one or more Inactive Subsidiaries" appearing in clause (x) of the first sentence thereof the following phrase: 



    "(except
that an Inactive Subsidiary may own nominal amounts of the common stock of any Person so long as such ownership would not prevent such Person from being a Wholly-Owned
Subsidiary of another Person (other than an Inactive Subsidiary))". 




    6.  Section 11.01
of the Credit Agreement is hereby amended by adding the following new definitions in appropriate alphabetical order: 



    "First Amendment" shall mean the First Amendment to this Agreement, dated as of August 4, 2000. 



    "First Amendment Effective Date" shall mean the First Amendment Effective Date under, and as defined in, the First Amendment. 


    "Sale In Lieu of Liquidation" shall mean any transaction whereby a Wholly-Owned Subsidiary of the Parent (other than the Borrower and
Europcenter) or a Wholly-Owned Subsidiary of the Borrower (with such Subsidiary being herein called the "Subject Subsidiary") is sold in accordance with
the following requirements: 



     (i) before
the sale of the Subject Subsidiary, all assets (other than cash and Cash Equivalents) and liabilities of the Subject Subsidiary are sold or otherwise
transferred to the immediate parent of the respective Subject Subsidiary (which parent must also be the Parent or a Wholly-Owned Subsidiary thereof) in return for which the Subject Subsidiary shall
receive cash and/or Cash Equivalents (or an in-house bank balance representing an amount owed to it by the respective purchaser) equal to the fair market value of the assets (net of
liabilities) transferred (as determined by the Parent in good faith); 


    (ii) if
there is an intercompany bank balance as described in preceding clause (i), same shall be converted into cash and/or Cash Equivalents by the repayment of
same (which payment may, but shall not be required to be, made with proceeds of Revolving Loans drawn hereunder in accordance with the terms and conditions hereof); and 



    (iii) after
the occurrence of the steps described in preceding clauses (i) and, if applicable, (ii), the Subject Subsidiary shall be sold (to a Person other than
the Parent or a Subsidiary or Affiliate thereof) for cash in an amount not less than the amount of cash and Cash Equivalents held by the Subject Subsidiary less an arms' length fee deemed reasonable
by the Parent in connection with the respective Sale in Lieu of Liquidation. 





Notwithstanding
anything to the contrary contained above, a transaction as described above shall only qualify as a Sale in Lieu of Liquidation if (v) no assets shall be transferred (as
contemplated by preceding clause (i)) from any Credit Party to a Person which is not the Parent, the Borrower or a 




  
Subsidiary Guarantor, (w) no assets shall be transferred (as contemplated by preceding clause (i)) from a Person organized in a Qualified Jurisdiction to a Person organized in a
Non-Qualified Jurisdiction, (x) in each case where any assets transferred (as contemplated by preceding clause (i)) are subject to a security interest pursuant to one or more
of the Security Documents, the Borrower or the Parent shall furnish the Administrative Agent and Collateral Agent with reasonable advance notice of the transfer to be effected and shall take all
action as may be reasonably necessary or desirable to assure that the assets so transferred will at all times continue to be subject to a valid and perfected security interest in favor of the Secured
Creditors (pursuant to the relevant Security Documents or, if required, new Security Documents) in each case in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent,
(y) the Subject Subsidiary is not the Borrower or the Parent or Europcenter, and (z) before consummating any Sale in Lieu of Liquidation, the Parent shall have determined that same is
not reasonably likely to be adverse in any material respect to the Parent, the Borrower or the Lenders. The Parent shall provide the Administrative Agent with notice (in reasonable detail) of each
Sale in Lieu of Liquidation promptly following the consummation thereof. 


    7.  Section 13.20
of the Credit Agreement is hereby amended by (i) in clause (d) thereof, deleting the first sentence thereof in its entirety and
by inserting in lieu thereof the following new sentence: 



"The
Parent and its Subsidiaries shall be required to take the actions specified in Schedule 13.20 as promptly as practicable and, except for the
actions expressly required to be taken in accordance with the provisions of following clause (e), not later than the First Amendment Effective Date." 




and
(ii) by adding the following new clause (e) immediately after clause (d) thereof: 



    "(e)  Additional Actions by Various Foreign Subsidiaries.  The Parent and its Subsidiaries shall be
required to take the actions specified in Schedule 13.20A as promptly as practicable, and in any event, within the time periods set forth in said  Schedule 13.20A. The provisions of said Schedule 13.20A shall be deemed incorporated by
reference herein as fully as if set forth herein in its entirety." 




    8.  The
Credit Agreement is hereby further amended by adding Schedule 13.20A in the form attached hereto
immediately after Schedule 13.20 thereof. 


II.  Special Overriding Agreements with respect to Corporate Express Australia Limited and Finwood Papers (Pty.) Ltd.  


    1.  Notwithstanding
anything to the contrary contained elsewhere in the Credit Agreement, so long as Corporate Express Australia Limited or Finwood Papers
(Pty.) Ltd. continue to be Non-Wholly Owned Subsidiaries of the Parent and so long as either such Non-Wholly Owned Subsidiary and its Subsidiaries does not incur any
Indebtedness which directly or indirectly guarantees or supports any obligations of the Parent and its Subsidiaries (other than the each such Non-Wholly Owned Subsidiary and its
Subsidiaries), then the each such Non-Wholly Owned Subsidiary and its Subsidiaries shall be deemed not to be a Subsidiary of the Parent or the Borrower solely for purposes of Sections 4.02
(c), (d), (e), (f) and (g) of the Credit Agreement and for purposes of Sections 9.01, 9.02, 9.04, 9.05, 9.06, 9.08, 9.12, 9.13, 9.14, 9.15 and 9.17 of the Credit Agreement. 


III. Special Overriding Agreements with respect to proposed Permitted Receivables Transaction.  


    1.  The
Parent and the Borrower hereby notify the Lenders that it is their current intention to enter into a Permitted Receivables Transaction (and related Permitted
Receivables Facilities and Permitted Receivables Facility Documentation) substantially on the terms described in Annex I hereto. The Lenders hereby
agree that, notwithstanding anything to the contrary contained elsewhere in the Credit Agreement or the other Credit Documents, the Parent and its relevant Subsidiaries may enter into a Permitted
Receivables Transaction (and related Permitted Receivables Facilities and Permitted 




  
Receivables Documentation) substantially on the basis set forth in Annex I hereto (it being understood that the aggregate amount of the Permitted
Receivables Facility or sub-tranches thereof may be increased or decreased by the Parent and its relevant Subsidiaries from time to time in their discretion), with such modifications
thereto as may be required from time to time by rating agencies, changes in applicable laws or regulations and/or specific circumstances applicable to any receivables originator in any particular
jurisdiction and as may otherwise be agreed to from time to time by the Parent, in each case so long as the modifications (taken together) (x) would not reasonably be likely to be adverse in
any material respect to the Parent and its Subsidiaries, the Borrower or the Lenders (or to the rights, remedies or security position of the Lenders) and (y) are not otherwise inconsistent with
the requirements of the Credit Agreement or the definition of Permitted Receivables Transaction (and related defined terms) contained therein (it being understood and agreed that, with respect to any
Permitted Receivables Transaction as described above, the Borrower shall not be required to comply with the proviso to the first sentence, or the second sentence, of the definition of Permitted
Receivables Transaction). The Parent and the Borrower agree to furnish to the Administrative Agent, promptly after the execution of same, copies of all documentation for the Permitted Receivables
Transaction described above. Notwithstanding anything to the contrary contained above, in connection with the Permitted Receivables Transaction described above or in the Credit Agreement, the Parent
and the Borrower shall, or shall cause their relevant Subsidiaries to, take all actions (i) so that all Ineligible Receivables (as described in Annex I  hereto or the relevant Permitted Receivables
Facility Documentation) or other receivables related assets transferred to the respective Receivables Subsidiary and
re-transferred to Europcenter (or Parent or any of its Subsidiaries other than the Receivables Subsidiary) shall be subject to a security interest for the benefit of the Secured Creditors
(pursuant to the relevant Security Documents or new Security Documents in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent) and, in connection therewith, the
Parent and the Borrower shall, or shall cause its respective Subsidiaries to, take all action as may be reasonably requested by the Administrative Agent or Collateral Agent to perfect the security
interests therein in favor of the Secured Creditors, (ii) as may be reasonably requested by the Administrative Agent or Collateral Agent so that all deferred purchase price (or similarly
designated amounts) payable to any Credit Party pursuant to the Permitted Receivables Transaction described above is subject to a valid and perfected security interest (pursuant to the existing
Security Documents or, to the extent reasonably necessary or desirable, new Security Documents) for the benefit of the Secured Creditors and (iii) no loans or advances shall be extended by the
Receivables Subsidiary to the Parent or any of its Subsidiaries (including Europcenter) unless the respective obligor and obligee are parties to the Subordination Agreement. In connection with any
Permitted Receivables Transaction as described above, both the Administrative Agent and Collateral Agent are authorized and directed by the Lenders to take all actions as may be reasonably requested
of them by the Parent and its Subsidiaries in order to release from the security interests created pursuant to the Security Documents any assets being transferred to the Receivables Subsidiary and, in
connection therewith, to execute and deliver such releases, lien subordinations or other similar documents as may from time to time be reasonably requested by the Parent and its Subsidiaries (in each
case so long as same are in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent, as the case may be). 


IV. Miscellaneous.  


    1.  In
order to induce the Lenders to enter into this First Amendment, each of the Parent and the Borrower hereby represents and warrants to each of the Lenders that
(i) all representations and
warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the First Amendment Effective Date (as defined below) and
after giving effect to this First Amendment (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct
as of such earlier date), (ii) all actions required to be taken pursuant to Section 13.20 of the Credit Agreement, 




  
except as specified in Section 13.20(e) of the Credit Agreement and Schedule 13.20A to the Credit Agreement, have been taken on or prior
to the First Amendment Effective Date and (iii) there exists no Default or Event of Default on the First Amendment Effective Date after giving effect to this First Amendment. 



    2.  This
First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any
other Credit Document. 


    3.  This
First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when
executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged
with the Borrower and the Administrative Agent. 



    4.  THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.


    5.  This
First Amendment shall become effective on the date (the "First Amendment Effective Date") when each Credit
Party (including, without limitation, the Parent, the Borrower and each Subsidiary Guarantor) and the Required Lenders shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including, without limitation, by usage of facsimile transmission) same to the Administrative Agent at its office located at 130 Liberty Street, New York, New
York. This First Amendment and the agreements contained herein shall be binding on the successors and assigns of the parties hereto. 


    6.  From
and after the First Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be
deemed to be references to the Credit Agreement as amended hereby. 


    7.  Each
of the Borrowers hereby covenants and agrees that, so long as the First Amendment Effective Date occurs, it shall pay to each Lender which executes and
delivers to the Administrative Agent (or its designee) a counterpart hereof by the later to occur of (x) the close of business on the First Amendment Effective Date or
(y) 12:00 p.m. (New York time) on Friday, August 4, 2000 (such later date, the "Outside Date"), or which is an immediate or
successive assignee of any Lender described above (with respect to amounts obtained, directly or indirectly, by assignment from such Lender), a non-refundable cash fee in an amount equal
to 10.0 basis points (0.10%) of an amount equal to the sum of the outstanding principal amount of Term Loans (taking the Dollar Equivalent of any Euro Denominated Term Loans) of such Lender and the
Revolving Loan Commitment of such Lender, in each case as same is in effect on the First Amendment Effective Date, which fees shall be paid by the Borrower to the Administrative Agent for distribution
to the Lenders not later than the second Business Day following the Outside Date. 




 
    IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Consent as of the date first above written. 



	

BUHRMANN N.V.	
 	

PARIBAS,

Individually and as Syndication Agent
	

By:	
 	

/s/ C. BANGNA 

/s/ HEIDI VAN DER KOOIJ   
 Name:

Title:	
 	

By:	
 	

/s/ ERIC TOIZER   
 Name:

Title:
	

 	
 	

 	
 	

By:	
 	

/s/ SUSAN BOWES   
 Name:

Title:
	

BUHRMANN US INC.	
 	

ABN AMRO BANK N.V.,

Individually and as Documentation Agent
	

By:	
 	

/s/ C. BANGMA 

/s/ HEIDI VAN DER KOOIJ   
 Name:

Title:	
 	

By:	
 	

/s/ R.D.A. MOLKENBOER   
 Name:

Title:
	

 	
 	

 	
 	

By:	
 	

/s/ JACCO J. HEERNKERK   
 Name:

Title:
	

BANKERS TRUST COMPANY,

Individually and as Administrative Agent	
 	

AERIES FINANCE-II LIMITED
	

By:	
 	

/s/ SUSAN LE FEVRE   
 Name:

Title:	
 	

By:	
 	

INVESCO Senior Secured Management, Inc., as Sub-Managing Agent
	

 	
 	

 	
 	

By:	
 	

/s/ GREGORY STOECKLE   
 Name:

Title:
	

DEUTSCHE BANK SECURITIES INC.,

as Lead Arranger and Sole Book Manager	
 	

AIMCO CDO SERIES 2000-A
	

By:	
 	

/s/ S. C. MAY   
 Name:

Title:	
 	

By:	
 	

/s/ JERRY D. ZINKULA

/s/ PATRICIA W. WILSON   
 Name:

Title:





	

ALLSTATE LIFE INSURANCE COMPANY	
 	

ARCHIMEDES FUNDING II, LTD.
	

By:	
 	

/s/ JERRY D. ZINKULA

/s/ PATRICIA W. WILSON   
 Name:

Title:	
 	

By:	
 	

ING Capital Advisors LLC, as Collateral Manager
	

 	
 	

 	
 	

By:	
 	

/s/ AMY GRENIER   
 Name:

Title:
	

ARCHIMEDES FUNDING III, LTD.	
 	

ARCHIMEDES FUNDING, L.L.C.
	

By:	
 	

ING Capital Advisors LLC, as Collateral Manager	
 	

By:	
 	

ING Capital Advisors LLC, as Collateral Manager
	

By:	
 	

/s/ AMY GRENIER   
 Name:

Title:	
 	

By:	
 	

/s/ AMY GRENIER   
 Name:

Title:
	

ARES III CLO, LTD.	
 	

AVALON CAPITAL LTD.
	

By:	
 	

ARES CLO Management L.L.C., as Investment Manager	
 	

By:	
 	

INVESCO Senior Secured Management, Inc., as Portfolio Advisor
	

By:	
 	

/s/ DAVID A. SACHS   
 Name:

Title:	
 	

By:	
 	

/s/ GREGORY STOECKLE   
 Name:

Title:
	

AVALON CAPITAL LTD. 2	
 	

THE BANK OF NEW YORK
	

By:	
 	

INVESCO Senior Secured Management, Inc., as Portfolio Advisor	
 	

By:	
 	

/s/ JENNIFER S. ELLERMAN   
 Name:

Title:
	

By:	
 	

/s/ GREGORY STOECKLE   
 Name:

Title:	
 	

 	
 	

 
	

BANK POLSKA KASA OPIEKI SA, NEW YORK BRANCH	
 	

BANQUE WORMS CAPITAL CORPORATION
	

By:	
 	

/s/ WILLIAM REYNOLDS   
 Name:

Title:	
 	

By:	
 	

/s/ D. PICON   
 Name:

Title:





	

BARCLAYS BANK PLC	
 	

BATTERY PARK CDO, LIMITED
	

By:	
 	

/s/ JEROEN J. BLOK   
 Name:

Title:	
 	

By:	
 	

Nomura Corporate Research and Asset Management, Inc., as Investment Advisor
	

 	
 	

 	
 	

By:	
 	

/s/ RICHARD STEWART   
 Name:

Title:
	

BATTERSON PARK CBO I	
 	

BAY VIEW FINANCIAL CORPORATION
	

By:	
 	

General Re — New England Asset Management, Inc., as Collateral Manager	
 	

By:	
 	

/s/ BRYAN READ   
 Name:

Title:
	

By:	
 	

 Name:

Title:	
 	

 	
 	

 
	

CAPTIVA FINANCE LTD.	
 	

CARLYLE HIGH YIELD PARTNERS II, LTD.
	

By:	
 	

/s/ DAVID DYER   
 Name:

Title:	
 	

By:	
 	

/s/ LINDA M. PACE   
 Name:

Title:
	

CERES FINANCE LTD.	
 	

CHINATRUST COMMERCIAL BANK, LTD., NEW YORK BRANCH
	

By:	
 	

INVESCO Senior Secured Management, Inc., as Sub-Managing Agent	
 	

By:	
 	

/s/ GABRIEL CHU   
 Name:

Title:
	

By:	
 	

/s/ GREGORY STOECKLE   
 Name:

Title:	
 	

 	
 	

 
	

CITIBANK, N.A.	
 	

CLYDESDALE CBO I, LTD.
	

By:	
 	

/s/ AULLE LEENSTRA   
 Name:

Title:	
 	

By:	
 	

Nomura Corporate Research and Asset Management, Inc., as Investment Advisor
	

By:	
 	

 Name:

Title:	
 	

By:	
 	

/s/ RICHARD STEWART   
 Name:

Title:






	

COMERICA BANK	
 	

COMMERZBANK (NEDERLAND) N.V.
	

By:	
 	

/s/ GEORGE S. GHAREEB   
 Name:

Title:	
 	

By:	
 	

/s/ R. RUTLOH   
 Name:

Title:
	

 	
 	

 	
 	

By:	
 	

/s/ G.E. ASSHAUER   
 Name:

Title:
	

COOPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A.	
 	

CREDITANSTALT AG
	

By:	
 	

/s/ C. URCES   
 Name:

Title:	
 	

By:	
 	

/s/ GERNOT HESCHL   
 Name:

Title:
	

By:	
 	

/s/ D.L. BAUSCH   
 Name:

Title:	
 	

By:	
 	

/s/ PETER KOERNER   
 Name:

Title:
	

CREDIT INDUSTRIEL ET COMMERCIAL	
 	

CYPRESSTREE INVESTMENT FUND, LLC
	

By:	
 	

/s/ W. FASSBENDER   
 Name:

Title:	
 	

By:	
 	

CypressTree Investment Management Company, Inc., as Portfolio Manager
	

By:	
 	

/s/ ALAIN TOULET   
 Name:

Title:	
 	

By:	
 	

/s/ JONATHAN D. SHARKEY   
 Name:

Title:
	

CYPRESSTREE INVESTMENT PARTNERS I, LTD.	
 	

CYPRESSTREE INVESTMENT PARTNERS II, LTD.
	

By:	
 	

CypressTree Investment Management Company, Inc., as Portfolio Manager	
 	

By:	
 	

CypressTree Investment Management Company, Inc., as Portfolio Manager
	

By:	
 	

/s/ JONATHAN D. SHARKEY   
 Name:

Title:	
 	

By:	
 	

/s/ JONATHAN D. SHARKEY   
 Name:

Title
	

CYPRESSTREE SENIOR FLOATING RATE FUND	
 	

DEBT STRATEGIES FUND, INC.
	

By:	
 	

CypressTree Investment Management Company, Inc., as Portfolio Manager	
 	

By:	
 	

/s/ ANTHONY HEYMAN   
 Name:

Title:
	

By:	
 	

/s/ JONATHAN D. SHARKEY   
 Name:

Title:	
 	

 	
 	

 





	

DEN DANSKE BANK AKTIESELSKAB	
 	

DEBT STRATEGIES FUND III, INC.
	

By:	
 	

/s/ PETER HUGHES   
 Name:

Title:	
 	

By:	
 	

/s/ ANTHONY HEYMAN   
 Name:

Title:
	

By:	
 	

/s/ ROGER LIEPOLD   
 Name:

Title:	
 	

 	
 	

 
	

DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES	
 	

EATON VANCE INSTITUTIONAL SENIOR LOAN
	

By:	
 	

/s/ HAAK   
 Name:

Title: VP	
 	

By:	
 	

Eaton Vance Management, as Investment Advisor
	

By:	
 	

/s/ LENG FILL   
 Name:

Title: SVP	
 	

By:	
 	

/s/ PAYSON SWAFFIELD   
 Name:

Title:
	

EATON VANCE SENIOR INCOME TRUST	
 	

ELF FUNDING TRUST 1
	

By:	
 	

Eaton Vance Management, as Investment Advisor	
 	

By:	
 	

Highland Capital Management, L.P. as Collateral Manager
	

By:	
 	

/s/ PAYSON F. SWAFFIELD   
 Name:

Title:	
 	

By:	
 	

/s/ TODD TRAVERS   
 Name:

Title:
	

ELT LTD.	
 	

EUROCREDIT CDO 1 B.V.
	

By:	
 	

/s/ ANN E. MORRIS   
 Name:

Title:	
 	

By:	
 	

/s/ SARA HATTAN   
 Name:

Title:
	

 	
 	

 	
 	

By:	
 	

 Name:

Title:
	

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY	
 	

FIRST DOMINION FUNDING I
	

By:	
 	

 Name:

Title:	
 	

By:	
 	

/s/ OUVAL   
 Name:

Title:





	

FIRST DOMINION FUNDING III	
 	

FIRST UNION NATIONAL BANK
	

By:	
 	

/s/ OUVAL   
 Name:

Title:	
 	

By:	
 	

/s/ THIERRY RIEK   
 Name:

Title:
	

FIVE FINANCE CORPORATION	
 	

FLEET NATIONAL BANK
	

By:	
 	

/s/ MARTIN DAVEY 

/s/ MIKE REGAN   
 Name:

Title:	
 	

By:	
 	

/s/ JEFF LYELL   
 Name:

Title: SVP
	

FLOATING RATE PORTFOLIO	
 	

FORTIS CAPITAL CORPORATION
	

By:	
 	

INVESCO Senior Secured Management, Inc., as attorney in fact	
 	

By:	
 	

/s/ EUGENE OLIVA   
 Name:

Title:
	

By:	
 	

/s/ GREGORY STOECKLE   
 Name:

Title:	
 	

 	
 	

 
	

FRANKLIN CLO I, LTD.	
 	

FRANKLIN FLOAT RATE TRUST
	

By:	
 	

/s/ CHAUNCEY LUFKIN   
 Name:

Title:	
 	

By:	
 	

/s/ CHAUNCEY LUFKIN   
 Name:

Title:
	

FUJI BANK (LUXEMBOURG) S.A.	
 	

GALAXY CLO 1999-1, LTD.
	

By:	
 	

/s/ HIROYUKI YAMAMOTO 

/s/ H. OBATA   
 Name:

Title:	
 	

By:	
 	

SAI Investment Advisor, Inc., as Collateral Manager
	

By:	
 	

 Name:

Title:	
 	

By:	
 	

/s/ JULIE BOTHAMLEY   
 Name:

Title:
	

GENERAL ELECTRIC CAPITAL CORPORATION	
 	

GLENEAGLES TRADING LLC
	

By:	
 	

/s/ W. JEROME MCDERMOTT   
 Name:

Title:	
 	

By:	
 	

/s/ ANN E. MORRIS   
 Name:

Title:





	

HELLER FINANCIAL INC.	
 	

HIGHLAND LEGACY LIMITED
	

By:	
 	

/s/ DAVID R. CAMPELL    
 Name:

Title:	
 	

By:	
 	

Highland Capital Management, L.P. as Collateral Manager
	

 	
 	

 	
 	

By:	
 	

/s/ TODD TRAVERS   
 Name:

Title:
	

IKB DEUTSCHE INDUSTRIEBANK AG, LUXEMBOURG BRANCH	
 	

INCOME STRATEGIES PORTFOLIO
	

By:	
 	

/s/ DR. FRANK SCHAUM   
 Name:

Title:	
 	

By:	
 	

 Name:

Title:
	

By:	
 	

/s/ MANFRED ZIWEY    
 Name:

Title:	
 	

 	
 	

 
	

ING BANK N.V.	
 	

THE ING CAPITAL SENIOR SECURED HIGH INCOME FUND HOLDINGS, L.P.
	

By:	
 	

/s/ P.J. BOUMANS   
 Name:

Title:	
 	

By:	
 	

ING Capital Advisors LLC, as Investment Advisor
	

By:	
 	

/s/ N.J. KLEIN    
 Name:

Title:	
 	

By:	
 	

/s/ AMY GRENIER   
 Name:

Title:
	

JHW CASH FLOW FUND I GP, L.P.	
 	

KATONAH I, LTD.
	

By:	
 	

/s/ JHW CASH FLOW FUND GENERAL PARTNER GP LTD. BY DANIEL J. O'BRIEN    
 Name:

Title:	
 	

By:	
 	

/s/ JOYCE C. DELUCCA   
 Name:

Title:
	

KZH CYPRESSTREE-1 LLC	
 	

KZH HIGHLAND-2 LLC
	

By:	
 	

/s/ PETER CHIN   
 Name:

Title:	
 	

By:	
 	

/s/ PETER CHIN   
 Name:

Title:
	

KZH ING-1 LLC	
 	

KZH ING-2 LLC
	

By:	
 	

/s/ PETER CHIN    
 Name:

Title:	
 	

By:	
 	

/s/ PETER CHIN    
 Name:

Title:





	

KZH ING-3 LLC	
 	

KZH STERLING LLC
	

By:	
 	

/s/ PETER CHIN   
 Name:

Title:	
 	

By:	
 	

/s/ PETER CHIN   
 Name:

Title:
	

KZH WATERSIDE LLC	
 	

LANDESBANK RHEINLAND-PFALZ GIROZENTRALE
	

By:	
 	

/s/ PETER CHIN    
 Name:

Title:	
 	

By:	
 	

/s/ GUENTER TAUT   
 Name:

Title:
	

 	
 	

 	
 	

By:	
 	

/s/ STEFAN HUBER   
 Name:

Title:
	

LOYDS TSB BANK PLC	
 	

LONGHORN CDO (CAYMAN) LTD.
	

By:	
 	

/s/ ROC DAKIN   
 Name:

Title:	
 	

By:	
 	

Merrill Lynch Asset Management, L.P., as Investment Advisor
	

By:	
 	

 Name:

Title:	
 	

By:	
 	

/s/ ANTHONY HEYMAN   
 Name:

Title:
	

MAPLEWOOD (CAYMAN) LIMITED	
 	

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
	

By:	
 	

David L. Babson and Company, Incorporated, under delegated authority from Massachusetts Mutual Life Insurance Company, as Investment Manager	
 	

By:	
 	

David L. Babson and Company, Incorporated, under delegated authority from Massachusetts Mutual Life Insurance Company, as Investment Manager
	

By:	
 	

/s/ WALTER T. DWYER   
 Name:

Title:	
 	

By:	
 	

/s/ WALTER T. DWYER   
 Name:

Title:
	

MERRILL LYNCH GLOBAL INVESTMENT SERIES: BANK LOAN INCOME PORTFOLIO	
 	

MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO
	

By:	
 	

Merrill Lynch Asset Management, L.P., as Investment Advisor	
 	

By:	
 	

Merrill Lynch Asset Management, L.P., as Investment Advisor
	

By:	
 	

/s/ ANTHONY HEYMAN   
 Name:

Title:	
 	

By:	
 	

/s/ ANTHONY HEYMAN   
 Name:

Title:






	

MERRILL LYNCH PRIME RATE PORTFOLIO	
 	

MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
	

By:	
 	

Merrill Lynch Asset Management, L.P., as Investment Advisor	
 	

By:	
 	

/s/ ANTHONY HEYMAN   
 Name:

Title:
	

By:	
 	

/s/ ANTHONY HEYMAN   
 Name:

Title:	
 	

 	
 	

 
	

ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.	
 	

ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
	

By:	
 	

Pilgrim Investments, Inc., as Investment Manager	
 	

By:	
 	

Pilgrim Investments, Inc., as Investment Manager
	

By:	
 	

/s/ MICHEL PRINCE    
 Name:

Title:	
 	

By:	
 	

/s/ MICHEL PRINCE   
 Name:

Title:
	

ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.	
 	

MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST
	

By:	
 	

Pilgrim Investments, Inc., as Investment Manager	
 	

By:	
 	

/s/ SHEILA FINNERTY   
 Name:

Title:
	

By:	
 	

/s/ MICHEL PRINCE   
 Name:

Title:	
 	

 	
 	

 
	

NATEXIS BANQUE BFCE	
 	

NATIONAL CITY BANK
	

By:	
 	

/s/ PIETER J. VAN TULDER   
 Name:

Title:	
 	

By:	
 	

/s/ JOHN PLATEK   
 Name:

Title:
	

By:	
 	

/s/ CHRISTINE DIRRINGER   
 Name:

Title:	
 	

 	
 	

 
	

NEMEAN CLO, LTD.	
 	

NIB CAPITAL BANK N.V.
	

By:	
 	

ING Capital Advisors llc, as Investment Manager	
 	

By:	
 	

/s/ GERARD BURGERS   
 Name:

Title:
	

By:	
 	

/s/ AMY GRENIER    
 Name:

Title:	
 	

By:	
 	

/s/ TIM CROSSLEY   
 Name:

Title:





	

NOMURA BOND AND LOAN FUND	
 	

NORTH AMERICAN SENIOR FLOATING RATE FUND
	

By:	
 	

Nomura Corporate Research and Asset Management, Inc., as Investment Advisor	
 	

By:	
 	

CypressTree Investment Management Company, Inc., as Portfolio Manager
	

By:	
 	

/s/ RICHARD STEWART   
 Name:

Title:	
 	

By:	
 	

/s/ JONATHAN D. SHARKEY   
 Name:

Title:
	

OCTAGON INVESTMENT PARTNERS II, LLC	
 	

OCTAGON INVESTMENT PARTNERS III, LTD.
	

By:	
 	

Octagon Credit Investors, LLC, as sub- investment manager	
 	

By:	
 	

/s/ MICHAEL B. NECHAMKIN   
 Name:

Title:
	

By:	
 	

/s/ MICHAEL B. NECHAMKIN   
 Name:

Title:	
 	

 	
 	

 
	

ORIX BUSINESS CREDIT INC.	
 	

OSPREY INVESTMENTS PORTFOLIO
	

By:	
 	

/s/ MICHAEL J. COX   
 Name:

Title:	
 	

By:	
 	

/s/ MARTIN DAVEY   
 Name:

Title:
	

OXFORD STRATEGIC INCOME FUND	
 	

PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.
	

By:	
 	

Eaton Vance Management, as Investment Advisor	
 	

By:	
 	

Pilgrim Investments, Inc., as Investment Manager
	

By:	
 	

/s/ PAYSON F. SWAFFIELD   
 Name:

Title:	
 	

By:	
 	

/s/ MICHEL PRINCE   
 Name:

Title:
	

PILGRIM CLO 1999-1 LTD.	
 	

PILGRIM PRIME RATE TRUST
	

By:	
 	

Pilgrim Investments, Inc., as Investment Manager	
 	

By:	
 	

Pilgrim Investments, Inc., as Investment Manager
	

By:	
 	

/s/ MICHEL PRINCE   
 Name:

Title:	
 	

By:	
 	

/s/ MICHEL PRINCE   
 Name:

Title:





	

PPM SPYGLASS FUNDING TRUST	
 	

PRINCIPAL LIFE INSURANCE COMPANY
	

By:	
 	

/s/ ANN E. MORRIS   
 Name:

Title:	
 	

By:	
 	

Principal Capital Management, LLC, a Delaware Limited Liability Company, its Authorized Signatory
	

 	
 	

 	
 	

By:	
 	

/s/ JON HEINY   
 Name:

Title:
	

 	
 	

 	
 	

By:	
 	

/s/ DAVID S. ALBRIGHT    
 Name:

Title:
	

PROSPECT INTERNATIONAL DEBT STRATEGY FUND	
 	

PROVIDENT CAPITAL CORPORATION
	

By:	
 	

/s/ PRESTON I. CARNES   
 Name:

Title:	
 	

By:	
 	

/s/ MICHAEL J. GADLGRAFF    
 Name:

Title:
	

THE PRUDENTIAL ASSURANCE COMPANY OF AMERICA	
 	

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
	

By:	
 	

/s/ LOUIS ATKINS   
 Name:

Title:	
 	

By:	
 	

/s/ B. ROSS SMOAD   
 Name:

Title:
	

By:	
 	

 Name:

Title:	
 	

 	
 	

 
	

RAIFFEISEN ZENTRALBANK OSTERREICH AG	
 	

SCOTIABANK EUROPE PLC
	

By:	
 	

/s/ BIRGIT MATHIASCHITZ   
 Name:

Title:	
 	

By:	
 	

/s/ J.A. FLEXTER   
 Name:

Title:
	

By:	
 	

/s/ ASTRID GOBALD   
 Name:

Title:	
 	

 	
 	

 
	

SENIOR DEBT PORTFOLIO	
 	

SEQUILS — ING I (HBDGM), LTD.
	

By:	
 	

Boston Management and Research, as Investment Advisor	
 	

By:	
 	

ING Capital Advisors LLC, as Collateral Manager
	

By:	
 	

/s/ PAYSON SWAFFIELD    
 Name:

Title:	
 	

By:	
 	

/s/ AMY GRENIER    
 Name:

Title:





	

SIMSBURY CLO, LIMITED	
 	

SRV — HIGHLAND, INC.
	

By:	
 	

David L. Babson and Company, Incorporated, under delegated authority from Massachusetts Mutual Life Insurance Company, as Collateral Manager	
 	

By:	
 	

/s/ ANN E. MORRIS   
 Name:

Title:
	

By:	
 	

/s/ WALETR T. DWYER    
 Name:

Title:	
 	

 	
 	

 
	

STANFIELD CLO, LTD.	
 	

STANFIELD RMF/TRANSATLANTIC CDO, LTD.
	

By:	
 	

Stanfield Capital Partners LLC, as Collateral Manager	
 	

By:	
 	

Stanfield Capital Partners LLC, as Collateral Manager
	

By:	
 	

/s/ CHRISTOPHER A. BONDY   
 Name:

Title:	
 	

By:	
 	

/s/ CHRISTOPHER A. BONDY   
 Name:

Title:
	

STRATEGIC MANAGED LOAN PORTFOLIO	
 	

THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK BRANCH
	

By:	
 	

/s/ MARTIN DAVEY   
 Name:

Title:	
 	

By:	
 	

/s/ STEPHEN STRATICO   
 Name:

Title:
	

SUTTER CBO 1999-1 LTD	
 	

SWISS LIFE US RAINBOW LIMITED
	

By:	
 	

/s/ DEAN ADANSI   
 Name:

Title:	
 	

By:	
 	

ING Capital Advisors LLC, as Collateral Manager
	

 	
 	

 	
 	

By:	
 	

/s/ AMY GRENIER   
 Name:

Title:
	

TALCOTT NOTCH CBO I	
 	

TORONTO DOMINION BANK EUROPE LIMITED
	

By:	
 	

General Re — New England Asset Management, Inc., as Collateral Manager	
 	

 	
 	

 
	

By:	
 	

/s/ PATRICK M. MACARY   
 Name:

Title:	
 	

By:	
 	

/s/ MIKE REDFERNE    
 Name:

Title:





	

TRANSAMERICA BUSINESS CREDIT CORPORATION	
 	

UNICREDITO ITALIANO
	

By:	
 	

/s/ PERRY VAVOULES   
 Name:

Title:	
 	

By:	
 	

/s/ GIANFRANCO BISAGHI   
 Name:

Title:
	

 	
 	

 	
 	

By:	
 	

/s/ CHARLES MICHAEL   
 Name:

Title:
	

U.S. BANK NATIONAL ASSOCIATION	
 	

VAN KAMPEN SENIOR FLOATING RATE FUND
	

By:	
 	

/s/ WESLEY G. ZEPELIN   
 Name:

Title:	
 	

By:	
 	

Van Kampen Investment Advisory Corp.
	

 	
 	

 	
 	

By:	
 	

/s/ HOWARD TIFFEN   
 Name:

Title:
	

VAN KAMPEN SENIOR INCOME TRUST	
 	

WELLS FARGO BANK, N.A.
	

By:	
 	

Van Kampen Investment Advisory Corp.	
 	

By:	
 	

/s/ S. MICHEL ST. GEME   
 Name:

Title:
	

By:	
 	

/s/ HOWARD TIFFEN   
 Name:

Title:	
 	

 	
 	

 







 
Acknowledged and Agreed to: 


Bouwmaatschappij
Het Wapen van Amsterdam N.V.

Brabantse Poort B.V.

BT Office Products Europe C.V.

Buhrmann Financieringen B.V. (f/k/a KNP BT Financieringen B.V.)

Buhrmann Fined B.V. (f/k/a KNP BT Fined B.V.)

Buhrmann II B.V. (f/k/a KNP BT II B.V.)

Buhrmann International B.V.

Buhrmann Nederland B.V.

Buhrmann Nederland Holding B.V. (f/k/a Scadisbel B.V.)

Buhrmann Office Products Austria B.V.

Buhrmann Stafdiensten B.V.

Bührmann-Ubbens B.V.

Corporate Express Benelux B.V. (f/k/a BT Office Products Europe B.V.)

Corporate Express Beverwijk B.V.

Corporate Express Europe B.V. (f/k/a BT Office Products Nederland B.V.)

Corporate Express Holding B.V.

Corporate Express Nederland B.V. (f/k/a Kuipers Centrum voor Kantoorefficiency BV)

Deutschmann & Roelants B.V.

Dingler Kantoor Centrum B.V.

Direct Dealer Services Nederland B.V.

DocVision B.V.

Jonkers International B.V.

KNP Nederland B.V.

KNP Nederland (Holding) B.V.

Medo B.V.

Papiermaatschappij Amsterdam-West B.V.

Proost en Brandt B.V.

Ravensteyn-Zn. B.V.

Repro Copiers Nederland B.V.

Rhosili Amsterdam C.V.

Papiergroothandel v/h Riem & Honing B.V.

Riem en Honing Beheer B.V.

Store Office Paper B.V.

Tetterode-Nederland B.V.

Tim voor Kantoor B.V.

Tricom Paper International B.V.

Veenman B.V.

VRG Insurances B.V. 



	By:	 	/s/ HEIDI VAN DER KOOIJ   
 Name:

Title:

On Behalf of each of the above

Subsidiary Guarantors	 	 	 	 







 
Acknowledged and Agreed to: 


BIT
Büro-Und Informationstechnik GmbH & Co. KG

Buhrmann Beteiligungen Deutschland GmbH

Buhrmann Holding GmbH & Co. KG

Buhrmann Holding Verwaltungs GmbH

Buhrmann Office Products Deutschland GmbH

Buhrmann Office Products Deutschland GmbH & Co. Vertriebs KG

Buhrmann Office Products Deutschland Verwaltungs GmbH

BüroDepot GmbH

Büroeinrichtungshaus Röth GmbH

Büropartner Chemnitz Büro-Systeme Vertriebs GmbH & Co. KG

Competence Ware IT Service GmbH & Co. KG

Corporate Express Büropartner GmbH & Co. KG

Corporate Express (Deutschland) GmbH

Deutsche Papier Grundstücks GmbH & Co. KG

Deutsche Papier Holding GmbH

Deutsche Papier Vertriebs GmbH

Erich Ortloff GmbH & Co. KG

Eugen Haas Büro GmbH & Co. KG

FSMA Verwaltungs-und Beteiligungs GmbH

Holste Büropartner GmbH

Joseph Fröhlen Papiergrosshandling—Willi Reddemann Import Export GmbH

Keller Büromatic GmbH

Peter Krause Corporate Supplies GmbH & Co. KG

Reese GmbH & Co.

Willman Bürozentrum GmbH & Co. KG 



	By:	 	/s/ HEIDI VAN DER KOOIJ   
 Name:

Title:

On Behalf of each of the above

Subsidiary Guarantors	 	 	 	 
	

Acknowledged and Agreed to:	
 	

 	
 	

 
	

Buhrmann Europcenter N.V.	
 	

 	
 	

 
	

By:	
 	

/s/ HEIDI VAN DER KOOIJ   
 Name:

Title:

On Behalf of the above

Subsidiary Guarantor	
 	

 	
 	

 







 
Acknowledged and Agreed to: 


Adhesive
and Display Products Ltd.

Buhrmann UK Ltd.

Contract Paper Ltd.

Copygraphic Plc.

Corporate Express (Holdings) Ltd.

Corporate Express UK Ltd.

Howard Smith Paper Ltd.

The Howard Smith Paper Group Ltd.

W. Lunnon & Company Ltd.

The M6 Paper Group Ltd.

Pinnacle Film & Board Sales Ltd.

Ramchester Furnishings International Ltd.

Retail Concept Packaging Ltd.

Robert Horne Group Plc.

Robert Horne Paper Company Ltd.

Savory Paper Ltd.

Trade Paper Ltd. 



	By:	 	/s/ HEIDI VAN DER KOOIJ   
 Name:

Title:

On Behalf of each of the above

Subsidiary Guarantors	 	 	 	 







 
Acknowledged and Agreed to: 


ASAP
Software Express, Inc.

BT Office Products International, Inc.

BTOP USA Corp.

BTOPI Holding (U.S.)

Buhrmann Swaps, Inc.

CEX Holdings, Inc.

Corporate Express, Inc.

Corporate Express Delivery Systems—Expedited, Inc.

Corporate Express Document & Print Management Inc.

Corporate Express Office Products, Inc.

Corporate Express of Texas, Inc.

Corporate Express Promotional Marketing, Inc.

Corporate Express Real Estate, Inc.

Distribution Resources Co.

Kelly Paper Company

Moore Labels, Inc. 



	By:	 	/s/ JOHN SKINNER   
 Name:

Title:

On Behalf of each of the above

Subsidiary Guarantors	 	 	 	 












SCHEDULE 13.20A  


 
 

ADDITIONAL ACTIONS BY VARIOUS FOREIGN SUBSIDIARIES    
  


    Notwithstanding anything to the contrary set forth in Schedule 13.20 to the Credit Agreement, each of
the matters set forth below shall not be required to be completed in accordance with Schedule 13.20 to the Credit Agreement but instead shall be
required to be completed, in each case to the satisfaction of the Administrative Agent and the Collateral Agent, within the respective time period provided below: 



1.  Foreign Mortgages:  


    a.  Deutsche
Papier Grundstucks K.G. shall not be required to grant to the Collateral Agent security interests and mortgages in its real property,  provided that an Authorized Representative of the Parent shall have
delivered to the Administrative Agent a certificate, in form and substance
satisfactory to the Administrative Agent, certifying that, as of the First Amendment Effective Date, Deutsche Papier Grundstucks K.G. does not own real property having a fair market value in excess of
$5,000,000. In connection with the foregoing, each of the Credit Agreement Parties acknowledges and confirms their respective obligations under Section 8.15 of the Credit Agreement. 


2.  Germany:  


    a.  The
Subsidiaries listed below shall not be required to execute and deliver the Subsidiaries Guaranty, the Contribution Agreement, an Assignment Agreement or a
Chattel Mortgage on or prior to the 60th day after the Initial Borrowing Date but instead shall be required to execute and deliver the Subsidiaries Guaranty, the Contribution Agreement, an Assignment
Agreement and a Chattel
Mortgage, all on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent, on or prior to the 360th day after the Initial Borrowing Date (if same continues to exist on
such 360th day after the Initial Borrowing Date). The Parent will, and will cause its Subsidiaries to, take all actions in connection with the foregoing (including, without limitation, delivery of a
satisfactory legal opinion) as reasonably requested by the Administrative Agent and/or the Collateral Agent. 



	(i)
	D&D
Folienservice GmbH;



	(ii)
	Dirimex
Handels GmbH; and



	(iii)
	Handel
für Siebdruck and Werbetechnik Klinger GmbH. 




    b.  The
Subsidiaries listed below shall not be required to execute and deliver an Assignment Agreement, provided that an
Authorized Representative of the Parent shall have delivered to the Administrative Agent a certificate, in form and substance satisfactory to the Administrative Agent, certifying that, as of the First
Amendment Effective Date, each such Subsidiary does not own any receivables having an aggregate fair market value in excess of $25,000 and undertaking, on an unconditional basis, to cause each such
Subsidiary to execute and deliver an Assignment Agreement on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent promptly upon such Subsidiary acquiring receivables
having an aggregate fair market value in excess of $25,000 and, in connection therewith, to take, and cause its Subsidiaries to take, any and all actions as reasonably requested by the Administrative
Agent and/or the Collateral Agent. 



	(i)
	Buhrmann
Beteiligungen Deutschland GmbH;



	(ii)
	Buhrmann
Holding GmbH & Co. KG;



	(iii)
	Corporate
Express (Deutschland) GmbH;



	(iv)
	Deutsche
Papier Grundstücks GmbH & Co. KG;



	(v)
	Deutsche
Papier Holding GmbH; and



	(vi)
	FSMA
Verwaltungs-und Beteiligungs GmbH. 

 







    c.  The
Subsidiaries listed below shall not be required to execute and deliver a Chattel Mortgage, provided that an
Authorized Representative of the Parent shall have delivered to the Administrative Agent a certificate, in form and substance satisfactory to the Administrative Agent, certifying that, as of the First
Amendment Effective Date, each such Subsidiary does not own any moveable assets having an aggregate fair market value in excess of $25,000 and undertaking, on an unconditional basis, to cause each
such Subsidiary to execute and deliver a Chattel Mortgage on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent promptly upon such Subsidiary acquiring moveable
assets having an aggregate fair market value in excess of $25,000 and, in connection therewith, to take, and cause its Subsidiaries to take, any and all actions as reasonably requested by the
Administrative Agent and/or the Collateral Agent. 



	(i)
	Buhrmann
Beteiligungen Deutschland GmbH;



	(ii)
	Buhrmann
Holding GmbH & Co. KG;



	(iii)
	BüroDepot
GmbH;



	(iv)
	Competence
Ware IT Service GmbH & Co. KG;



	(v)
	Corporate
Express Büropartner GmbH & Co. KG;



	(vi)
	Corporate
Express (Deutschland) GmbH;



	(vii)
	Deutsche
Papier Grundstücks GmbH & Co. KG;



	(viii)
	Deutsche
Papier Holding GmbH;



	(ix)
	FSMA
Verwaltungs-und Beteiligungs GmbH; and



	(x)
	Joseph
Fröhlen Papiergrosshandling—Willi Reddemann Import Export GmbH. 




    d.  The
shares in the capital of the Subsidiaries listed below shall not be required to be pledged pursuant to a Pledge of Shares on or prior to the 60th day or 180th
day, as the case may be, after the Initial Borrowing Date but instead shall be required to be pledged pursuant to a Pledge of Shares on terms and conditions satisfactory to the Administrative Agent
and the Collateral Agent on or prior to December 31, 2000 (but only to the extent that such Subsidiaries continue to exist on December 31, 2000). The Parent will, and will cause its
Subsidiaries to, take all actions in connection with the foregoing (including, without limitation, delivery of a satisfactory legal opinion) as reasonably requested by the Administrative Agent and/or
the Collateral Agent. 



	(i)
	BIT
Buro-Und Informationstechnik GmbH & Co. KG;



	(ii)
	BüroDepot
GmbH;



	(iii)
	Buropartner
Chemnitz Buro-Systeme Vertriebs GmbH & Co. KG;



	(iv)
	Corporate
Express Büropartner GmbH & Co. KG;



	(v)
	Erich
Ortloff GmbH & Co. KG;



	(vi)
	Eugen
Haas Büro GmbH & Co. KG;



	(vii)
	Holste
Büropartner GmbH;



	(viii)
	Peter
Krause Corporate Supplies GmbH & Co. KG;



	(ix)
	Reese
GmbH & Co; and



	(x)
	Willman
Bürozentrum GmbH & Co. KG. 

 







3.  South Africa:  


    a.  All
promissory notes executed by, and Equity Interests in, Finwood Papers (Pty) Ltd. shall not be required to be pledged pursuant to a Deed of Pledge and
Cession in Security, provided that the aggregate Fair Market Value of such promissory notes and Equity Interests held by the Parent and its other
Subsidiaries shall not at any time exceed $5,000,000 (it being understood and agreed that, subject to receipt of all necessary third-party consents on terms and conditions satisfactory to the
Administrative Agent and the Collateral Agent, such promissory notes and Equity Interests held by the Parent and its other Subsidiaries shall be required to be promptly pledged pursuant to a Deed of
Pledge and Cession in Security on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent in the event that the aggregate Fair Market Value of same shall at any time
exceed $5,000,000 and, in connection therewith, the Parent will, and will cause its Subsidiaries to, take any and all actions (including, without limitation, use of best efforts in obtaining all
necessary third-party consents on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent and delivery of a satisfactory legal opinion) as reasonably requested by the
Administrative Agent and/or the Collateral Agent). 


4.  The Netherlands:  


    a.  The
Subsidiaries listed below shall not be required to execute and deliver the Subsidiaries Guaranty and the Contribution Agreement on or prior to the 180th day
after the Initial Borrowing Date but instead shall be required to execute and deliver the Subsidiaries Guaranty and the Contribution Agreement, all on terms and conditions satisfactory to the
Administrative Agent and the Collateral Agent, on or prior to the 360th day after the Initial Borrowing Date (if same continues to exist on such 360th day after the Initial Borrowing Date). The Parent
will, and will cause its Subsidiaries to, take all actions in connection with the foregoing (including, without limitation, delivery of a satisfactory legal opinion) as reasonably requested by the
Administrative Agent and/or the Collateral Agent. 



	(i)
	Enveloppendrukkerij
Jet Print B.V.; and



	(ii)
	Velpa
Enveloppen B.V. 




    b.  The
Subsidiaries listed below shall not be required to execute and deliver a Deed of Pledge of Receivables (together with a list of receivables),  provided that an Authorized Representative of the Parent
shall have delivered to the Administrative Agent a certificate, in form and substance
satisfactory to the Administrative Agent, certifying that, as of the First Amendment Effective Date, each such Subsidiary does not own any receivables having an aggregate fair market value in excess
of $25,000 and undertaking, on an unconditional basis, to cause each such Subsidiary to execute and deliver a Deed of Pledge of Receivables (together with a list of receivables) on terms and
conditions satisfactory to the Administrative Agent and the Collateral Agent promptly upon such Subsidiary acquiring receivables having an aggregate fair market value in excess of $25,000 and, in
connection therewith, to take, and cause its Subsidiaries to take, any and all actions as reasonably requested by the Administrative Agent and/or the Collateral Agent. 



	(i)
	Riem
en Honig Beheer B.V.;



	(ii)
	Scadisbel
B.V. (n/k/a Buhrmann Nederland Holding B.V.);



	(iii)
	Corporate
Express Holding B.V.; and



	(iv)
	Velpa
Enveloppen Beheer B.V. 




    c.  The
Subsidiaries listed below shall not be required to execute and deliver a Deed of Pledge of Receivables (together with a list of receivables) on or prior to the
180th day after the Initial Borrowing Date but instead shall be required to execute and deliver a Deed of Pledge of Receivables (together 




  
with a list of receivables) on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent on or prior to the 360th day after the Initial Borrowing Date (if same continues
to exist on such 360th day after the Initial Borrowing Date). The Parent will, and will cause its Subsidiaries to, take all actions in connection with the foregoing (including, without limitation,
delivery of a satisfactory legal opinion) as reasonably requested by the Administrative Agent and/or the Collateral Agent. 



	(i)
	Dingler
Kantoorcentrum B.V.;



	(ii)
	Enveloppendrukkerij
Jet Print B.V.; and



	(iii)
	Velpa
Enveloppen B.V. 




    d.  The
Subsidiaries listed below shall not be required to execute and deliver a Deed of Pledge of Moveable Assets, provided  that an Authorized Representative of the Parent shall have delivered to the
Administrative Agent a certificate, in form and substance satisfactory to the Administrative Agent,
certifying that, as of the First Amendment Effective Date, each such Subsidiary does not own any moveable assets having an aggregate fair market value in excess of $25,000 and undertaking, on an
unconditional basis, to cause each such Subsidiary to execute and deliver a Deed of Pledge of Moveable Assets on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent
promptly upon such Subsidiary acquiring moveable assets having an aggregate fair market value in excess of $25,000 and, in connection therewith, to take, and cause its Subsidiaries to take, any and
all actions as reasonably requested by the Administrative Agent and/or the Collateral Agent. 



	(i)
	Brabantse
Poort B.V.; and



	(ii)
	Corporate
Express Holding B.V. 




    e.  The
Subsidiaries listed below shall not be required to execute and deliver a Deed of Pledge of Moveable Assets on or prior to the 180th day after the Initial
Borrowing Date but instead shall be required to execute and deliver a Deed of Pledge of Moveable Assets on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent on or
prior to the 360th day after the Initial Borrowing Date (if same continues to exist on such 360th day after the Initial Borrowing Date). The Parent will, and will cause its Subsidiaries to, take all
actions in connection with the foregoing (including, without limitation, delivery of a satisfactory legal opinion) as reasonably requested by the Administrative Agent and/or the Collateral Agent. 



	(i)
	Dingler
Kantoorcentrum B.V.;



	(ii)
	Enveloppendrukkerij
Jet Print B.V.; and



	(iii)
	Velpa
Enveloppen B.V. 




    f.   The
shares in the capital of the Subsidiaries listed below shall not be required to be pledged pursuant to a Deed of Pledge of Shares on or prior to the 60th day or
180th day, as the case may be, after the Initial Borrowing Date but instead shall be required to be pledged pursuant to a Deed of Pledge of Shares on terms and conditions satisfactory to the
Administrative Agent and the Collateral Agent on or prior to the 360th day after the Initial Borrowing Date (but only to the extent that such Subsidiaries continue to exist on such 360th day after the
Initial Borrowing Date). The Parent will, and will cause its Subsidiaries to, take all actions in connection with the foregoing (including, without limitation, delivery of a satisfactory legal
opinion) as reasonably requested by the Administrative Agent and/or the Collateral Agent. 



	(i)
	Blees
Van Os B.V.;



	(ii)
	Corporate
Express Holding B.V.;



	(iii)
	Dingler
Kantoorcentrum B.V.; 


 



	(iv)
	Enveloppendrukkerij
Jet Print B.V.;



	(v)
	KNP
BT Fined B.V. (n/k/a Buhrmann Fined B.V.);



	(vi)
	Velpa
Enveloppen B.V.;



	(vii)
	Velpa
Enveloppen Beheer B.V.; and



	(viii)
	Ravensteyn-Zn.
B.V. 




5.  Lists of Receivables:  


    a.  The
requirement that the various Credit Parties deliver lists of receivables as provided under the various Credit Documents for periods prior to June 30,
2000 is hereby waived, provided that complete and accurate lists of receivables are duly delivered by such Credit Parties pursuant to the respective
terms of the various Credit Documents on or prior to June 30, 2000. 









ANNEX I  


 
 

TERMS OF
  PERMITTED RECEIVABLES TRANSACTION    
  











QuickLinks


FIRST AMENDMENT TO CREDIT AGREEMENT


ADDITIONAL ACTIONS BY VARIOUS FOREIGN SUBSIDIARIES


TERMS OF PERMITTED RECEIVABLES TRANSACTION