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Exhibit 10.8  


 
 

SECOND AMENDMENT TO CREDIT AGREEMENT    
  


    SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment"), dated as of January 26, 2001, by and
among BUHRMANN N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands, 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" and, together with the Lead Arranger, the Syndication Agent and the Documentation
Agent, collectively, the "Agents"). 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 "Existing Credit Agreement" and, as amended, modified or supplemented from time to time,
including on the date hereof, the "Credit Agreement"); 


    WHEREAS,
the Parent has announced that it intends to acquire (the "Samas OS Business Acquisition") the office supplies business (the
"Samas OS Business") of Samas-Groep N.V., a public limited liability company (naamloze vennootschap)
organized under the laws of The Netherlands ("Samas"), in a negotiated transaction pursuant to the terms and subject to the conditions to be set forth
in an acquisition agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent (as the same may be amended, modified or supplemented from time to time with
the prior consent of the Administrative Agent, the "Samas OS Business Acquisition Agreement"), for aggregate consideration not to exceed
E320 million (subject to certain adjustments thereto in
accordance with the express terms of the Samas OS Business Acquisition Agreement, not resulting, in any event, in an aggregate increase of more than E10 million to such
aggregate consideration); and 


    WHEREAS,
the parties hereto wish to amend, modify and supplement the Existing Credit Agreement as herein provided, including, inter
alia, to permit the Samas OS Business Acquisition on the terms and conditions set forth herein and to allow for certain additional financing (including pursuant to the Credit
Agreement) therefor; 


    NOW,
THEREFORE, it is agreed: 


I.  Amendments and Modifications to, and Agreements with Respect to, the Credit Agreement Permitting New Commitments Thereunder.  


    1.  The
Lenders agree that, at any time and from time to time on or prior to the New Commitment Termination Date (as defined below), the Borrower shall have the right
to increase the Tranche A Dollar Term Loan Commitments (each such increase, a "New Tranche A Dollar Term Loan Commitment"), the Tranche A Euro Term Loan
Commitments (each such increase, a "New Tranche A Euro Term Loan Commitment"), the Tranche B Dollar Term Loan Commitments (each such increase, a
"New Tranche B Dollar Term Loan Commitment") and/or the Tranche B Euro Term Loan Commitments (each such increase, a "New Tranche
B Euro Term Loan Commitment"; with each such New Tranche A Dollar Term Loan Commitment, New Tranche A Euro Term Loan Commitment, New Tranche B Dollar Term Loan Commitment and
New Tranche B Euro Term Loan Commitment being herein called a "New Commitment" and, collectively, the "New
Commitments") as more fully described below, by an aggregate amount of up to E357 million (in the case of amounts expressed in Dollars, taking the Euro 




  
Equivalent thereof on the date of the consummation of the Samas OS Business Acquisition or, at the option of the Borrower, on the date of the incurrence of loans pursuant to such New Commitments, if
different) by notice (a "New Commitment Notice") to the Administrative Agent before the date of the effectiveness of the respective New Commitment
(each, a "New Commitment Effective Date") and upon the following terms and conditions: 



     (i) on
or prior to each New Commitment Effective Date, each Lender (which may be an existing Lender or a new Lender) furnishing a New Commitment shall have executed and
delivered to the Administrative Agent an Assumption Agreement in the form of Annex I attached to this Second Amendment with respect to the New
Commitments of such Lender (each, an "Assumption Agreement"),
appropriately completed to the reasonable satisfaction of the Administrative Agent (and with such modifications as may be approved by the Administrative Agent); 


    (ii) the
consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) shall be required with respect to each Lender which furnishes
one or more New Commitments and the assumption of such New Commitments shall otherwise be made in compliance with the relevant requirements expressed in Section 13.04(b) of the Credit Agreement
with respect to assignments (including, without limitation, (x) the requirement that the respective entity assuming any New Commitments be an Eligible Transferee, (y) compliance with the
minimum amounts provided in Section 13.04(b) and (z) the requirement that the Administrative Agent receive (unless otherwise agreed by it) the fees provided in said
Section 13.04(b)), provided that the consent of the Administrative Agent shall not be so required if the respective Lender which furnishes one or
more New Commitments shall be (A) an existing Lender under the Credit Agreement, (B) the parent company and/or any affiliate of an existing Lender under the Credit Agreement which is at
least 50% owned by such existing Lender under the Credit Agreement or its parent company or (C) any fund that invests in bank loans and is managed or advised by the same investment advisor of
an existing Lender under the Credit Agreement or by an Affiliate of such investment advisor; 


    (iii) based
on the information contained in the respective Assumption Agreement, and consistent with the requirements set forth above, on each New Commitment Effective
Date, Schedule I to the Credit Agreement shall be deemed amended, modified or supplemented accordingly; 


    (iv) each
Lender furnishing a New Commitment shall, on the Samas OS Business Acquisition Date (but only if same occurs on or prior to the New Commitment Termination
Date), subject to the satisfaction of the conditions precedent set forth in Sections 6C and 6D of the Credit Agreement, make (consistent with the manner provided in Section 1.01 of the Credit
Agreement) Tranche A Dollar Term Loans (in the amount of its New Tranche A Dollar Term Loan Commitment), Tranche A Euro Term Loans (in the amount of its New Tranche A Euro Term Loan Commitment),
Tranche B Dollar Term Loans (in the amount of its New Tranche B Dollar Term Loan Commitment) and/or Tranche B Euro Term Loans (in the amount of its Tranche B Euro Term Loan Commitment), as
appropriate, to the Borrower, provided that (w) the Tranche A Dollar Term Loans made by each Lender on any date shall be allocated proportionally
to each Borrowing of Tranche A Dollar Term Loans then outstanding (based on the relative aggregate principal amounts of each such Borrowing) and shall bear interest at the same rates as are applicable
thereto, (x) the Tranche A Euro Term Loans made by each Lender on any date shall be allocated proportionally to each Borrowing of Tranche A Euro Term Loans then outstanding (based upon relative
aggregate principal amount of each such Borrowing) and shall bear interest at the same rates as are applicable thereto, (y) the Tranche B Dollar Term Loans made by each Lender on any date shall
be allocated proportionally to each Borrowing of Tranche B Dollar Term Loans then outstanding (based upon the relative aggregate principal amounts of each such 




  
Borrowing) and shall bear interest at the same rates as are applicable thereto and (z) the Tranche B Euro Term Loans made by each Lender on any date shall be allocated proportionally to each
Borrowing of Tranche B Euro Term Loans then outstanding (based upon the relative aggregate
principal amounts of each such Borrowing) and shall bear interest at the same rates as are applicable thereto, provided further, to the extent the
amount so added pursuant to the immediately preceding proviso to any Borrowing is in respect of a Borrowing of Euro Rate Loans with an Interest Period which began prior to, and ends after, the date of
the making of the respective Loans, the Borrower and the respective Lenders may agree, as between themselves, for the payment of any amounts to the respective Lenders to compensate them for extending
the various Loans pursuant to the New Commitments during an existing Interest Period; 


    (v) on
or prior to each date upon which any Loans are made pursuant to any New Commitments, but subject to the provisions of Section 1.05(l) of the Credit
Agreement, the Borrower shall execute and deliver to each Lender furnishing (w) a New Tranche A Dollar Term Loan Commitment, a Tranche A Dollar Term Note payable to the order of such Lender in
a stated amount equal to the new Tranche A Dollar Term Loan being made by such Lender on such date (in each case appropriately completed), (x) a New Tranche A Euro Term Loan Commitment, a
Tranche A Euro Term Note payable to the order of such Lender in a stated amount equal to the new Tranche A Euro Term Loan being made by such Lender on such date (in each case appropriately completed),
(y) a New Tranche B Dollar Term Loan Commitment, a Tranche B Dollar Term Note payable to the order of such Lender in a stated amount equal to the new Tranche B Dollar Term Loan being made by
such Lender on such date (in each case appropriately completed) and (z) a New Tranche B Euro Term Loan Commitment, a Tranche B Euro Term Note payable to the order of such Lender in a stated
amount equal to the new Tranche B Euro Term Loan being made by such Lender on such date (in each case appropriately completed); and 


    (vi) notwithstanding
anything to the contrary contained in the Credit Agreement, on each date upon which any Loans are made pursuant to any New Commitments,
(w) the Tranche A Dollar Scheduled Repayments as otherwise then in effect shall be modified (and the provisions of Section 4.02(b)(i) of the Existing Credit Agreement shall be
deemed modified) to increase the Tranche A Dollar Scheduled Repayments as theretofore in effect on a pro rata basis (based upon the relative amounts of
such Tranche A Dollar Scheduled Repayments) by an aggregate amount equal to the aggregate principal amount of Tranche A Dollar Term Loans extended on such date pursuant to the New Tranche A Dollar
Term Loan Commitments, (x) the Tranche A Euro Scheduled Repayments as otherwise then in effect shall be modified (and the provisions of Section 4.02(b)(ii) of the Existing Credit
Agreement shall be deemed modified) to increase the Tranche A Euro Scheduled Repayments as theretofore in effect on a pro rata basis (based upon the
relative amounts of such Tranche A Euro Scheduled Repayments) by an aggregate amount equal to the aggregate principal amount of Tranche A Euro Term Loans extended on such date pursuant to the New
Tranche A Euro Term Loan Commitments, (y) the Tranche B Dollar Scheduled Repayments as otherwise then in effect shall be modified (and the provisions of Section 4.02(b)(iii) of
the Existing Credit Agreement shall be deemed modified) to increase the Tranche B Dollar Scheduled Repayments as theretofore in effect on a pro rata  basis (based upon the relative amounts of such
Tranche B Dollar Scheduled Repayments) by an aggregate amount equal to the aggregate principal amount of Tranche B Dollar Term
Loans extended on such date pursuant to the New Tranche B Dollar Term Loan Commitments and (z) the Tranche B Euro Scheduled Repayments as otherwise then in effect shall be modified (and the
provisions of Section 4.02(b)(iv) of the Existing Credit Agreement shall be deemed modified) to increase the Tranche B Euro Scheduled Repayments as theretofore in effect on a  pro rata basis
(based upon the relative amounts of such Tranche B Euro Scheduled Repayments) by an aggregate amount equal to the aggregate principal
amount of Tranche B Euro Term Loans extended on such date pursuant to the New Tranche B Euro Term Loan Commitments. 




 




Notwithstanding
anything to the contrary contained above or elsewhere in this Second Amendment, it is acknowledged and agreed that no Lender shall be required to provide any New Commitment, except to
the extent agreed in writing by such Lender with the Borrower (with each Lender being entitled in its sole discretion not to furnish any New Commitment). For purposes of this Part I,
"New Commitment Termination Date" shall mean the first to occur of (x) the date of the consummation of the Samas OS Business Acquisition (after
giving effect thereto) or (y) April 30, 2001, provided, however, in the event that on April 30, 2001, the consummation of the Samas
OS Business Acquisition has not occurred and all conditions precedent to such consummation of the Samas OS Business Acquisition as set forth in the Samas OS Business Acquisition Documents shall be
capable of being satisfied to the satisfaction of the Administrative Agent (without giving effect to any waiver thereto except with the consent of the Administrative Agent) other than such conditions
precedent relating to the receipt of any and all required governmental and regulatory consents and court orders, then the "April 30, 2001" date first referenced above in this clause (y)
shall be extended until the earlier to occur of (i) June 29, 2001 and (ii) the date occurring 10 Business Days subsequent to the date on which any and all such required
governmental and regulatory consents and court orders shall have been obtained. 


    2.  (a)  Notwithstanding
anything to the contrary contained elsewhere in this Second Amendment, the Lenders acknowledge and agree that, at any time prior
to the New Commitment Termination Date, the Borrower (but only if required to do so by the lender or lenders providing all or any relevant portion of the E357 million of
financing contemplated by preceding Section 1 of Part I and with the consent of the Administrative Agent) shall have the right to require from time to time that all or any portion of the
New Commitments described in Section 1 of Part I be structured not as an increase to one or more of the existing Tranches of Term Loans as provided therein but instead be structured as
one or more new tranches of term loans under the Credit Agreement (as so restructured, collectively, the "New Tranche Commitments"),  provided that
(i) the aggregate amount of such New Tranche Commitments, when added to the aggregate amount of New Commitments which remain
structured as contemplated in Section 1 of Part I, shall not exceed in aggregate amount E357 million (in the case of amounts expressed in Dollars taking the Euro
Equivalent thereof on the date of the consummation of the Samas OS Business Acquisition or, at the option of the Borrower, on the date of the incurrence of loans pursuant to such New Commitments, if
different), (ii) the term loans incurred by the Borrower with respect to such New Tranche Commitments shall not have a Weighted Average Life to Maturity that is less than the Weighted Average
Life to Maturity of the Tranche A Term Loans or a final maturity earlier than the Tranche A Term Loan Maturity Date, (iii) the interest rates applicable to such New Tranche Commitments shall be
market rates of interest as agreed by the Borrower with the respective lender or lenders thereof, (iv) the term loans incurred by the Borrower with respect to such New Tranche Commitments shall
be guaranteed and secured, in each case equally and ratably with and on the same basis as (and shall otherwise be entitled to all guaranties, security, pledges, collateral, deeds, mortgages,
assignments, charges, privileges, powers, rights and other benefits afforded to) the Tranche A Term Loans and the Tranche B Term Loans under the Credit Agreement and the other Credit Documents and
(v) the term loans incurred by the Borrower with respect to such New Tranche Commitments shall share equally and ratably with and on the same basis as the Tranche A Term Loans and the Tranche B
Term Loans with respect to any and all voluntary prepayments and mandatory repayments of Term Loans under the Credit Agreement. In the event of any provision of New Tranche Commitments as contemplated
above, Annex I attached to this Second Amendment shall be amended, modified or supplemented accordingly to provide for such New Tranche
Commitments and for the term loans to be furnished pursuant thereto. 


    (b) In
addition to the matters set forth in immediately preceding clause (a), and notwithstanding anything to the contrary contained elsewhere in this Second
Amendment, the Lenders acknowledge and agree that, at any time prior to the New Commitment Termination Date, the Borrower (but only if agreed to by the lender or lenders providing the
Pre-Closing Funded Term Loans described below and with the consent of the Administrative Agent) shall have the right to incur term loans to be made 




  
available to it with respect to the New Commitments described in Section 1 of Part I (as same may be adjusted pursuant to preceding Section 2(a)) at any time or from time to time
prior to the New Commitment Termination Date (such term loans collectively referred to herein as the "Pre-Closing Funded Term Loans"),  provided that
(i) the aggregate amount of such Pre-Closing Funded Term Loans shall not exceed an aggregate principal amount of
E50 million (in the case of amounts expressed in Dollars taking the Euro Equivalent thereof on the respective date of the incurrence by the Borrower of the
Pre-Closing Funded Term Loans) and (ii) the proceeds of such Pre-Closing Funded Term Loans shall be promptly applied by the Borrower in accordance with the terms of the
Credit Agreement to repay any outstanding Revolving Loans and/or Swingline Loans (it being understood and agreed that in no event shall the Borrower be required to prepay such Pre-Closing
Funded Term Loans (other than as otherwise required pursuant to the terms of the Credit Agreement), whether prior to, on or after the New Commitment Termination Date and irrespective of whether or not
the Samas OS Business Acquisition is consummated). In the event that Pre-Closing Funded Term Loans are made, same shall be made in accordance with the requirements of preceding
Section 1 of this Part I, provided that (i) such Pre-Closing Funded Term Loans shall be extended prior to the
occurrence to the Samas OS Business Acquisition Date, (ii) such Pre-Closing Funded Term Loans may be extended in an amount or amounts which are less than the New Commitments of the
respective lenders (although the aggregate amount of Pre-Closing Funded Term Loans shall be limited to the amounts set forth above in this clause (b) and the aggregate amount of
loans extended pursuant to the New Commitments shall be limited to the amount set forth in Section 1 of Part I of this Second Amendment), (iii) the conditions precedent specified
in Sections 6D.05 and 6D.08 of the Credit Agreement shall not be required to be satisfied at the time of the making of such Pre-Closing Funded Term Loans and (iv) the other
conditions precedent specified in Section 6D of the Credit Agreement shall not be required to be satisfied to the extent same require, or are based upon, the consummation of the Samas OS
Business Acquisition (although all other conditions set forth in Section 6C and 6D of the Credit Agreement shall be required to be satisfied unless, in the case of conditions precedent
specified in Section 6D of the Credit Agreement, same are waived by the respective lender or lenders then making the Pre-Closing Funded Term Loans). 


    (c) In
connection with the matters described in preceding clauses (a) and (b), the Lenders hereby authorize and instruct the Administrative Agent to enter into,
on their behalf, such amendments and modifications to the Credit Agreement and the other Credit Documents, in each case in form reasonably satisfactory to the Administrative Agent, as is deemed
reasonably necessary or desirable by the Administrative Agent to effect such matters described in preceding clauses (a) and (b), provided that
the Administrative Agent shall have the right, but not the obligation, to circulate from time to time to the Lenders any such amendments and/or modifications to the Credit Agreement and the other
Credit Documents, whereupon the Lenders shall (and the Lenders hereby agree to), subject only to the prior receipt by the respective Lenders of the Consent Fee (as defined below), promptly execute and
deliver each such amendment or modification, as the case may be, to the Credit Agreement and the other Credit Documents. The Lenders acknowledge and agree that, notwithstanding anything to the
contrary
contained in the Credit Agreement or any other Credit Document, amendments or modifications to the Credit Agreement or any other Credit Document which are required to be executed and delivered by the
Required Lenders or the Required Secured Creditors, as the case may be, may be executed and delivered on their behalf by the Administrative Agent, in each case so long as the consent of the Required
Lenders or the Required Secured Creditors, as the case may be, has been obtained thereto (it being understood and agreed that this Second Amendment provides all necessary authorizations, consents and
instructions to the amendments and modifications to the Credit Agreement and the other Credit Documents described above). 




  II.  Amendments and Modifications to, and Agreements with Respect to, the Credit Agreement Permitting the Samas OS Business Acquisition.  


    1.  Notwithstanding
anything to the contrary contained in the Credit Agreement or elsewhere in any Credit Document, the Parent may acquire the Samas OS Business
pursuant to the Samas OS Business Acquisition, such Samas OS Business Acquisition to be consummated (x) directly by the Parent (but only if consented to in advance by the Administrative Agent)
or (y) indirectly by the Parent through one or more of its direct or indirect Wholly-Owned Foreign Subsidiaries (other than Buhrmann Europcenter N.V.), each of which shall be a Subsidiary
Guarantor at the time of the consummation of the Samas OS Business Acquisition, provided that one or more direct or indirect Wholly-Owned Foreign
Subsidiaries of the Parent which are not Subsidiary Guarantors and are not organized under the laws of any Qualified Jurisdiction shall be permitted, at the election of the Parent, to acquire Equity
Interests in direct or indirect Subsidiaries of Samas being acquired pursuant to the Samas OS Business Acquisition which (i) are organized under the laws of any Non-Qualified
Jurisdiction and (ii) do not, directly or indirectly, hold any Equity Interest in any other Subsidiary of Samas which is being acquired pursuant to the Samas OS Business Acquisition and is
organized under the laws of any Qualified Jurisdiction, so long as the following conditions are satisfied: 



     (i) the
Parent and/or the Borrower, as the case may be, shall have received cash in an amount equal to at least E357 million (taking the Euro
Equivalent of any amounts expressed in other currencies as of the date of the consummation of the Samas OS Business Acquisition or, at the option of the Borrower, on the date of the incurrence of
loans pursuant to the New Commitments, if different) from Term Loans made pursuant to New Commitments (as defined in this Second Amendment) and/or from the issuance after December 31, 2000 of
shares of Parent Common Stock; 


    (ii) the
aggregate consideration payable with respect to the Samas OS Business Acquisition shall not exceed E320 million (subject to certain
adjustments thereto in accordance with the express terms of the Samas OS Business Acquisition Agreement, not resulting, in any event, in an aggregate increase of more than
E10 million to such aggregate consideration); 


    (iii) the
Samas OS Business shall be acquired free of Indebtedness (except for such Indebtedness, if any, as may be satisfactory to the Administrative Agent in its sole
discretion) and Preferred Stock; and 


    (iv) the
Samas OS Business shall be acquired in all material respects in accordance with the Samas OS Business Acquisition Agreement and the other Samas OS Business
Acquisition Documents. 




III. Other Amendments and Modifications to the Credit Agreement.  


    1.  On
and after the Second Amendment Effective Date (as defined below), Section 3.01 of the Credit Agreement is hereby amended by adding the following new
clause (h) immediately at the end thereof: 



    "(h) The
Parent and the Borrower agree to pay to BTCo such other fees as have been, or may be, agreed to in writing by the Parent or the Borrower and BTCo with respect
to the New Commitments and/or the Loans made or to be made pursuant thereto." 




    2.  On
and after the Second Amendment Effective Date, Section 4.02(c) of the Credit Agreement is hereby amended by inserting the following phrase immediately
after the phrase "(other than" appearing therein: 



"(w)
up to E200 million of cash proceeds received by the Parent from one or more issuances of Parent Common Stock after the Second Amendment Effective Date,". 




 




    3.  On
and after the Second Amendment Effective Date, Section 6 of the Credit Agreement shall be amended by deleting the last paragraph thereof in its entirety
and by inserting the following new text immediately after Section 6C.02 thereof: 



    "SECTION
6D.  Special Conditions to Incurrence of Term Loans Pursuant to New Commitments.  The obligation
of each Lender with a New Commitment to make Term Loans available pursuant thereto is subject, at the time of the respective such Credit Event, to the satisfaction of the following conditions: 


    SECTION
6D.01  Execution of Second Amendment; Notes.  On or prior to the respective New Term Loan
Borrowing Date, (i) the Second Amendment Effective Date shall have occurred and (ii) there shall have been delivered to the Administrative Agent for the account of each Lender then
extending term loans pursuant to any New Commitment that requested same, the appropriate Note or Notes in the amount, maturity and as otherwise provided herein and in the Second Amendment. 



    6D.02  Officer's Certificate.  On the respective New Term Loan Borrowing Date, the Administrative Agent
shall have received a certificate from the Parent, dated such date and signed on behalf of the Parent by the Chairman of the Board, the President, the Chief Financial Officer, the Treasurer or any
Vice President of the Parent, certifying that all of the conditions in Sections 6C.01 and 6D have been satisfied on such date (although such certification shall not be required to the extent that any
determination to be made under any such Section is to be made by the Administrative Agent or any Lender). 


    6D.03  Opinions of Counsel.  On the respective New Term Loan Borrowing Date, the Administrative Agent
shall have received (A)(i) from Pillsbury Winthrop LLP, special U.S. counsel to the Credit Parties, an opinion addressed to each Agent, the Collateral Agent and each of the Lenders and dated
the respective New Term Loan Borrowing Date, (ii) from Allen & Overy, special Dutch counsel to the Credit Parties, an opinion addressed to each Agent, the Collateral Agent and each of
the Lenders and dated the respective New Term Loan Borrowing Date and (iii) from one or more of the internal counsel of the Parent and/or its Subsidiaries as are reasonably acceptable to the
Administrative Agent, one or more opinions addressed to each Agent, the Collateral Agent and each of the Lenders and dated the respective New Term Loan Borrowing Date, each of which opinions delivered
pursuant to preceding clauses (i) through (iii), inclusive, shall cover such matters as may be reasonably requested by the Administrative Agent with respect to the transactions (or any
component thereof) or matters contemplated by the Second Amendment or otherwise referred to therein and shall be in form and substance reasonably satisfactory to the Administrative Agent, and
(B) such updated opinions from local counsel to the Credit Parties as may have been requested by the Administrative Agent, each of which opinions shall (x) be addressed to each Agent,
the Collateral Agent and each of the Lenders and be dated the respective New Term Loan Borrowing Date and (y) be in form, scope and substance reasonably satisfactory to the Administrative
Agent. 


    6D.04  Corporate Documents; Proceedings; etc.  All Company and legal proceedings and all instruments and
agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents and Samas OS Business Acquisition Documents shall be reasonably satisfactory in form and
substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of Company proceedings, governmental
approvals, good standing certificates and bring-down telegrams or facsimiles, if any, which the Administrative Agent may have reasonably requested in connection therewith, such documents
and papers where appropriate to be certified by proper Company or governmental authorities. 




  
    6D.05  Consummation of the Samas OS Business Acquisition.  (a) The Samas OS Business Acquisition
shall have been consummated in all material respects in accordance with the Samas OS Business Acquisition Documents and all applicable laws. Without limiting the foregoing, the Samas OS Business shall
have been acquired in compliance with the terms and conditions set forth in Section 1 of Part II of the Second Amendment. Furthermore, (x) the Administrative Agent shall have
received true and correct copies of all Samas OS Business Acquisition Documents, certified as such by appropriate officer of the Parent, (y) all Samas OS Business Acquisition Documents, and all
terms and conditions thereof, shall be in form and substance reasonably satisfactory to the Administrative Agent and (z) all Samas OS Business Acquisition Documents shall be in full force and
effect. Each of the conditions precedent to the consummation of the Samas OS Business Acquisition as set forth in the Samas OS Business Acquisition Documents shall have been satisfied in all material
respects and not waived, except with the consent of the Administrative Agent, to the reasonable satisfaction of the Administrative Agent. 


    (b) The
Administrative Agent shall have received evidence, in form, scope and substance reasonably satisfactory to it, that the matters set forth in this
Section 6D.05 have been satisfied. 


    6D.06  Adverse Change; Governmental Approvals; etc.  (a) On the respective New Term Loan Borrowing
Date, nothing shall have occurred since December 31, 1999 (or, with respect to the Samas OS Business, March 31, 2000) (and none of the Agents or the Lenders shall have become aware of
any facts, conditions or other information not previously known) which any Agent or the Required Lenders or the Majority New Term Loan Lenders shall reasonably determine has had or could reasonably be
likely to have (A) a material adverse effect on the Samas OS Business Acquisition or the rights or remedies of the Agents or the Lenders, or the ability of the Credit Parties to perform their
respective obligations to the Agents and the Lenders or (B) a Material Adverse Effect or (C) a material adverse condition or material adverse change in or effect upon the business,
property, operations, results of operations, assets, liabilities, condition (financial or otherwise) or prospects of the Samas OS Business. 


    (b) All
necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the Samas OS Business Acquisition and the other
transactions contemplated by the Credit Documents and the Samas OS Business Acquisition Documents and otherwise referred to herein or therein shall have been obtained and remain in full force and
effect, and all applicable waiting periods with respect thereto shall have expired without any action being taken by any competent authority which, in the judgment of any Agent or the Required Lenders
or the Majority New Term Loan Lenders, restrains, prevents or imposes materially adverse conditions upon the consummation of the Samas OS Business Acquisition or the other transactions contemplated by
the Credit Documents and the Samas OS Business Acquisition Documents or otherwise referred to herein or therein. Without limiting the foregoing, all necessary governmental (domestic and foreign),
regulatory and third party approvals and/or consents in connection with any Indebtedness which is to remain outstanding after the respective New Term Loan Borrowing Date and, if the Samas OS Business
Acquisition has been or is then being consummated, the consummation of the Samas OS Business Acquisition shall have been obtained and remain in full force and effect. Additionally, there shall not
exist any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint
pending or notified prohibiting or imposing materially adverse conditions upon the Samas OS Business Acquisition or the other transactions contemplated by the Samas OS Business Acquisition Documents
or otherwise referred to herein or therein. 


    6D.07  Litigation.  On the respective New Term Loan Borrowing Date, no litigation by any entity (private
or governmental) shall be pending or, to the best knowledge of the Parent, threatened with respect to (i) the Samas OS Business Acquisition or any documentation executed in connection therewith
(including any Credit Document) or the transactions contemplated thereby 




  
or (ii) which any Agent or the Required Lenders or the Majority New Term Loan Lenders shall reasonably determine could reasonably be likely to have (x) a material adverse effect on the
Samas OS Business Acquisition or on the rights or remedies of any Agent or the Lenders, or on the ability of the Credit Parties to perform their respective obligations hereunder to the Agents and the
Lenders or (y) a Material Adverse Effect or (z) a material adverse condition or material adverse change in or effect upon the business, property, operations, results of operations,
assets, liabilities, condition (financial or otherwise) or prospects of the Samas OS Business. 


    6D.08  Updated Schedules.  The Parent shall have delivered to the Administrative Agent updated  Schedules 5.15B, 5.19 and 7.15
to this Agreement, in each case as of the respective New Term Loan
Borrowing Date and after giving effect to the consummation of the Samas OS Business Acquisition, which updated Schedules shall be certified true and correct by an appropriate officer of the Parent (it
being understood and agreed that, in preparing such updated Schedules, the Parent shall be permitted to give effect to any and all liquidations, sales, mergers and/or consolidations with respect to
the Samas OS Business reasonably expected by the Parent to be effected on or prior to the date which is six months after the consummation of the Samas OS Business Acquisition). 


    6D.09  Equal and Ratable Security; Mortgage Amendments; etc.  (a) On the respective New Term Loan
Borrowing Date, each Credit Party shall have duly authorized, executed and delivered any and all agreements, documents or instruments as may be necessary or desirable under local law (as advised by
local counsel) and taken all other actions to ensure that the principal of and interest on and any other amount, liability, indemnity, fee or other obligation owing (whether pursuant to the terms of
this Agreement or any other Credit Document or otherwise) with respect to any Notes issued by, and any Loans made to, the Borrower as contemplated by the Second Amendment shall be guaranteed and
secured, in each case equally and ratably with and on the same basis as (and shall otherwise be entitled to all guaranties, security, pledges, collateral, deeds, mortgages, assignments, charges,
privileges, powers, rights and other benefits afforded to) any and all Notes issued by, and any Loans made to, the Borrower from time to time under the Credit Agreement (and, in connection with the
foregoing, each Credit Party shall have taken any and all actions as reasonably requested by the Administrative Agent or the Collateral Agent). 


    (b) Without
limiting the foregoing, on the respective New Term Loan Borrowing Date, the Collateral Agent shall have received fully executed counterparts of amendments
(collectively, the "U.S. Mortgage Amendments"), in form and substance satisfactory to the Collateral Agent, to each of the Mortgages relating to any
U.S. Mortgaged Property (the "U.S. Mortgages"), together with evidence that counterparts of each of such U.S. Mortgage Amendments has been delivered to
the title company insuring the Lien on the existing U.S. Mortgages for recording in all places to the extent necessary or desirable, in the judgment of the Collateral Agent, to effectively maintain a
valid and enforceable first priority mortgage lien on the respective U.S. Mortgaged Properties in favor of the Collateral Agent for the benefit of the Secured Creditors and the Collateral Agent shall
have received endorsements to the existing U.S. Mortgage Policies assuring the Collateral Agent that each U.S. Mortgage, after effect to the receptive U.S. Mortgage Amendment, is a valid and
enforceable first priority mortgage lien on the respective U.S. Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances. 



    6D.10  Financial Statements; Pro Forma Financial Statements; Projections.  On or prior to the respective
New Term Loan Borrowing Date, there shall have been delivered to the Administrative Agent and the Lenders (i) a pro forma balance sheet of the
Parent and its Subsidiaries after giving effect to the Samas OS Business Acquisition, and the related cash flow statement, as well as pro forma  financial statements of the Parent and its Subsidiaries
giving effect to the Samas OS Business Acquisition, for periods satisfactory to the Administrative Agent and
(ii) projections of the Parent and its Subsidiaries after giving effect to the Buhrmann OS Business Acquisition, in 




  
each case for periods, and in form, satisfactory to the Administrative Agent, and the Borrower shall have represented and warranted, on the respective New Term Loan Borrowing Date, as to the accuracy
in all material respects of the pro forma financial statements described above and to the effect that it believes the projections described above are
reasonable and attainable. Furthermore, the projections described above shall not contain, or reflect, any material adverse change from the financial model last furnished to the Lenders by the Parent
on or prior to January 19, 2001. 


    6D.11  Solvency Certificate.  On or prior to the respective New Term Loan Borrowing Date, the
Administrative Agent shall have received a solvency certificate addressed to the Agents and each of the Lenders and dated the respective New Term Loan Borrowing Date from the Chief Financial Officer
of the Parent, which solvency certificate shall be in the form of Exhibit L (appropriately completed, but modified to the satisfaction of the
Administrative Agent to give effect to the consummation of the Samas OS Business Acquisition and the financing therefor) expressing opinions of value and other appropriate factual information
regarding the solvency of the Parent and its Subsidiaries (on a consolidated basis) and the Borrower and its Subsidiaries (on a consolidated basis), in each case after giving effect to the Samas OS
Business Acquisition and the incurrence of all financings contemplated herein. 


    6D.12  Fees, etc.  On the respective New Term Loan Borrowing Date, the Parent and the Borrower shall have
paid to the Agents and the Lenders all costs, fees and expenses (including, without limitation, legal fees and expenses) payable to the Agents and the Lenders to the extent then due. 


    The
acceptance of the benefits of each Credit Event shall constitute a representation and warranty by the Borrower to the Administrative Agent and each of the Lenders that all the
conditions specified in Section 5 (with respect to Credit Events on the Initial Borrowing Date), Section 6A (with respect to the Credit Event specifically described in
Section 6A), Section 6B (with respect to the Credit Events specifically described in Section 6B), Section 6C (with respect to all Credit Events on or after the Initial
Borrowing Date) and Section 6D (with respect to Credit Events on the respective New Term Loan Borrowing Date) and applicable to such Credit Event exist as of that time. All of the Notes,
certificates, legal opinions and other documents and papers referred to in Section 5 and in Sections 6A, 6B, 6C and 6D, unless otherwise specified, shall be delivered to the Administrative
Agent at the Notice Office for the account of each of the Lenders and, except for the Notes, in sufficient counterparts or copies for each of the Lenders and shall, unless otherwise specified, be in
form, scope and substance reasonably satisfactory to (x) in the case of Term Loans to be extended on any New Term Loan Borrowing Date, the Administrative Agent and the Majority New Term Loan
Lenders or (y) in the case of all other Credit Events, the Administrative Agent and the Required Lenders." 




    4.  On
and after the Second Amendment Effective Date, Section 7.08(a) of the Credit Agreement shall be amended by inserting the following new clause immediately
at the end thereof: 



"and
(z) all proceeds of Term Loans made on each New Term Loan Borrowing Date shall be used to pay amounts owing in connection with the Samas OS Business Acquisition and to provide amounts
reasonably expected to be used by the Parent and its Subsidiaries to pay fees, costs and expenses and restructuring charges which shall become due and payable in connection therewith or as a result
thereof, provided that all proceeds of any Pre-Closing Funded Term Loans (as defined in the Second Amendment) shall instead be used to repay
any outstanding Revolving Loans and/or Swingline Loans and, to the extent in excess of the aggregate outstanding principal amount thereof, such proceeds may be used by the Borrower for its general
corporate and working capital purposes (including any subsequent funding of the Samas OS Business Acquisition)." 




 




    5.  On
and after the Second Amendment Effective Date, Section 8.01 of the Credit Agreement shall be amended by inserting the following new clause at the end
thereof: 



    "(p)  Updated Schedules.  Promptly after the date which is six months after the consummation of the Samas
OS Business Acquisition, the Parent shall deliver to the Administrative Agent final updated Schedules 5.15B, 5.19 and 7.15  to this Agreement, in each case
as of the expiration of such six-month period, and after giving effect to the consummation of the Samas OS Business Acquisition and
any and all liquidations, sales, mergers and/or consolidations with respect to the Samas OS Business actually effected prior to the expiration of such six-month period, which final updated
Schedules shall be certified true and correct by an appropriate officer of the Parent." 




    6.  On
and after the Second Amendment Effective Date, Section 8.15 of the Credit Agreement shall be amended by inserting the following new clause at the end
thereof: 



    "(k)
Notwithstanding anything to the contrary contained above, no Subsidiary of the Parent established in connection with, or acquired pursuant to, the Samas OS Business Acquisition
shall be required to comply (to the extent that such Subsidiary would otherwise be required to comply) with the requirements of this Section 8.15 until the date occurring six months after the
consummation of the Samas OS Business Acquisition (or, if earlier, any date upon which any material assets of the Parent or any of its Subsidiaries (excluding Subsidiaries established in connection
with, or acquired pursuant to, the Samas OS Business Acquisition) are transferred to such Subsidiary) and in connection therewith, each Credit Agreement Party agrees to take, and to cause its
Subsidiaries to take, any and all actions (including, without limitation, the merger of any such Subsidiary of the Parent with and into a Subsidiary Guarantor (as designated by the Parent in its sole
discretion) organized under the laws of the jurisdiction where such Subsidiary of the Parent is organized, with such Subsidiary Guarantor being the survivor of such merger) as requested from time to
time by the Administrative Agent or the Collateral Agent to ensure that each such Credit Agreement Party and each such Subsidiary of the Parent shall have the authority, power and ability, free of any
limitations (legal or otherwise) to the maximum extent permissible under applicable law, to comply with the requirements of this Section 8.15 upon the expiration of such six-month
period referred to above." 




    7.  On
and after the Second Amendment Effective Date, Section 9.05(iii) of the Credit Agreement shall be amended by inserting "(x)" at the beginning
thereof and inserting the following new subclause at the end thereof: 



"and
(y) in addition to any loans or advances made pursuant to immediately preceding clause (x), at all times after the consummation of the Samas OS Business Acquisition, the Parent may
make (or allow to remain outstanding) loans and advances in the ordinary course of business to the employees of the Samas OS Business so long as the aggregate principal amount at any time outstanding
(determined without regard to any write-downs or write-offs of such loans and advances) of all such loans and advances outstanding to such employees shall not exceed $5,000,000." 




    8.  On
and after the Second Amendment Effective Date, Section 9.17(b) of the Credit Agreement shall be amended by deleting the same in its entirety and inserting
in lieu thereof the following: 



    "(b)
In addition to Subsidiaries of the Parent created pursuant to preceding clause (a), the Parent and its Subsidiaries may establish, acquire or create, and make Investments
in, Non-Wholly Owned Subsidiaries after the Initial Borrowing Date as a result of any Permitted Acquisition (subject to the limitations contained in the definition thereof) and Investments
expressly permitted to be made pursuant to Section 9.05, provided that (x) each such Non-Wholly Owned Subsidiary shall not
have been wholly-owned, directly or indirectly, immediately prior to the consummation of 










  



the
respective Permitted Acquisition, (y) all Equity Interests in each such Non-Wholly Owned Subsidiary shall be pledged by the Credit Parties which own same to the extent required
by the respective Pledge Agreements and (z) any actions required to be taken pursuant to Section 8.15 in connection with the establishment, acquisition or creation of, or Investments in,
the respective Subsidiaries are taken in accordance with the requirements of said Section 8.15." 




    9.  On
and after the Second Amendment Effective Date, the definition of "$50 Million Permitted Acquisition" appearing in Section 11 of the Credit Agreement shall
be amended by adding the following new sentence immediately at the end thereof: 



"Notwithstanding
anything to the contrary contained above, if the Samas OS Business Acquisition is effected in accordance with the requirements of the Second Amendment, same shall be deemed to
constitute a $50 Million Permitted Acquisition, consummated on the Samas OS Business Acquisition Date, for all purposes of this Agreement." 




    10. On
and after the Second Amendment Effective Date, the definition of "Permitted Acquired Debt" appearing in Section 11 of the Credit Agreement shall be
amended by adding the following new sentence immediately at the end thereof: 



"Notwithstanding
anything to the contrary contained above, any existing funded Indebtedness of the Samas OS Business acquired by the Parent or any of its Subsidiaries in connection with the Samas OS
Business Acquisition effected in accordance with the requirements of Section 1 of Part II of the Second Amendment shall be deemed to constitute Permitted Acquired Debt acquired on the
Samas OS Business Acquisition Date, for all purposes of this Agreement." 




    11. On
and after the Second Amendment Effective Date, the definition of "Permitted Acquisition" appearing in Section 11 of the Credit Agreement shall be amended
by adding the following new sentence immediately at the end thereof: 



"Notwithstanding
anything to the contrary contained above, if the Samas OS Business Acquisition is effected in accordance with the requirements of the Second Amendment, same shall be deemed to
constitute a Permitted Acquisition, consummated on the Samas OS Business Acquisition Date, for all purposes of this Agreement (it being understood and agreed, for the avoidance of doubt, that the
aggregate consideration paid for the Samas OS Business Acquisition shall not apply to reduce any basket amount for subsequent Permitted Acquisitions set forth in Section 9.02(xvii))." 




    12. On
and after the Second Amendment Effective Date, the definition of "Permitted Acquisition Related Capital Expenditures" contained in Section 11 of the
Credit Agreement shall be amended by adding the following new sentence immediately at the end thereof: 



"Notwithstanding
anything to the contrary contained above, no Permitted Acquisition Related Capital Expenditures shall be permitted, or justified, in connection with the Samas OS Business
Acquisition." 




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



    "Majority New Term Loan Lenders" shall mean those Lenders with New Commitments which represent at least a majority of the aggregate
amount of New Commitments actually furnished. 


    "New Commitments" shall mean the New Commitments under, and as defined in, the Second Amendment. 



    "New Term Loan Borrowing Date" shall mean each date of the incurrence of any Term Loans pursuant to the New Commitments. 




  
    "Samas" shall mean Samas-Groep N.V., a public limited liability company (naamloze
vennootschap) organized under the laws of The Netherlands. 


    "Samas OS Business" shall mean the office supplies business of Samas, as more fully described in the Samas OS Business Acquisition
Agreement. 


    "Samas OS Business Acquisition" shall mean the acquisition of the Samas OS Business in accordance with the requirements of the Second
Amendment and the terms and conditions of the Samas OS Business Acquisition Documents. 


    "Samas OS Business Acquisition Agreement" shall mean the acquisition agreement to be entered into in form and substance reasonably
satisfactory to the Administrative Agent relating to the Samas OS Business Acquisition (as the same may be amended, modified or supplemented from time to time with the prior consent of the
Administrative Agent). 


    "Samas OS Business Acquisition Date" shall mean the date of the consummation of the Samas OS Business Acquisition. 


    "Samas OS Business Acquisition Documents" shall mean the Samas OS Business Acquisition Agreement and all other agreements, documents or
instruments entered into or delivered in connection with the Samas OS Business Acquisition. 


    "Second Amendment" shall mean the Second Amendment to this Agreement, dated as of January 26, 2001. 



    "Second Amendment Effective Date" shall be the date upon which the Second Amendment shall have become effective in accordance with its
terms. 




IV. Modifications to Agreement with Respect to Permitted Receivables Transaction Authorized by the Lenders Pursuant to the First Amendment to Credit Agreement.  


    1.  It
is acknowledged that, pursuant to the terms and subject to the conditions set forth in the First Amendment to Credit Agreement, dated as of August 4,
2000, the Lenders have agreed that 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 to the First Amendment to Credit Agreement (the
"Lender-Authorized Receivables Transaction"). Notwithstanding anything to the contrary set forth in the First Amendment to Credit Agreement (including  Annex I thereto), the Lenders hereby agree that the Parent (but only if agreed to by the Administrative Agent) shall have the right (the
"Restructuring Right") at any time and from time to time during the period commencing on the Second Amendment Effective Date through December 28,
2001 (including any extensions thereto as provided below, the "Restructuring Period") to restructure, in whole or in part, such Lender-Authorized
Receivables Transaction as an asset-backed commercial paper program in lieu of as an asset-backed medium term notes program, provided that (i) at
no time during the Restructuring Period shall the aggregate amount outstanding pursuant to such asset-backed commercial paper program exceed E500 million and (ii) at no
time during the Restructuring Period shall the aggregate amount outstanding pursuant to such asset-backed commercial paper program, when added to the aggregate amount outstanding pursuant to such
asset-backed medium term notes program, exceed E800 million as set forth in Annex I to the First Amendment to Credit Agreement
(it being understood and agreed, however, that at all times after the expiration of the Restructuring
Period (unless same shall have been extended upon request of the Parent and with the consent of the Administrative Agent), the Parent shall no longer have the Restructuring Right described above and
the Lender-Authorized Receivables Transaction shall be required to be in compliance with the terms and conditions set forth in the First Amendment to Credit Agreement (including  Annex I thereto) without
giving effect to any modifications or other changes thereto permitted pursuant to this Section 1 of Part IV). 





  V.  Acknowledgment with Respect to Various Credit Documents.  


    1.  For
avoidance of doubt, each Credit Party hereby acknowledges and confirms its due authorization, execution and delivery of all Credit Documents (each Credit
Document as amended, modified or supplemented through and including the date hereof), including all instruments, financing statements, agreements, certificates and documents executed and delivered in
connection therewith, and hereby ratifies all actions heretofore taken in connection therewith. 


    2.  Each
Credit Party, by its execution and delivery of a copy of this Second Amendment, hereby consents to the extensions of credit pursuant to the Credit Agreement
(including, without limitation, as amended by this Second Amendment). Each Credit Party further acknowledges and agrees to the provisions of this Second Amendment and hereby agrees for the benefit of
the Lenders that all extensions of credit (including as contemplated by this Second Amendment) pursuant to the Credit Agreement (including, without limitation, as amended by this Second Amendment, and
as same may be further amended, modified or supplemented from time to time) shall be fully entitled to all benefits of, and shall be fully guaranteed and secured pursuant to and in accordance with the
terms of, each of the Credit Documents, as applicable. 


VI. Miscellaneous.  


    1.  In
order to induce the Lenders to enter into this Second 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 Second Amendment
Effective Date and after giving effect to this Second 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) and
(ii) there exists no Default or Event of Default on the Second Amendment Effective Date after giving effect to this Second Amendment. 


    2.  In
order to induce the Lenders to enter into this Second Amendment, each of the Parent and the Borrower hereby represents and warrants, on each New Term Loan
Borrowing Date, that (x) the pro forma financial statements furnished pursuant to Section 6D.10 are true and correct in all material
respects (reflecting on a pro forma basis the information required to be covered thereby) and (y) it believes that the projections furnished
pursuant to Section 6D.10 are, on the respective New Term Loan Borrowing Date, reasonable and attainable. 


    3.  This
Second 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. 


    4.  This
Second 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. 


    5.  THIS SECOND 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.


    6.  This
Second Amendment shall become effective on the date (the "Second 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 Second Amendment and the agreements contained herein shall be binding on the successors and assigns of the parties hereto. 


    7.  From
and after the Second 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, modified or supplemented hereby. 


    8.  The
Borrower hereby covenants and agrees that, so long as the Second 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 Second Amendment Effective Date or (y) 12:00 p.m. (New York
time) on January 26, 2001 (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 (the "Consent Fee") in
an amount equal to 6.5 basis points (0.065%) 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 Second 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 Second Amendment as of the date first above written. 



	

BUHRMANN N.V.	
 	

BUHRMANN US INC.
	

By:	
 	

/s/ G. DEAN   
 Name:

Title:	
 	

By:	
 	

/s/ G. DEAN   
 Name:

Title:
	

By:	
 	

/s/ C. BANGMA   
 Name:

Title:	
 	

By:	
 	

/s/ C. BANGMA   
 Name:



Title:
	

BANKERS TRUST COMPANY,

Individually and as Administrative Agent	
 	

DEUTSCHE BANK SECURITIES INC.,

as Lead Arranger and Sole Book Manager
	

By:	
 	

/s/ SUSAN L LE FEVRE   
 Name:

Title:	
 	

By:	
 	

/s/ S C MAY   
 Name:

Title:
	

BNP PARIBAS (successor in interest to Paribas),

Individually and as Syndication Agent	
 	

ABN AMRO BANK N.V.,

Individually and as Documentation Agent
	

By:	
 	

/s/ ERIC TOIZER   
 Name:

Title:	
 	

By:	
 	

/s/ FLD NIVARO   
 Name:

Title:
	

By:	
 	

/s/ LEE S. BUCKNER   
 Name:

Title:	
 	

By:	
 	

/s/ CJF LANICREOF   
 Name:

Title:
	

AERIES FINANCE-II LIMITED	
 	

AIMCO CDO SERIES 2000-A
	

By:	
 	

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

By:	
 	

/s/ ROBERT B. BODETT   
 Name:

Title:
	

By:	
 	

/s/ GREGORY STOECKLE   
 Name:

Title:	
 	

By:	
 	

/s/ DAVID WALSH   
 Name:

Title:





	

ALLSTATE LIFE INSURANCE COMPANY	
 	

ARCHIMEDES FUNDING II, LTD.
	

By:	
 	

/s/ ROBERT B. BODETT   
 Name:

Title:	
 	

By:	
 	

ING Capital Advisors LLC, as Collateral Manager
	

By:	
 	

/s/ DAVID WALSH   
 Name:

Title:	
 	

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.	
 	

ARES IV CLO, LTD.
	

By:	
 	

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

By:	
 	

ARES CLO Management IV, L.P., as Investment Manager
	

By:	
 	

/s/ DAVID A. SACHS   
 Name:

Title:	
 	

By:	
 	

ARES CLO GP IV, LLC

its Investment Manager
	 	 	 	 	By:	 	/s/ DAVID A. SACHS   
 Name:

Title:
	

AVALON CAPITAL LTD.	
 	

AVALON CAPITAL LTD. 2
	

By:	
 	

INVESCO Senior Secured Management, Inc., as Portfolio Advisor	
 	

By:	
 	

INVESCO Senior Secured Management, Inc., as Portfolio Advisor
	

By:	
 	

/s/ GREGORY STOECKLE   
 Name:

Title:	
 	

By:	
 	

/s/ GREGORY STOECKLE   
 Name:

Title:
	

THE BANK OF NEW YORK	
 	

BANK OF MONTREAL
	

By:	
 	

/s/ ROBERT BESSER   
 Name:

Title:	
 	

By:	
 	

/s/ SLATER   
 Name:

Title:





	

BANK POLSKA KASA OPIEKI SA, NEW YORK BRANCH	
 	

 	
 	

 
	

By:	
 	

/s/ WILLIAM REYNOLDS   
 Name:

Title:	
 	

 	
 	

 
	

BANQUE WORMS CAPITAL CORPORATION	
 	

BARCLAYS BANK PLC
	

By:	
 	

/s/ D. PICON   
 Name:

Title:	
 	

By:	
 	

/s/ VIKK VAN DER LINDE   
 Name:

Title:
	

BATTERSON PARK CBO I	
 	

BATTERY PARK CDO, LIMITED
	

By:	
 	

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

By:	
 	

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

By:	
 	

/s/ PATRICK M. MACARY   
 Name:

Title:	
 	

By:	
 	

/s/ RICHARD STEWART   
 Name:

Title:
	

BAY VIEW FINANCIAL CORPORATION	
 	

BLACKROCK FINANCIAL MANAGEMENT/ BLACKROCK SENIOR LOAN FUND
	

By:	
 	

/s/ SEAN SPRING   
 Name:

Title:	
 	

By:	
 	

/s/ M WILLIAMS   
 Name:

Title:
	

BLACKROCK TITANIUM CBO I LIMITED	
 	

BRANT POINT II CBO 2000-1 LTD.
	

By:	
 	

/s/ M WILLIAMS   
 Name:

Title:	
 	

By:	
 	

Sankaty Advisors, Inc. as Collateral Manager
	

 	
 	

 	
 	

By:	
 	

/s/ DIANE EXETER   
 Name:

Title:
	

CAPTIVA FINANCE LTD.	
 	

CARLYLE HIGH YIELD PARTNERS, L.P.
	

By:	
 	

/s/ DAVID DYER   
 Name:

Title:	
 	

By:	
 	

/s/ LINDA M. PACE   
 Name:

Title:
	

CARLYLE HIGH YIELD PARTNERS II, LTD.	
 	

CARLYLE HIGH YIELD PARTNERS III, LTD.
	

By:	
 	

/s/ LINDA M. PACE   
 Name:

Title:	
 	

By:	
 	

/s/ LINDA M. PACE   
 Name:

Title:





	

CENTURION CDO II, LTD.	
 	

CERES FINANCE LTD.
	

By:	
 	

/s/ STEVEN B. STAVER   
 Name:

Title:	
 	

By:	
 	

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

 	
 	

 	
 	

By:	
 	

/s/ GREGORY STOECKLE   
 Name:

Title:
	

CHARTER VIEW PORTFOLIO	
 	

CHINATRUST COMMERCIAL BANK, LTD., NEW YORK BRANCH
	

By:	
 	

INVESCO Senior Secured Management, Inc., as Investment Advisor	
 	

By:	
 	

/s/ JERRY D. LI   
 Name:

Title:
	

By:	
 	

/s/ GREGORY STOECKLE   
 Name:

Title:	
 	

 	
 	

 
	

CITIBANK, N.A.	
 	

CLYDESDALE CBO I, LTD.
	

By:	
 	

/s/ AUKE LEENSTRUM   
 Name:

Title:	
 	

By:	
 	

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

By:	
 	

/s/ MARTIN DAVY 

/s/ MAURA K. CONNOR   
 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:





	

AXA Investment Managers for and on behalf of CONCERTO I B.V.	
 	

COOPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A.
	

By:	
 	

/s/ JOCELYNE RALLO   
 Name:

Title:	
 	

By:	
 	

/s/ C. DE VRIES   
 Name:

Title:
	

By:	
 	

/s/ JEAN-PIERRE LEONI   
 Name:

Title:	
 	

By:	
 	

/s/ H E VAN IMHOFF   
 Name:

Title:
	

CREDITANSTALT AG	
 	

CREDIT INDUSTRIEL ET COMMERCIAL
	

By:	
 	

/s/ GERMOT HESCHI   
 Name:

Title:	
 	

By:	
 	

/s/ ARNAUD DE GROMARD   
 Name:

Title:
	

By:	
 	

/s/ THOMAS KLENNER   
 Name:

Title:	
 	

By:	
 	

/s/ ALAIN POULET   
 Name:

Title:
	

CYPRESSTREE INVESTMENT FUND, LLC	
 	

CYPRESSTREE INVESTMENT PARTNERS I, LTD.
	

By:	
 	

CypressTree Investment Management Company, Inc., its Managing Member	
 	

By:	
 	

CypressTree Investment Management Company, Inc., as Portfolio Manager
	

By:	
 	

/s/ JONATHAN D. SHARKEY   
 Name:

Title:	
 	

By:	
 	

/s/ JONATHAN SHARKEY   
 Name:

Title:
	

CYPRESSTREE INVESTMENT PARTNERS II, LTD.	
 	

CYPRESSTREE SENIOR FLOATING RATE FUND
	

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 INVESTMENT MANAGEMENT COMPANY, INC.	
 	

DEBT STRATEGIES FUND, INC.
	

As:	
 	

Attorney-in-Fact and on behalf of First Allmerica Life Insurance Company as Portfolio Manager	
 	

By:	
 	

/s/ ANTHONY HEYMAN   
 Name:

Title:
	

By:	
 	

/s/ JONATHAN D. SHARKEY   
 Name:

Title:	
 	

 	
 	

 






	

DEBT STRATEGIES FUND II, INC.	
 	

DANSKE BANK A/S
	

By:	
 	

/s/ ANTHONY HAYMAN   
 Name:

Title:	
 	

By:	
 	

/s/ PETER HUGHES   
 Name:

Title:
	

 	
 	

 	
 	

By:	
 	

/s/ ROGER LIPPOLD   
 Name:

Title:
	

DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES	
 	

EATON VANCE INSTITUTIONAL SENIOR LOAN
	

By:	
 	

/s/ GERD LENGFELD   
 Name:

Title:	
 	

By:	
 	

Eaton Vance Management, as Investment Advisor
	

By:	
 	

/s/ MARCELO BURONE   
 Name:

Title:	
 	

By:	
 	

/s/ PAYSON F. 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.	
 	

EMERALD ORCHARD LIMITED
	

By:	
 	

/s/ ANN E. MORRIS   
 Name:

Title:	
 	

By:	
 	

/s/ SUSAN K. STRONG   
 Name:

Title:
	

EUROCREDIT CDO 1 B.V.	
 	

EUROCREDIT CDO 11 B.V.
	

By:	
 	

/s/ SARA HALBARD   
 Name:

Title:	
 	

By:	
 	

/s/ SARA HALBARD   
 Name:

Title:
	

By:	
 	

 Name:

Title:	
 	

 	
 	

 
	

FC-CBO IV LIMITED	
 	

FIRST DOMINION FUNDING I
	

By:	
 	

/s/ DAVID WATER   
 Name:

Title:	
 	

By:	
 	

/s/ ANDREW H. MARSHAK   
 Name:

Title:






	

FIRST DOMINION FUNDING III	
 	

FIRST UNION NATIONAL BANK
	

By:	
 	

/s/ ANDREW H. MARSHAK   
 Name:

Title:	
 	

By:	
 	

/s/ CHARLES B. EDMONDSON   
 Name:

Title:
	

Citibank N.A. as Additional Investment Manager for and on behalf of

FIVE FINANCE CORPORATION	
 	

FLEET NATIONAL BANK
	

By:	
 	

 Name:

Title:	
 	

By:	
 	

 Name:

Title:
	

By:	
 	

 Name:

Title:	
 	

 	
 	

 
	

FLOATING RATE PORTFOLIO	
 	

FORTIS CAPITAL CORPORATION
	

By:	
 	

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

By:	
 	

/s/ EUGENE OLIVA /S/ COLM KELLY   
 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:
	

MIZUHO BANK NETHERLAND N.V.	
 	

GALAXY CLO 1999-1, LTD.
	

By:	
 	

/s/ TOYOJI KONDO   
 Name:

Title:	
 	

By:	
 	

SAI Investment Advisor, Inc., as Collateral Manager
	

By:	
 	

/s/ TETSUO KAMATSU   
 Name:

Title:	
 	

By:	
 	

/s/ THOMAS G. BRANDT   
 Name:

Title:
	

GENERAL ELECTRIC CAPITAL CORPORATION	
 	

GLENEAGLES TRADING LLC
	

By:	
 	

/s/ W. JEROME MCDERMOTT   
 Name:

Title:	
 	

By:	
 	

/s/ ANN E. MORRIS   
 Name:

Title:





	

GOLDMAN SACHS CREDIT PARTNERS L.P.	
 	

GREAT POINT CLO 1999-1 LTD
	

By:	
 	

/s/ DAN ALLEN   
 Name:

Title:	
 	

By:	
 	

Sankaty Advisors, Inc. as Collateral Manager
	

 	
 	

 	
 	

By:	
 	

/s/ DIANE EXETER   
 Name:

Title:
	

HARBOURVIEW CDO II, LTD.	
 	

HELLER FINANCIAL INC.
	

By:	
 	

 Name:

Title:	
 	

By:	
 	

/s/ DAVID R. CAMPBELL   
 Name:

Title:
	

HIGHLAND LEGACY LIMITED	
 	

IKB DEUTSCHE INDUSTRIEBANK AG, LUXEMBOURG BRANCH
	

By:	
 	

Highland Capital Management, L.P. as Collateral Manager	
 	

By:	
 	

/s/ DR. FRANK SCHAUM   
 Name:

Title:
	

By:	
 	

/s/ TODD TRAVERS   
 Name:

Title:	
 	

By:	
 	

/s/ MANFRED ZIWEY   
 Name:

Title:
	

INCOME STRATEGIES PORTFOLIO	
 	

ING BANK N.V.
	

By:	
 	

 Name:

Title:	
 	

By:	
 	

/s/ F. F. BOUMANS   
 Name:

Title:
	

 	
 	

 	
 	

By:	
 	

 Name:

Title:
	

INVESCO CBO 2000-1 LTD	
 	

THE ING CAPITAL SENIOR SECURED HIGH INCOME FUND HOLDINGS, LTD.
	

By:	
 	

INVESCO Senior Secured Management, Inc., as Portfolio Advisor	
 	

By:	
 	

ING Capital Advisors LLC, as Investment Manager
	

By:	
 	

/s/ GREGORY STOECKLE   
 Name:

Title:	
 	

By:	
 	

/s/ ANY GRENIER   
 Name:

Title:






	

JHW CASH FLOW FUND I GP, L.P.	
 	

KATONAH I, LTD.
	

By:	
 	

/s/ MICHAEL B DEFLORIO   
 Name:

Title:	
 	

By:	
 	

/s/ JOYCE C. DELUCCA   
 Name:

Title:
	

KZH CYPRESSTREE-1 LLC	
 	

KZH HIGHLAND-2 LLC
	

By:	
 	

/s/ KIMBERLY ROWE   
 Name:

Title:	
 	

By:	
 	

/s/ KIMBERLY ROWE   
 Name:

Title:
	

KZH ING-1 LLC	
 	

KZH ING-2 LLC
	

By:	
 	

/s/ KIMBERLY ROWE   
 Name:

Title:	
 	

By:	
 	

/s/ KIMBERLY ROWE   
 Name:

Title:
	

KZH ING-3 LLC	
 	

KZH STERLING LLC
	

By:	
 	

/s/ KIMBERLEY ROWE   
 Name:

Title:	
 	

By:	
 	

/s/ KIMBERLY ROWE   
 Name:

Title:
	

KZH WATERSIDE LLC	
 	

LANDESBANK RHEINLAND-PFALZ GIROZENTRALE
	

By:	
 	

/s/ KIMBERLY ROWE   
 Name:

Title:	
 	

By:	
 	

/s/ KUHN   
 Name:

Title:
	

 	
 	

 	
 	

By:	
 	

/s/ ROBERT WAGNER   
 Name:

Title:
	

LLOYDS TSB BANK PLC	
 	

LONGHORN CDO (CAYMAN) LTD.
	

By:	
 	

/s/ MARTIN JOHN WRIGHT   
 Name:

Title:	
 	

By:	
 	

Merrill Lynch Investment Managers, L.P., as Investment Advisor
	

 	
 	

 	
 	

By:	
 	

/s/ ANTHONY HEYMAN   
 Name:

Title:





	

MAGNETITE-CBO II	
 	

MAPLEWOOD (CAYMAN) LIMITED
	

By:	
 	

/s/ M WILLIAMS   
 Name:

Title:	
 	

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:
	

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY	
 	

MERRILL LYNCH GLOBAL INVESTMENT SERIES: BANK LOAN INCOME PORTFOLIO
	

By:	
 	

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

By:	
 	

Merrill Lynch Investment Managers, L.P., as Investment Advisor
	

By:	
 	

/s/ WALTER T. DWYER   
 Name:

Title:	
 	

By:	
 	

/s/ ANTHONY HEYMAN   
 Name:

Title:
	

MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO	
 	

MERRILL LYNCH PRIME RATE PORTFOLIO
	

By:	
 	

Merrill Lynch Investment Managers, L.P., as Investment Advisor	
 	

By:	
 	

Merrill Lynch Investment Managers, L.P., as Investment Advisor
	

By:	
 	

/s/ ANTHONY HEYMAN   
 Name:

Title:	
 	

By:	
 	

/s/ ANTHONY HEYMAN   
 Name:

Title:
	

MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.	
 	

ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.
	

By:	
 	

/s/ ANTHONY HEYMAN   
 Name:

Title:	
 	

By:	
 	

Pilgrim Investments, Inc., as Investment Manager
	

 	
 	

 	
 	

By:	
 	

/s/ MICHEL PRINCE   
 Name:

Title:






	

ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.	
 	

ML CLO XX 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:
	

MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST	
 	

NATEXIS BANQUE BFCE
	

By:	
 	

/s/ SHEILA A. FINNERTY   
 Name:

Title:	
 	

By:	
 	

/s/ PIETER J. VAN TULDER   
 Name:

Title:
	

 	
 	

 	
 	

By:	
 	

/s/ CHRISTINE DIRRINGER   
 Name:

Title:
	

NATIONAL CITY BANK	
 	

NEMEAN CLO, LTD.
	

By:	
 	

/s/ JOHN PLATER   
 Name:

Title:	
 	

By:	
 	

ING Capital Advisors LLC, as Investment Manager
	

 	
 	

 	
 	

By:	
 	

/s/ AMY GRENIER   
 Name:

Title:
	

NIB CAPITAL BANK N.V.	
 	

NOMURA BOND AND LOAN FUND
	

By:	
 	

/s/ TIM CROSSLEY   
 Name:

Title:	
 	

By:	
 	

The Toyo Trust & Banking Co., Ltd., as Trustee
	

By:	
 	

/s/ SCHURLAW   
 Name:

Title:	
 	

By:	
 	

Nomura Corporate Research and Asset Management, Inc., as Attorney in Fact
	

 	
 	

 	
 	

By:	
 	

/s/ RICHARD W. STEWART   
 Name:

Title:






	

NORTH AMERICAN SENIOR FLOATING RATE FUND	
 	

OCTAGON INVESTMENT PARTNERS II, LLC
	

By:	
 	

CypressTree Investment Management Company, Inc., as Portfolio Manager	
 	

By:	
 	

Octagon Credit Investors, LLC, as sub- investment manager
	

By:	
 	

/s/ JONATHAN D. SHARKEY   
 Name:

Title:	
 	

By:	
 	

/s/ MICHAEL B. NECHAMKIN   
 Name:

Title:
	

OCTAGON INVESTMENT PARTNERS III, LTD.	
 	

OPPENHEIMER SENIOR FLOATING RATE FUND
	

By:	
 	

Octagon Credit Investors, LLC as Portfolio Manager	
 	

By:	
 	

 Name:

Title:
	

By:	
 	

/s/ MICHAEL B. NECHAMKIN   
 Name:

Title:	
 	

 	
 	

 
	

ORIX BUSINESS CREDIT INC.	
 	

OSPREY INVESTMENTS PORTFOLIO
	

By:	
 	

/s/ MICHAEL J. COX   
 Name:

Title:	
 	

By:	
 	

Citibank, N.A., as Manager
	

 	
 	

 	
 	

By:	
 	

/s/ MAURA K. CONNOR   
 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/ ELLEN J. WATTS   
 Name:

Title:
	

 	
 	

 	
 	

By:	
 	

/s/ JAMES C. FIFIELD   
 Name:

Title:
	

PROSPECT INTERNATIONAL DEBT STRATEGY FUND	
 	

PROVIDENT CAPITAL CORPORATION
	

By:	
 	

/s/ PRESTON I. CARNES, JR   
 Name:

Title:	
 	

By:	
 	

/s/ BEN S. MILLER   
 Name:

Title:
	

PROVIDENT CBO, I LIMITED	
 	

THE PRUDENTIAL ASSURANCE COMPANY LIMITED
	

By:	
 	

Provident Investment Management, LLC as Collateral Manager	
 	

By:	
 	

/s/ GUIN ATKINS   
 Name:

Title:
	

By:	
 	

/s/ BEN S. MILLER   
 Name:

Title:	
 	

By:	
 	

 Name:

Title:
	

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA	
 	

RABOBANK NEDERLAND
	

By:	
 	

/s/ B. ROSS SMEAD   
 Name:

Title:	
 	

By:	
 	

 Name:

Title:
	

RAIFFEISEN ZENTRALBANK OSTERREICH AG	
 	

SANKATY HIGH YIELD PARTNERS II, LP
	

By:	
 	

/s/ ASTRID GOBALD   
 Name:

Title:	
 	

By:	
 	

/s/ DIANE J. EXETER   
 Name:

Title:
	

By:	
 	

/s/ PETER BAZIL   
 Name:

Title:	
 	

 	
 	

 





	

SCOTIABANK EUROPE PLC	
 	

SENIOR DEBT PORTFOLIO
	

By:	
 	

/s/ J. A. FLEXER   
 Name:

Title:	
 	

By:	
 	

Boston Management and Research, as Investment Advisor
	

 	
 	

 	
 	

By:	
 	

/s/ PAYSON F. SWAFFIELD   
 Name:

Title:
	

SEQUILS—ING I (HBDGM), LTD.	
 	

SIMSBURY CLO, LIMITED
	

By:	
 	

ING Capital Advisors LLC, as Collateral Manager	
 	

By:	
 	

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

By:	
 	

/s/ AMY GRENIER   
 Name:

Title:	
 	

By:	
 	

/s/ WALTER T. DWYER   
 Name:

Title:
	

SRV—HIGHLAND, INC.	
 	

STANFIELD CLO, LTD.
	

By:	
 	

/s/ ANN E. MORRIS   
 Name:

Title:	
 	

By:	
 	

Stanfield Capital Partners LLC, as Collateral Manager
	

 	
 	

 	
 	

By:	
 	

/s/ CHRISTOPHER A. BONDY   
 Name:

Title:
	

STANFIELD RMF/TRANSATLANTIC CDO, LTD.	
 	

STRATEGIC MANAGED LOAN PORTFOLIO
	

By:	
 	

Stanfield Capital Partners LLC, as Collateral Manager	
 	

By:	
 	

Citibank, N.A., as Manager
	

By:	
 	

/s/ GREGORY L. SMITH   
 Name:

Title:	
 	

By:	
 	

/s/ MAURA K. CONNOR   
 Name:

Title:
	

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

SUTTER CBO 1999-1 LTD
	

By:	
 	

/s/ STEPHEN A. STRATICO   
 Name:

Title:	
 	

By:	
 	

/s/ DEAN ADANSI   
 Name:

Title:





	

SWISS LIFE US RAINBOW LIMITED	
 	

TALCOTT NOTCH CBO I
	

By:	
 	

ING Capital Advisors LLC, as Investment Manager	
 	

By:	
 	

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

By:	
 	

/s/ AMY GRENIER   
 Name:

Title:	
 	

By:	
 	

/s/ PATRICK M. MACARY   
 Name:

Title:
	

THERMOPYLAE FUNDING CORP.	
 	

TORONTO DOMINION BANK EUROPE LIMITED
	

By:	
 	

/s/ FRANK B. BILOTTA   
 Name:

Title:	
 	

By:	
 	

/s/ T W BULL   
 Name:

Title:
	

TRANSAMERICA BUSINESS CREDIT CORPORATION	
 	

TYLER TRADING, INC.
	

By:	
 	

/s/ STEPHEN K. GOETSCHIUS   
 Name:

Title	
 	

By:	
 	

/s/ JOHNNY E. GRAVES   
 Name:

Title:
	

UNICREDITO ITALIANO	
 	

U.S. BANK NATIONAL ASSOCIATION
	

By:	
 	

/s/ LIE FI   
 Name:

Title:	
 	

By:	
 	

/s/ WESLEY BEZEPATON   
 Name:

Title:
	

By:	
 	

/s/ SAIYED A. ABBES   
 Name:

Title:	
 	

 	
 	

 
	

WELLS FARGO BANK, N.A.	
 	

WINDSOR LOAN FUNDING, LIMITED
	

By:	
 	

/s/ S. MICHEL ST. GEME   
 Name:

Title:	
 	

By:	
 	

Stanfield Capital Partners LLC, as its Investment Manager
	

 	
 	

 	
 	

By:	
 	

/s/ CHRISTOPHER E. JANSEN   
 Name:

Title:





	

WHITNEY CASH FLOW FUND II GP, L.P.	
 	

SANKATY ADVISORS, INC.
	

By:	
 	

/s/ MICHAEL B DEFLAGIO   
 Name:

Title:	
 	

as Collateral Manager for BRANT POINT II CBO 2000-1, LTD., as Term Lender
	

 	
 	

 	
 	

By:	
 	

/s/ DIANE J. EXETER   
 Name:

Title:
	

SANKATY ADVISORS, INC.	
 	

 	
 	

 
	

as Collateral Manager for GREAT POINT II CBO 1999-1, LTD., as Term Lender	
 	

 	
 	

 
	

By:	
 	

/s/ DIANE J. EXETER   
 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 Finbelco 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 Nederland B.V.)

Corporate Express Beverwijk B.V.

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

DocVision B.V.

Jonkers International B.V.

KNP Nederland B.V.

KNP Nederland (Holding) B.V.

Papiermaatschappij Amsterdam-West B.V.

Proost en Brandt B.V.

Repro Copiers Nederland B.V.

Rhosili Amsterdam C.V.

Papiergroothandel v/h Riem & Honig B.V.

Riem en Honig Beheer B.V.

Store Office Paper B.V.

Tetterode-Nederland 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: 


Buhrmann
Beteiligungen Deutschland GmbH

Buhrmann Holding GmbH & Co. KG

Buhrmann Holding Verwaltungs GmbH

Corporate Express GmbH (f/k/a Keller Büromatic GmbH)

Corporate Express GmbH (f/k/a Büroeinrichtungshaus Röth GmbH)

Corporate Express (Deutschland) GmbH

Corporate Express Deutschland GmbH (f/k/a Buhrmann Office Products Deutschland GmbH)

Corporate Express Deutschland GmbH & Co. Vertriebs KG (f/k/a Buhrmann Office Products GbmH & Co. Vertriebs KG)

Corporate Express Verwaltungs GmbH (f/k/a Buhrmann Office Products Verwaltungs GbmH)

Deutsche Papier Grundstücks GmbH & Co. KG

Deutsche Papier Holding GmbH

Deutsche Papier Vertriebs GmbH

Erich Ortloff GmbH & Co. KG

FSMA Verwaltungs-und Beteiligungs GmbH

Joseph Fröhlen Papiergrosshandlung — Willi Reddemann Import Export GmbH

Reese 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.

BTOP USA Corp.

BTOPI Holding (U.S.)

Buhrmann Swaps, 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/ HEIDI VAN DER KOOIJ   
 Name:

Title:

On Behalf of each of the above Subsidiary Guarantors	 	 	 	 












ANNEX I  


 
 

FORM OF ASSUMPTION AGREEMENT    
  


Date:                        


    Reference
is made to the Credit Agreement described in Item 2 of Annex A hereto (as such Credit Agreement may hereafter be amended,
modified or supplemented from time to time, the "Credit Agreement"). Unless defined in Annex A hereto,
terms defined in the Credit Agreement are used herein as therein defined. 


    Each
of Buhrmann N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands, with
official seat in Maastricht, The Netherlands (the "Parent"), and Buhrmann U.S. Inc., a Delaware corporation (the
"Borrower" and, together with the Parent, collectively, the "Buhrmann Entities") and            
(the "New Lender") hereby agree as follows: 


    1.  In
accordance with the terms of the Credit Agreement (and the Second Amendment thereto), the New Lender hereby acknowledges and agrees that it hereby makes a New
Tranche A Dollar Term Loan Commitment (as defined in the Second Amendment), a New Tranche A Euro Term Loan Commitment (as defined in the Second Amendment), a New Tranche B Dollar Term Loan Commitment
(as defined in the Second Amendment) and/or a New Tranche B Euro Term Loan Commitment (as defined in the Second Amendment), in each case in the respective amount or amounts specified in Item 4 of  Annex A hereto. The New Lender further agrees to make Term Loans (which shall constitute New Tranche A Dollar Term Loans, New Tranche A Dollar Euro
Loans, New Tranche B Dollar Term Loans and/or New Tranche B Euro Term Loans, in accordance with the respective Tranches of the New Commitments) pursuant to its New Commitments (as defined in the
Second Amendment) in accordance with the requirements of the Credit Agreement and the Second Amendment. 


    2.  The
New Lender acknowledges and agrees that no Agent and no other Lender (i) makes any representation or warranty or assumes any responsibility with respect
to the financial condition of the Buhrmann Entities or any of their Subsidiaries or the performance or observance by the Buhrmann Entities or any of their Subsidiaries of any of their respective
obligations under the Credit Agreement or the other Credit Documents to which they are a party or any other instrument or document furnished pursuant thereto or (ii) makes any representation or
warranty or assumes any responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the other Credit Documents or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or the other Credit Documents or any other instrument or document furnished pursuant thereto. 


    3.  The
New Lender (i) confirms that it has received a copy of the Credit Agreement, the Second Amendment and the other Credit Documents, together with copies of
the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assumption Agreement;
(ii) agrees that it will, independently and without reliance upon the Administrative Agents or any other Lender and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) confirms that it is (I) an existing Lender under the Credit Agreement,
(II) the parent company and/or any affiliate of an existing Lender under the Credit Agreement which is at least 50% owned by an existing Lender under the Credit Agreement or its parent company,
(III) any fund that invests in bank loans and is managed or advised by the same investment advisor of an existing Lender under the Credit Agreement or by an Affiliate of such investment advisor
or (IV) an Eligible Transferee as defined in the Credit Agreement; (iv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its
behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agents and the Collateral Agent, by the terms thereof, together with
such powers as are reasonably incidental thereto; [and] (v) agrees that it will 




  
perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender; [and
(vi) to the extent legally entitled to do so, attaches the forms described in Section 13.04(b) of the Credit Agreement.]1 




	(1)
	Include
if the New Lender is organized under the laws of a jurisdiction outside of the United States. 



    4.  Following
the execution of this Assumption Agreement by the Buhrmann Entities and the New Lender, an executed original hereof (together with all attachments) will
be delivered to the Administrative Agent. The effective date of this Assumption Agreement shall be the date of execution hereof by the Buhrmann Entities and the New Lender [, the receipt
of the consent of the
Administrative Agent,]2 [the receipt by the Administrative Agent of the administrative fee referred to in Section 13.04(b) of the Credit
Agreement]3 and the recordation of the assignment effected hereby on the Register by the Administrative Agent as provided in Section 13.17 of the Credit Agreement, or
such later date, if any, which may be specified in Item 5 of Annex A hereto (the "New Commitment Effective
Date"). 




	(2)
	Include
if required.



	(3)
	Include
unless waived by the Administrative Agent. 



    5.  Upon
the delivery of a fully executed original hereof to the Administrative Agent, as of the New Commitment Effective Date, the New Lender shall be a party to the
Credit Agreement and, to the extent provided in this Assumption Agreement, have the rights and obligations of a Lender thereunder and under the other Credit Documents. 


    6.  It
is agreed that the New Lender shall be entitled to interest on the Loans made by it, in each case at the rates specified in the Credit Agreement, for periods
after such extensions of credit are made by such New Lender pursuant to this Assumption Agreement and the terms of the Credit Agreement. 


    7.  THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




  
    IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Assumption Agreement, as of the date first above written, such execution
also being made on Annex A hereto. 



	 	 	BUHRMANN, N.V.
	

 	
 	

By:	
 	


	 	 	 	 	Name:
	 	 	 	 	Title:
	

 	
 	

BUHRMANN US INC., a Delaware corporation
	

 	
 	

By:	
 	


	 	 	 	 	Name:
	 	 	 	 	Title:
	

 	
 	

[NAME OF NEW LENDER], as a New Lender
	

 	
 	

By:	
 	


	 	 	 	 	Name:
	 	 	 	 	Title:





	[Acknowledged and Agreed as of                        ,
            :
	

BANKERS TRUST COMPANY,

  as Administrative Agent	
 	

 
	

By:	
 	

	
 	

 
	 	 	Name:	 	 
	 	 	Title:]4	 	 






	(4)
	Include
if required. 









ANNEX A  


 
 

ANNEX A FOR ASSUMPTION AGREEMENT    
  


	1.
	Borrower:
Buhrmann US Inc.



	2.
	Name
and Date of Credit Agreement: 



Credit
Agreement, dated as of October 26, 1999, among Buhrmann N.V. (f/k/a N.V. Koninkliijke KNP BT, with official seat in Maastricht, The Netherlands) (the
"Parent"), Buhrmann US Inc., a Delaware corporation (the "Borrower"), the various Lenders from
time to time party thereto, Deutsche Bank Securities Inc., as lead arranger and sole book manager, Paribas, as syndication agent, ABN AMRO Bank, N.V., as documentation agent, and Bankers Trust
Company, as Administrative Agent, as amended, modified or supplemented to the date hereof. 



	3.
	Date
of Assumption Agreement:                    .



	4.
	Amounts
of Term Loans as of date of item #3 above (other extensions of credit, including pursuant to the Revolving Loan Commitments, may also be outstanding under the Credit
Agreement): 






	 
	 	 
	 	Tranche A

Dollar Term

Loans
	 	Tranche A Euro

Term Loans
	 	Tranche B

Dollar Term

Loans
	 	Tranche B

Euro Term

Loans

	i.	 	Aggregate Outstanding Principal Amount for all Lenders (before giving effect to New Commitments):	 	$	 	 	E	 	 	$	 	 	E	 
	ii.	 	New Commitment of New Lender:	 	$	 	 	E	 	 	$	 	 	E	 





	5.
	New
Commitment Effective Date:                    .



	6.
	Notice
with respect to New Lender: 





____________________________________

____________________________________

____________________________________

____________________________________

Attention:

Telephone:

Telecopier:

Reference: 





	7.
	Payment
Instructions with respect to New Lender: 





____________________________________

____________________________________

____________________________________

____________________________________

Attention:

Reference: 




 





	Accepted and Agreed:	 	 	 	 
	

[NAME OF NEW LENDER]	
 	

BUHRMANN, N.V.
	

By:	
 	

	
 	

By:	
 	


	 	 	Name:	 	 	 	Name:
	 	 	Title:	 	 	 	Title:
	

 	
 	

 	
 	

BUHRMANN US INC., a Delaware corporation
	

 	
 	

 	
 	

By:	
 	


	 	 	 	 	 	 	Name:
	 	 	 	 	 	 	Title:














QuickLinks


SECOND AMENDMENT TO CREDIT AGREEMENT


FORM OF ASSUMPTION AGREEMENT


ANNEX A FOR ASSUMPTION AGREEMENT