**Exhibit 4.18**

 

**US Contribution Agreement**

 

**THISAGREEMENT,** dated as of September 28,2001, as amended and restated on July 18, 2002, is made

 

**Between:**

 

**(1)****                                 CORPORATE EXPRESS OFFICE PRODUCTS, INC.**,a Delaware corporation having its principal place of business at1 Environmental Way, Broomfield, Colorado 80021-3416 (***CorporateExpress***or an ***Initial US Originator***);

 

**(2)****                                 CORPORATE EXPRESS OF TEXAS, INC.**, aDelaware corporation having its principal place of business at1 Environmental Way, Broomfield, Colorado 80021-3416 (an ***Initial US Originator*** and, together with CorporateExpress, the ***InitialUS Originators***);

 

**(3)****                                 BUHRMANN SILVER US LLC**, a Delawarelimited liability company having its principal place of business at1 Environmental Way, Broomfield, Colorado 80021-3416 (the ***US Master Purchaser***); and

 

**(4)****                                 BUHRMANN N.V.**, a company incorporated in the Netherlandswhose registered office is at Hoogoorddreef 62, 1101 BE Amsterdam Zuidoost, theNetherlands (the ***Parent***);and

 

**(5)****                                 DEUTSCHE TRUSTEE COMPANY LIMITED**(formerly known as Bankers Trustee CompanyLimited), a limited liability company incorporated in England and Wales(registered number 338230) whose registered office is at Winchester House, 1Great Winchester Street, London ECN 2DB (the ***SecurityAgent***), whichterm shall include such person and all other persons for the time being actingas the security agent or agents pursuant to the US Master Purchaser SecurityAgreement.

 

**Whereas**:

 

(A)                              The US Originators desire to transfer, contribute and assign fromtime to time their respective interests in the US Receivables to the US MasterPurchaser as a capital contribution to the US Master Purchaser.

 

(B)                                Pursuant to the Amended and Restated Limited Liability CompanyAgreement of the US Master Purchaser dated as of July 18, 2002 (the ***Limited Liability Company Agreement***)among Corporate Express, as managing member and a member of the US MasterPurchaser and Kevin P. Burns, as the Independent Manager, the membership interest (the ***Interest***) of a US Originator in the US Master Purchasermay be increased to reflect additional Capital Contributions made by suchUS Originator to the US Master Purchaser.

 

(C)                                The US Master Purchaser has agreed to create security over all ofits assets including its rights and benefits under this Agreement in favor ofthe Security Agent for the benefit of each US Master Purchaser Secured Partyunder the US Master Purchaser Security Agreement.

 

(D)                               The Security Agent is entering into this Agreement in order toreceive the benefit of the warranties, covenants, undertakings and indemnitiesexpressed in its and each US Master Purchaser Secured Party’s favorhereunder, but the Security Agent shall not assume or incur any liabilitywhatsoever to the US Master Purchaser or any US Originator by virtue ofthe provisions contained in this Agreement other than in accordance with anyobligation to reimburse which it may have pursuant to Clause 7.5.

 

**Now therefore it is agreed**asfollows:

 

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## **Definitions and Interpretation**

 

1.1                                 Capitalized terms in this Agreement (including the Recitals) shall,except where the context otherwise requires and save where otherwise definedherein, bear the meanings ascribed to them in the Master Definitions andFramework Deed (the ***Framework Deed***)executed by, among others, each of the parties hereto******dated 27 September 2000 (as amended andrestated on 28 September 2001 and on 18 July 2002 and as the same may befurther amended, varied or supplemented from time to time with the consent ofthe parties to it) and this Agreement shall be construed in accordance with theprinciples of construction set out therein.

 

In addition, this Agreement shall haveexpressly and specifically incorporated into it the provisions set out in theFramework Deed (hereafter referred to as the ***Provisions***), as though the same were set outin full in this Agreement *mutatis mutandis*.  In the event of any conflict between theprovisions of this Agreement and the Provisions, the Provisions shall prevail.

 

1.2                                 This Agreement is the US Contribution Agreement referred to in theFramework Deed.

 

**OFFER**

## ** **

2.                                       Each Initial US Originator, and each AdditionalUS Originator upon its accession to the Transaction Documents in accordancewith Clause 4 of the Framework Deed, hereby notifies the US Master Purchaserthat such US Originator intends from time to time, on any Business Day, to makeoffers to contribute (***Offersto Contribute*** and each an ***Offer to Contribute***) as a capitalcontribution to the US Master Purchaser all of such US Originator’s right,title, interest and benefit (present and future) in and to certainUS Receivables originated by it in the ordinary course of itsbusiness.  If such US Originatorwishes to make Offers to Contribute to the US Master Purchaser then it will makesuch Offers to Contribute by delivering to the US Master Purchaser an Invoices File containing details of each of the US Receivables inrespect of which an Offer to Contribute is being made, by no later than5.00 p.m. (Central European Time) on the Business Day following theBusiness Day on which such Invoices File was produced (and so that completedtransmission of the data file comprising the relevant Invoices File inelectronic form shall constitute making of the Offer to Contribute).  The US Master Purchaser shall be free,subject to the terms and conditions contained in this Agreement, to decidewhether or not to accept in its absolute discretion any such Offer toContribute and may accept any such Offer to Contribute only in the mannerspecified in Clause 3.1.

 

## **Acceptance**

## ** **

### **Acceptance**

### ** **

3.1                                 Any Offer to Contribute made by a US Originator in accordance withClause 2 shall be irrevocable up to, and including 5.00 p.m. (CentralEuropean Time) on the fourth Business Day following the Business Day on whichthe Invoices File delivered at the time of such Offer to Contribute wasproduced, after which time such Offer to Contribute shall lapse and be deemedwithdrawn.  Any such Offer to Contributemay be accepted by the US Master Purchaser:

 

(a)                                  identifying (or procuring that the Master Servicer identifies) by theuse of a “1” (indicating “yes”) or “0” (indicating “no”) designation in thecolumn entitled “Bought” contained within each Invoices File (and which is heldas a data file in the computer systems of the US Master Purchaser) the USReceivable subject to such Offer to Contribute, as having been purchased by theUS Master Purchaser; and

 

(b)                                 noting in its books and records (held as a data file in the computersystems of the US Master Purchaser) that the Interest of such US Originator inthe US Master Purchaser has been increased by an amount equal to the InitialPurchase Price of the US Receivable identified in such Offer to Contribute.

 

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The increase of the Interest of a USOriginator pursuant to Clause 4.1 in respect of any US Receivable identified inthe manner referred to in paragraph (a) above shall constitute anunconditional and irrevocable acceptance of such Offer to Contribute in respectof such US Receivable and such an Offer to Contribute shall have been acceptedonly if and when such increase is noted in the books and records of the USMaster Purchaser.  Offers to Contributeshall not be capable of acceptance in relation to any US Receivable in anyother manner.

 

### **Restriction on Acceptance**

 

3.2                                 The US Master Purchaser shall have no discretion to accept any Offerto Contribute in respect of any US Receivable if and to the extent that:

 

(a)                                  it does not have sufficient cash proceeds in US dollars available topay the Initial Purchase Price for those US Receivables; or

 

(b)                                 if a lien has been filed by the US Internal Revenue Service or thePension Benefit Guaranty Corporation against any of the assets of any InitialUS Originator and such lien has not been released and the Rating Condition hasnot been satisfied with respect to such release.

 

## **Consideration**

 

### **Consideration**

 

4.1                                 In consideration of the contribution by a USOriginator to the US Master Purchaser of each US Receivable contributed by it,the US Master Purchaser shall increase the Interest of such US Originator inthe US Master Purchaser (subject to the provisions below) by an amount equal tothe Initial Purchase Price, which increase shall be made in accordance withClause 5.

 

### **AdditionalConsideration**

 

4.2                                 It is further agreed that in consideration of the US MasterPurchaser’s participation in the US Master Purchaser Funding Agreement and theSecurity Agent’s execution of this Agreement for the benefit of the US MasterPurchaser Secured Parties, on the US Closing Date, the US Master Purchaserdoes hereby transfer, assign, set over and otherwise convey to the SecurityAgent for the benefit of the US Master Purchaser Secured Parties, withoutrecourse (except as specifically provided herein), all of its present andfuture right, title and interest in, to and under this Agreement including(a) all rights of the US Master Purchaser to receive monies due and tobecome due under or pursuant to this Agreement, whether payable as fees,expenses, costs or otherwise, (b) any indemnity, warranty or guaranty withrespect to this Agreement, (c) claims of the US Master Purchaser fordamages arising out of or for breach of or default under this Agreement,(d) the right of the US Master Purchaser to amend, waive or terminate thisAgreement, to perform hereunder and to compel performance and otherwiseexercise all remedies hereunder and (e) all other rights, remedies,powers, privileges and claims of the US Master Purchaser under or in connectionwith this Agreement (whether arising pursuant to this Agreement or otherwiseavailable to the US Master Purchaser at law or in equity), including the rightsof the US Master Purchaser to enforce this Agreement and to give or withholdany and all consents, requests, notices, directions, approvals, extensions orwaivers under or in connection therewith.

 

The assignment of the US Master Purchaser’sright, title and interest under this Agreement shall be without recourse to, orany representation or warranty of any kind (express or implied) by, the USMaster Purchaser except as otherwise specifically provided herein.  The foregoing assignment, transfer andconveyance does not constitute and is not intended to result in the creation orassumption by the Security Agent or any US Master Purchaser Secured Party ofany obligation of the US Master Purchaser or any other person in connectionwith this Agreement or any agreement or instrument relating thereto, includingany obligation to any Obligor or in any Contract.

 

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## **Increases of a US Originator’s Interest in the US Master Purchaser**

 

### **InitialPurchase Price**

 

5.1                                 The Interest of a US Originator in the USMaster Purchaser shall be increased by an amount equal to the Initial PurchasePrice in respect of a US Receivable contributed by it on the Contribution Datein respect of such US Receivable; except that such US Originator shall notbe entitled to an increase in its Interest in the US Master Purchaser inrespect of any Taxes which such US Originator may be liable to account for inrespect of its contribution of US Receivables hereunder.

 

### **DeferredPurchase Price**

 

5.2                                 The Interest of a US Originator shall, subjectto Clause 5.4, be increased by the Deferred Purchase Price in respect of a USReceivable contributed by it as deferred consideration as follows:

 

(a)                                  on each Business Day, the US Master Purchasershall increase the Interest of such US Originator in the US Master Purchaser(by noting such increase in the books and records of the US Master Purchaser)by an amount equal to the unpaid Deferred Purchase Price in respect of such USReceivable to the extent such unpaid Deferred Purchase Price has been collectedas of the second Business Day preceding that Business Day; and

 

(b)                                 after there are no amounts outstanding under orin connection with the US Master Purchaser Funding Agreement and the USSecuritisation Facility has been cancelled, and if any Deferred Purchase Pricehas not been applied in accordance with Clause 7.3 of the US Master PurchaserSecurity Agreement and remains outstanding, the US Master Purchaser shallincrease the Interest of such US Originator by an amount equal to any remainingunpaid Deferred Purchase Price to the extent of the amounts then standing tothe credit of the US Master Purchaser Transaction Account.  Thereafter, the US Master Purchasershall have no further or other obligation to increase the Interest of any USOriginator in respect of such unpaid Deferred Purchase Price and the USOriginator shall have no other rights of recourse whatsoever against the USMaster Purchaser in respect of such amounts of Deferred Purchase Price.

 

### **SurplusDiscount**

 

5.3                                 The US Master Purchaser shall pay the Surplus Discount in respect of a US Receivable to the USOriginator that contributed such Securitised US Receivable on the Business Dayfollowing the date upon which such US Originator receives a distributionpursuant to Section 5.3 of the LLC Agreement in respect of the DeferredPurchase Price of such US Receivable and, the US Master Purchaser shall decrease, subject to Clause 5.4, theInterest of such US Originator in the US Master Purchaser (by noting suchdecrease in the books and records of the US Master Purchaser) in an amountequal to such payment.

 

### **Deferral ofPayment of Deferred Purchase Price and Surplus Discount following a BuhrmannTermination Event**

 

5.4                                 With effect from the occurrence of a BuhrmannTermination Event, an increase in the Interest of a US Originator in the USMaster Purchaser in respect of Deferred Purchase Price or payment of SurplusDiscount which would otherwise be made by the US Master Purchaser in accordancewith Clause 5.2(a) or 5.3 hereof or an amount which would otherwise be payablein accordance with Clause 7.3 of the US Master Purchaser SecurityAgreement shall be deferred to the date when there are no amounts outstandingunder the US Master Purchaser Funding Agreement and the US DollarSecuritisation Facility has been cancelled.

 

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### **No OtherConsideration for US ReceivablesContributed to the US Master Purchaser**

 

5.5                                 The US Master Purchaser shall not be obliged toincrease the Interest of any US Originator in the US Master Purchaser inrespect of the Purchase Price of a US Receivable or any Surplus Discountexcept as provided for in Clause 4 or this Clause 5.

 

### **Pre-Completion Collections**

 

5.6                                 Each US Originator and the US Master Purchaser agree that in theevent that any amounts are received from an Obligor in respect of a USReceivable which becomes a Securitised Receivable between the date on which theInvoices File in respect thereof was delivered to the US Master Purchaserpursuant to Clause 2 and the Contribution Date (as defined herein) in respectthereof, such amounts will be for the account of the US Master Purchaser.

 

### **LimitedRecourse**

 

5.7                                 Notwithstanding any other provision of thisAgreement, if, in accordance with Clause 4 and this Clause 5, the USMaster Purchaser is not obligated to increase the Interest of a US Originatorin the US Master Purchaser by the full amount of the Deferred Purchase Price orSurplus Discount in respect of any US Receivable contributed by such USOriginator to the US Master Purchaser, such US Originator shall not be entitledto take any further steps against the US Master Purchaser and all claims andall rights to claim against the US Master Purchaser in respect of each suchuncredited amount shall be extinguished.

 

### **Effect ofDistribution**

 

5.8                                 The Interest of a US Originator shall bedecreased by any amount distributed to such US Originator pursuant toSection 5.3 of the LLC Agreement.

 

## **Completion**

 

### **Title**

 

6.1                                 Transfer of title to any US Receivables inrespect of which the Offer to Contribute is accepted in accordance with Clause3.1 shall take place on the date upon which any Offer to Contribute is accepted(the ***Contribution Date***).

 

### **TrueContribution**

 

6.2                                 Each US Originator andthe US Master Purchaser hereby acknowledge and agree that it is their mutualintent that (a) every transfer by way of capital contribution ofUS Receivables to the US Master Purchaser hereunder shall be an absolute,unconditional, “true” conveyance and sale and not a mere granting of a securityinterest to secure a loan to or from the US Master Purchaser, (b) such USOriginator shall not retain any interest in the US Receivables after the contributionthereof hereunder and (c) the US Receivables originated by a USOriginator shall not be subject to such US Originator’s insolvency or partof its bankruptcy estate in the event any insolvency or delinquency proceedingor a bankruptcy petition or other action shall be commenced or filed by oragainst such US Originator under any insolvency or bankruptcy law.  In the event, however, that notwithstandingsuch intent and agreement, such transfers are deemed by any relevantgovernmental, judicial or other authority for any reason whatsoever, whetherfor limited purposes or otherwise, to be a security interest granted to secureindebtedness of the transferor, such US Originator does hereby grant to theUS Master Purchaser a security interest under Article 9 of the UniformCommercial Code in all of its right, title and interest in, to and under, ineach case, whether now owned or existing, or hereafter acquired or arising, andwherever located, the US Receivables contributed by such US Originator, allAncillary Rights, Invoice Files and Counterparty Files relating thereto and allproceeds of any and all of the foregoing (including proceeds that constituteproperty) and, to the extent not otherwise included, all (x) payments underinsurance (whether or not the US Master Purchaser is the loss payee thereof),or any indemnity,

 

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warranty or guaranty payable by reason ofloss or damage to or otherwise with respect to any of the foregoing and (y)cash, and this Agreement shall constitute a security agreement under applicablelaw, securing amounts owing by such US Originator to the US Master Purchaserhereunder, subject to the other terms and conditions of this Agreement,together with such other obligations or interests as may arise hereunder infavor of the parties hereto.

 

### **FinancingStatements**

 

6.3                                 On the US Closing Date, each US Originator agrees to record andfile, or cause to be recorded and filed, at its own expense, financingstatements (and continuation statements with respect to such financingstatements when applicable), and any other similar instruments, with respect tothe US Receivables now existing and hereafter acquired by the US MasterPurchaser from such US Originator meeting the requirements of applicable law insuch manner and in such jurisdictions as are necessary to perfect the transferby way of capital contribution of the US Receivables by the US Master Purchaserfrom such US Originator, and to deliver evidence of such filings to the USMaster Purchaser on or prior to the US Closing Date.

 

## **Costs, Expenses and Taxation**

 

### **Costs andExpenses**

 

7.1                                 Without prejudice to the provisions of theother Transaction Documents, the US Originators shall on demand jointlyand severally pay by way of indemnity on a full after-Tax basis all costs, claims, fees, liabilities, losses,damages and expenses (including reasonable legal and out-of-pocketexpenses) properly incurred or otherwise suffered by the US MasterPurchaser, the Security Agent or any Buhrmann US Note Purchaser in connectionwith:

 

(a)                                  the negotiation, preparation, execution anddelivery of, the Transaction Documents and any related documents;

 

(b)                                 any variation, consent or approval, or anysteps taken with a view to any variation, consent or approval, in each caserelating to or in connection with any of the Transaction Documents or anyrelated document which was requested by or required by any US Originator;

 

(c)                                  the preservation or enforcement of, or anyaction taken to preserve or enforce, any of their rights under any of theTransaction Documents or any related documents; and

 

(d)                                 the exercise by the US Master Purchaser, theSecurity Agent or such Buhrmann US Note Purchaser of its rights to monitorcompliance by any US Originator with its obligations under this Agreement;

 

and, for the avoidance of doubt, the USOriginators shall be liable jointly and severally to the US Master Purchaser,the Security Agent or such Buhrmann US Note Purchaser, as appropriate, suchamount as shall represent sales tax, purchase tax or other similar taxes orduties associated with such costs, fees and expenses (if any) howsoever chargedto, or suffered by, the US Master Purchaser, the Security Agent or suchBuhrmann US Note Purchaser.

 

### **Duties andTaxes**

 

7.2                                 Without prejudice to the provisions of theother Transaction Documents, the US Originators shall jointly andseverally be liable to pay any stamp, documentary, transfer, excise,registration, filing and other similar duties, levies, fees or Taxes to which(i) any of the Transaction Documents or any related documents,(ii) any transaction contemplated under the Transaction Documents and therelated documents including the contribution, sale, assignment, release, resaleor re-assignment of any USReceivable or (iii) the enforcement of the rights of the US MasterPurchaser, the Security Agent or any Buhrmann US Note Purchaser may be subjector give rise and the US Originators shall fully indemnify (on a joint andseveral basis) the US Master Purchaser, the Security Agent or such Buhrmann USNote 

 

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Purchaser from and against any losses orliabilities which any of them may properly incur or otherwise suffer as aresult of any delay in paying or omission to pay such duties, levies, fees ortaxes.

 

### **Sales Tax**

 

7.3(a)                   Any amounts stated in this Agreement to be payable, or payable inconnection with this Agreement, by a US Originator are exclusive of sales tax,purchase tax or other similar taxes or duties and accordingly, to the extent thatany such taxes arise in respect of such payments, such US Originator shall, inaddition, pay any amount in respect of any such taxes or duties.

 

(b)                                 Any amounts stated in this Agreement to be payable, or payable inconnection with this Agreement, by the US Master Purchaser are inclusive ofsales tax, purchase tax or other similar taxes or duties and the US MasterPurchaser will not otherwise be obligated to pay additional amounts in respectof any such taxes or duties.

 

### **AdditionalAmounts**

 

7.4(a)                   All payments made by a US Originator to the USMaster Purchaser, the Security Agent or, subject to the exclusions set forth inClause 7.1 of the US Master Purchaser Funding Agreement, any Buhrmann US Note Purchaser under or in connection with this Agreementshall be made in full without any deduction or withholding in respect of Taxes(or otherwise) unless the deduction or withholding is required by law in whichevent such US Originator shall:

 

(i)                  ensure that the deduction or withholding doesnot exceed the minimum amount legally required;

 

(ii)               forthwith pay to the US Master Purchaser, theSecurity Agent or such Buhrmann US Note Purchaser such additional amount sothat the net amount received by the US Master Purchaser, the Security Agent orsuch Buhrmann US Note Purchaser will equal the full amount which would havebeen received by it had no such deduction or withholding been made.

 

(b)                                 All payments made by the US Master Purchaser toa US Originator under or in connection with this Agreement shall be made in fullwithout any deduction or withholding in respect of Taxes (or otherwise) unlessthe deduction or withholding is required by law in which event the US MasterPurchaser shall ensure that the deduction or withholding does not exceed theminimum amount legally required.  Forthe avoidance of doubt, the US Master Purchaser shall not be obliged to pay anyadditional amount in respect of such deduction or withholding.

 

(c)                                  Each US Originator hereby undertakes toindemnify the US Master Purchaser on a joint and several basis in respect ofany withholding or deduction on account of Tax on the payment of any amount duein respect of any US Receivable such that the US Master Purchaser receives thesame amount that it would have received had there been no such withholding ordeduction.

 

### **Tax Credits**

 

7.5                                 If a US Originator pays any additional amount(an ***Additional Payment***)under Clause 7.4 and the US Master Purchaser, the Security Agent or anyBuhrmann US Note Purchaser effectively obtains a refund of Tax or credit againstTax on its overall net income by reason of that Additional Payment (a ***Tax Credit***) and theUS Master Purchaser, the Security Agent or such Buhrmann US Note Purchaser (asapplicable) is able to identify such Tax Credit as being attributable to suchAdditional Payment, then the US Master Purchaser, the Security Agent or suchBuhrmann US Note Purchaser (as appropriate), shall reimburse such US Originatorsuch amount as the US Master Purchaser, the Security Agent or such Buhrmann USNote Purchaser shall determine to be the proportion of such Tax Credit as willleave it, after that reimbursement, in no better or worse position than itwould have been in if that Additional Payment had not been required. The USMaster Purchaser, the Security Agent or such

 

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Buhrmann US Note Purchaser shall haveabsolute discretion as to whether to claim any Tax Credit and, if it does soclaim, the extent, order and manner in which it does so.  None of the US Master Purchaser, the SecurityAgent and the Buhrmann US Note Purchaser shall be obliged to disclose anyinformation regarding its tax affairs or computations to any US Originatorother than notifying the US Originator of the amount of any such Tax Crediteffectively obtained.

 

### **After TaxAmount**

 

7.6**                                **In the event that any taxing authority seeks toimpose Tax on any sum paid to the US Master Purchaser, the Security Agent orany Buhrmann US Note Purchaser as a result of the indemnities or otherobligations contained herein then the payor shall pay such additional amountsas will ensure that after payment of such Tax the US Master Purchaser, theSecurity Agent or the Buhrmann US Note Purchaser, as the case may be, receivesthe amount it would have received had no such Tax been imposed.

 

### **Interest**

 

7.7                                 If a US Originator fails to pay any sum payableby such US Originator to the US Master Purchaser, the Security Agent orany Buhrmann US Note Purchaser under this Agreement when due, such USOriginator shall pay interest on such sum from the date when it became due andpayable to the date of payment at the rate of the aggregate of 3 per cent.per annum and the overnight US dollar rate of DeutscheBank AG, New York Branch as fromtime to time in force (both before and after any judgment obtained under thisAgreement).

 

## **Representations, Warranties and Undertakings**

 

### **On** the US Closing Date and the MTN Closing Date

 

8.1                                 In entering into this Agreement, each USOriginator (in respect of itself) and the Parent (in respect of each USOriginator) hereby represents and warrants to the US Master Purchaser andthe Security Agent on the US Closing Date and the MTN Closing Date in theterms set out in Part 1 of Schedule 2 with reference to the facts andcircumstances then existing and the Parent (in respect of itself) herebyrepresents and warrants to the US Master Purchaser and the Security Agenton the US Closing Date and the MTN Closing Date in the terms set out inPart 2 of Schedule 2 with reference to the facts and circumstancesthen existing.

 

### **On eachContribution Date**

 

8.2                                 On each Contribution Date,

 

(a)                                  each US Originator (in respect of itself) and the Parent (in respectof each US Originator) shall be deemed to represent and warrant to the USMaster Purchaser and the Security Agent, in the terms set out in Part 1 ofSchedule 2 with reference to the facts and circumstances then existing;

 

(b)                                 the Parent (in respect of itself) shall be deemed to represent and warrant to the US MasterPurchaser and the Security Agent in the terms set out in Part 2 of Schedule 2with reference to the facts and circumstances then existing; and

 

(c)                                  each US Originator (in respect of each US Receivable contributed byit) and the Parent (in respect of each US Receivable and the US Originatorwhich contributed such US Receivable) shall be deemed to represent and warrantto the US Master Purchaser and the Security Agent, in the terms set out inPart 3 of Schedule 2 with reference to the facts and circumstancesthen existing.

 

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### **Covenants**

 

8.3                                 Each US Originator (in respect of itself) andthe Parent (in respect of itself and each US Originator) covenants with the USMaster Purchaser as follows:

 

(a)                                  **Tax Payments.**  EachUS Originator will pay all material Tax and file all material returns inrespect of Tax in relation to any transaction that gives rise to or relates tothe contribution of a US Receivable contributed by it to the US MasterPurchaser under this Agreement;

 

(b)                                 **Fiduciary Agent.**  To theextent that the contribution of a US Receivable by such US Originator to the USMaster Purchaser does not entitle the US Master Purchaser to the entireinterest therein, the US Originator shall hold such remaining interest asfiduciary agent for the US Master Purchaser and shall not thereafter deal inany way with such remaining interest in such US Receivable save as expresslypermitted under this Agreement;

 

(c)                                  **PerformContracts.**  Each US Originator shall perform and complywith all material provisions, covenants and other obligations required to beobserved by it under each Contract relating to US Receivables contributed by itin full and on a timely basis and the exercise by the US Master Purchaser ofits rights under this Agreement shall not relieve such US Originator of suchobligations;

 

(d)                                 **Protection Of Interest.**  EachUS Originator (jointly and severally with the other US Originators) shall takesuch action as may be necessary or advisable or desirable to protect theinterest of the US Master Purchaser in the US Receivables contributed by suchUS Originator to the US Master Purchaser or, in the alternative, to maintainperfection and priority of the US Master Purchaser’s security interest in suchUS Receivables.

 

(e)                                  **IndemnityAgainst Claims.**  To the extent the US Master Purchaser is notindemnified under Clause 11.2, the US Master Purchaser shall not have anyobligation or liability with respect to any US Receivables contributed by suchUS Originator or with respect to any of the Contracts under which theyarise nor will the US Master Purchaser be required to perform any of theobligations of such US Originator under such Contracts.  Such US Originator will indemnify and holdharmless, on an after Tax basis, the US Master Purchaser and the Security Agentagainst any cost, claim, loss, expense, liability or damages (including legalcosts and out-of-pocket expenses) properly incurred orotherwise suffered by any of them in connection with any claim or counterclaimor action of whatsoever nature made by a customer or any third party arisingout of or in connection with a Contract under which a US Receivable contributedby such US Originator hereunder arises or any goods or services which are thesubject of such a Contract or US Receivable (including any claim orcounterclaim of a customer or third party in respect of product liability,property damage, personal injury, consequential loss or other similar claim),except to the extent such cost, claim, loss, expense, liability or damagesresult from the gross negligence or willful misconduct of the US MasterPurchaser or the Security Agent, as the case may be, and such US Originatorundertakes to pay on demand to the US Master Purchaser or the SecurityAgent, as the case may be, without any set-off,deduction or withholding whatsoever the amount of any such cost, claim, loss,expense, liability or damages so suffered or incurred;

 

(f)                                    **Indemnity Against Breach.**  Such US Originator willindemnify and hold harmless each of the US Master Purchaser and the SecurityAgent on an after Tax basis in an amount equal to any cost, claim, loss,expense, liability or damages (including legal costs and out-of-pocketexpenses) properly incurred or otherwise suffered by it in connection with anybreach by such US Originator of this Agreement or any of the other TransactionDocuments and such US Originator shall on demand pay to the US MasterPurchaser or to the Security Agent, as the case may be, without any set-off, deduction or withholdingwhatsoever the amount of any such cost, claim, loss, expense, liability ordamages so suffered or incurred (it being understood that the foregoing shallnot obligate such US Originator to make any payment in respect of theBuhrmann US Notes issued by the US Master Purchaser);

 

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(g)                                 **US MasterPurchaser Indemnities.**  Each US Originator (jointly and severallywith the other US Originators) shall on each Calculation Date pay to theUS Master Purchaser on a joint and several and after Tax basis an amountequal to the aggregate amount of US Master Purchaser Indemnities then due andpayable by the US Master Purchaser on such Calculation Date.  Such US Originator will procure that the USMaster Purchaser shall notify such US Originator in writing of the US MasterPurchaser Indemnities due and payable by such US Originator on such CalculationDate, and shall provide such US Originator with a statement setting forthdetails of the incurrence of such US Master Purchaser Indemnities whichshall be conclusive in the absence of manifest error.

 

(h)                                 **Contribution.**  Eachcontribution of US Receivables by such US Originator hereunder has been andshall be recorded as a transfer to the US Master Purchaser of the relevant USReceivables in the computer system of such USOriginator, subject to and in accordance with the provisions of Clause 3.1;

 

(i)                                     **Underwriting Policy.**  Such US Originator shall complyin all material respects with its usual business, underwriting, credit,collection and administration policies (its ***Policies***) in entering into transactionswhich give rise to US Receivables contributed by it hereunder and will not makeany change to its Policies applicable to any Securitised US Receivable withoutthe consent of the US Master Purchaser, the Security Agent and each Buhrmann USNote Purchaser unless (i) the Rating Condition is satisfied with respect tosuch change or (ii) if such change could reasonably be expected to have aMaterial Adverse Effect;

 

(j)                                     **Location of Records.**  Such US Originator shall keepall its books, records and documents evidencing or relating to the USReceivables contributed by it hereunder at its office specified at thebeginning of this Agreement and/or such other address as it may from time totime notify to the US Master Purchaser, the Security Agent and each Buhrmann USNote Purchaser and shall, (i) prior to the occurrence of a Stop FundingEvent or a Buhrmann Termination Event, on receipt of not less than one day’snotice, at any reasonable time during normal business hours and (ii) forso long as a Stop Funding Event has occurred and is continuing, or after theoccurrence of a Buhrmann Termination Event, forthwith permit the US MasterPurchaser and/or US Originator and/or any Buhrmann US Note Purchaser and/or theSecurity Agent or any of its agents or representatives to examine and makecopies of and abstracts from the records, books of account and documents(including computer tapes and disks) of such US Originator relating to theUS Receivables contributed by it hereunder, and to visit the properties of suchUS Originator for the purpose of examining such records, books of account anddocuments, and to discuss the affairs, finances and accounts of suchUS Originator relating to the US Receivables contributed by it hereunderor such US Originator’s performance hereunder with any of its officers ordirectors and with its auditors;

 

(k)                                  **Data Files.** Withoutprejudice to the obligations of such US Originator pursuant to Clause 8.4, suchUS Originator shall:

 

                                                                           (i)          at the close of business on each Business Day, send the Invoices File inrespect of that Business Day; and

 

                                                                        (ii)          on the last Business Day of each month, send the Counterparty Fileupdated as at that Business Day

 

                                                in each case to the Master Servicer and, ifrequested, the Security Agent.

 

Such US Originator shall procure that eachBuhrmann US Note Purchaser and the Security Agent or any agent orrepresentative of any of them shall have access (i) prior to theoccurrence of a Stop Funding Event or a Buhrmann Termination Event, duringnormal business hours and (ii) for so long as a Stop Funding Event hasoccurred and is continuing, or after the occurrence of a Buhrmann TerminationEvent, forthwith to the most recent Invoices File and Counterparty File storedat Europcenter N.V. at Bodemstraat 11, Bus 1, B-3830

 

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Wellen and may make copies of and abstractsfrom such files.  In addition, such USOriginator agrees that it will within one Business Day of the request by anyBuhrmann US Note Purchaser or the Security Agent, furnish the partyrequesting such information with a copy of the most recent Invoices File andCounterparty File; and

 

(l)                                     **Solvency Certificates.**  Such US Originator shall,within 30 days after the end of each financial quarter of each financial year, deliverto the US Master Purchaser and theSecurity Agent a US Originator Solvency Certificate inthe form set out in Schedule 3 and dated the last day of such financialquarter.

 

(m)                               **Nature of Business.**  Each US Originator shallnot materially alter the nature of its business.

 

### **ReportingRequirements of each US Originator**

 

8.4(a)                   Untilsuch time as all the liabilities of each of the US Originators and theUS Master Purchaser under the Transaction Documents have been discharged:

 

(i)                  each US Originator shall deliver to theSecurity Agent and the US Master Purchaser and the Parent hereby agrees toprocure the production by each US Originator of the same:

 

(A)           not later than 120 days after the end of each financial year and notlater than 30 days after the end of each of the first three financial quartersof each financial year, a certificate of a senior financial officer of such USOriginator in the form set out in Schedule 4 stating that, to the best ofsuch officer’s knowledge, such US Originator during such period has observed orperformed all of its covenants and other agreements, and satisfied everycondition, contained in this Agreement to be observed, performed or satisfiedby it, and that such officer has no knowledge of any Buhrmann Termination Eventor Potential Buhrmann Termination Event except as specified in suchcertificate; and

 

(B)             promptly and from time to time suchinformation, documents, records or reports concerning the US Receivablescontributed by it and/or the Obligors in respect thereof and such additionalfinancial information as the US Master Purchaser or the Security Agent mayreasonably request; and

 

(ii)               the Parent shall deliver to the Security Agentand the US Master Purchaser, as soon as theybecome available (and in any event within 120 days of each of theirrespective financial periods) copies of the audited consolidated financialstatements of the Parent for that period each of which shall contain incomestatements and balance sheets and cash flow statements and be audited and certified, withoutqualification, by a firm of independent accountants of recognised internationalstanding.

 

(b)                                 Each US Originator and the Parent (in respectof such an event affecting itself or any US Originator) shall notify theUS Master Purchaser and the Security Agent as soon as possible and, in anyevent, immediately upon being notified of or becoming aware of the occurrenceof any Buhrmann Termination Event or Potential Buhrmann Termination Event.

 

(c)                                  Each US Originator and the Parent (in respectof itself and each US Originator) shall procure that all information andreports furnished by it or on its behalf under the Transaction Documents(including but not limited to each Invoices File and Counterparty File) isaccurate in all material respects.

 

### **Survival**

 

8.5                                 The representations, warranties, andundertakings made pursuant to Clause 8.2 shall form part of the terms ofthe contribution of each and every US Receivable contributed hereunder and

 

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accordingly such warranties, representations,covenants and undertakings shall remain in full force and effectnotwithstanding the completion of such contribution.

 

### **Reliance**

 

8.6                                 Each of the Parent and the US Originatoracknowledges that:

 

(a)                                  the representations and warranties set out inSchedule 2 and the covenants contained in Clause 8.3 are made with aview to inducing the US Master Purchaser and the Buhrmann US Note Purchasers toenter into the Transaction Documents and the transactions contemplated hereby andthereby and have caused and will cause the US Master Purchaser and the BuhrmannUS Note Purchasers to take other actions in relation to such TransactionDocuments and transactions and that such persons will rely upon suchrepresentations, warranties, covenants and undertakings notwithstanding anyinformation in fact possessed or discoverable by or otherwise disclosed to anyof them;

 

(b)                                 none of the US Master Purchaser, the SecurityAgent and the Buhrmann US Note Purchasers have made or is required to makeinquiries of or in respect of (i) any person which owes any payment orother obligation to any US Originator in respect of a US Receivable;(ii) the sums receivable under or stated to be receivable in respect ofany US Receivable; (iii) the terms of any contract, guarantee, indemnity,letter of credit, bill of exchange or any other agreement or arrangementrelating to a US Receivable; (iv) any compensation, guarantee or insurancescheme or policy which may be relevant to a US Receivable; or (v) thecreditworthiness or suitability of any Obligor, or any other party to anyarrangement or agreement relating to a US Receivable; and

 

(c)                                  although the US Master Purchaser and theSecurity Agent and certain other entities have seen copies of and may haveconducted checks or analyses of the contracts from which the US Receivablesderive and may have made and/or may in the future make enquiries of the typementioned in Clause 8.6(b), that fact shall not in any way limit or affecta US Originator’s obligations under the representations and warrantiescontained in Schedule 2.

 

## **Consequences of a Buhrmann Termination Event**

 

9.                                       At any time after the occurrence of a BuhrmannTermination Event and subject to the provisions of Clause 10.2, each USOriginator agrees that the US Master Purchaser (or the Master Servicer on itsbehalf) may, and upon being requested to do so by the Security Agent shall(and, for the avoidance of doubt, the Security Agent shall under nocircumstances be under the obligation to so request), and the Security Agentmay itself:

 

(a)                                  give notice in its own name (and/or requiresuch US Originator to give notice) to all or any of the relevant Obligors ofthe contribution of all or any of the US Receivables contributed by ithereunder; and/or

 

(b)                                 direct (and/or require such US Originator todirect) all or any of the relevant Obligors to pay amounts outstanding inrespect of US Receivables contributed by it directly to the US Master Purchaseror the Security Agent or into such accounts or to such other persons as arespecified by the US Master Purchaser (or by the Security Agent on its behalf);and/or

 

(c)                                  terminate this Agreement immediately by givingnotice in writing to the US Originator; and/or

 

(d)                                 take such other action as it considers to benecessary, appropriate or desirable in order to recover any amount outstandingin respect of US Receivables or to improve, protect, preserve or enforce theirrights against the relevant Obligors in respect of such US Receivables.

 

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## **Termination**

 

10.1                           This Agreement shall terminate pursuant to anotice given pursuant to Clause 9(c) with effect from the date of suchnotice or automatically with immediate effect:

 

(a)                                  if the US Master Purchaser Funding Agreement isterminated or cancelled in full; or

 

(b)                                 on the occurrence of a Buhrmann TerminationEvent.

 

10.2                           The termination of this Agreement shall notaffect any rights or obligations of the parties in relation to any USReceivables contributed prior to such termination and the provisions of thisAgreement shall continue to bind the parties to the extent and for so far andso long as may be necessary to give effect to such rights and obligations.  The covenants, obligations and undertakingsof each US Originator and the rights and remedies of the US Master Purchaserand the Security Agent in respect of any representation, warranty or statementmade by a US Originator under or in connection with this Agreement and theindemnification and other payment obligations of the US Originators shallcontinue and remain in full force and effect notwithstanding the termination ofthis Agreement.

 

## **Remedies for Breach of Warranty**

 

11.1(a)             If anyrepresentation or warranty set out in Part 3 of Schedule 2 proves to havebeen incorrect when made and remains incorrect, or if the relevant USReceivable has never existed, the US Originator that contributed such USReceivable shall, as soon as practicable, take the action specified in Clause11.1(b) in respect of the US Receivable to which such breach ofrepresentation or warranty relates (or which did not exist) (a ***Non-ConformingUS Receivable***).

 

(b)                                 Such US Originator shall (i) purchase from theUS Master Purchaser the relevant Non-ConformingUS Receivable for a price equal to the sum of (A) the Purchase Price ofthe US Receivable; (B) interest on the Initial Purchase Price of theUS Receivable from the Contribution Date of the US Receivable to the datewhen the Repurchase Amount in respect of the US Receivable is paid to the US MasterPurchaser at a rate per annum equal to the highest Estimated Funding Costs ofany Buhrmann US Noteholder as at the most recent Calculation Date; and(C) any reasonable administrative or other costs (including Taxes)incurred by the US Master Purchaser in connection with such Non-Conforming US Receivable(collectively, the ***RepurchasePrice***), and such US Originator shall pay such price to theUS Master Purchaser Transaction Account or (ii) provided that a BuhrmannTermination Event has not occurred, substitute on the Relevant Date an EligibleUS Receivable having a Face Amount at least equal to the Non-Conforming US Receivable it replaces.

 

(c)                                  Following purchase of a Non-ConformingUS Receivable by the relevant US Originator and (i) the credit of theRepurchase Price into the US Master Purchaser Transaction Account in clearedfunds or (ii) the substitution of an Eligible US Receivable as specified inClause 11.1(b)(ii), the Security Agent is authorized to release (at therelevant US Originator’s expense) the relevant Non-Conforming US Receivable from the Security.

 

(d)                                 If at any time:

 

(i)                  there arises any set-off, counterclaim, defense or deduction in respect of a USReceivable contributed by a US Originator; or

 

(ii)               any Dilutions occur in relation to atransaction under which a US Receivable arises or any other transactionbetween the Obligor in respect of such US Receivable and a US Originator;

 

then such US Originator shall on the nextBusiness Day (i) pay to the US Master Purchaser Transaction Account an amount equalto the amount of such set-off,counterclaim, defense,

 

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deduction or Dilution, or (ii) transfer tothe US Master Purchaser Eligible US Receivables with a Face Amount equal to orgreater than the amount of such set-off,counterclaim, defence, deduction or Dilution.

 

(e)                                  The US Master Purchaser and each US Originatoragrees and acknowledges that, in respect of any breach of representation orwarranty under Clause 8.2 and Part 3 of Schedule 2, the sole remedy availableto the US Master Purchaser shall be to require such US Originator to take theaction specified in Clause 11.1(b) and, if such US Originator complieswith Clause 11.1(b), neither the Security Agent nor the US Master Purchasershall be entitled to claim damages or to exercise any other remedy (whether incontract, tort or otherwise) in respect of any such breach.

 

(f)                                    For the avoidance of doubt, each US Originatoragrees with and acknowledges to the US Master Purchaser that nothing inClause 11.1(e) shall in any way limit or affect the US Master Purchaser’sability or entitlement to claim damages or to exercise any other remedy(whether in contract, tort or otherwise) in respect of any breach ofrepresentation or warranty contained in Part 1 of Schedule 2.

 

### **Remedy forCertain Breaches of Maximum Obligor Limits**

 

11.2                           If, at any time, as a result of thecontribution of any US Receivable there is a breach of the representations inparagraph (a) of Part 3 of Schedule 2 by reference to the EligibilityCriteria set out in paragraphs (g) and (i) of Schedule 1 incircumstances where the credit rating of any Obligor has been downgraded priorto the relevant Contribution Date when such US Receivable was contributed andthe US Originator that contributed such US Receivable certifies that it wasnot, on the relevant Contribution Date, aware of such downgrading, then on eachsucceeding Contribution Date thereafter, such US Originator and the USMaster Purchaser shall select US Receivables to be contributed by the US MasterPurchaser so as to result in the breach being rectified, to the extent thatsuch US Receivables are available to be contributed, and such US Originatorshall only be obliged to comply with the requirements set out inClause 11.1 in respect of such US Receivables if the breach has notbeen rectified in this way by the Calculation Date following the date on whichsuch US Originator became aware of such downgrading.

 

### **Remedy forOther Breaches of Representations and Warranties**

 

11.3                           If any representation or warranty set out in Part 1 or 2 ofSchedule 2 with respect to a US Originator or the Parent proves to havebeen incorrect when made and remains incorrect the US Master Purchaser shall beentitled generally to all remedies available to it under New York law(including, without limitation, an action for damages) for breach of warrantyagainst such US Originator or the Parent.

 

## **Protection of US Master Purchaser, Further Assurance**

 

### **Subordinationof each US Originator’s Rights**

 

12.1                           Notwithstanding any other provision of thisAgreement, or the winding-up ofany US Originator or the US Master Purchaser, until one year and one day haselapsed following the payment of all sums outstanding and owing under thelatest maturing Buhrmann Note, the payment and discharge in full of all USMaster Purchaser Secured Obligations and the cancellation of the SecuritisationFacility, no US Originator shall institute any proceedings against the USMaster Purchaser to enforce any of its rights hereunder or purport to enforceits rights hereunder whether by exercising any set-off, or making any withholding or deduction against anyamounts otherwise due to the US Master Purchaser under this Agreement orany of the Transaction Documents or otherwise.

 

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### **FurtherAssurance**

 

12.2                           Each US Originator agrees that from time totime it will, at its own cost, promptly execute and deliver all instruments anddocuments, and take all further action as the US Master Purchaser mayreasonably request in order to perfect, protect or more fully evidence the USMaster Purchaser’s ownership interest in the US Receivables contributed by itand any proceeds thereof without, however, giving notice to the Obligors(except in the circumstances contemplated in Clause 8.1).

 

### **Enforcement**

 

12.3                           Each US Originator hereby irrevocably consentsto the US Master Purchaser (or the Master Servicer on its behalf) and theSecurity Agent at any time after the occurrence of a Buhrmann TerminationEvent, for its own benefit commencing proceedings in the name of such USOriginator in respect of any of the US Receivables contributed by it.

 

### **FiduciaryAgent**

 

12.4                           Each US Originator shall hold as fiduciaryagent for the sole benefit of the US Master Purchaser any Contracts andother documentary items and evidence relating to any outstanding US Receivablescontributed by such US Originator at the office specified in Clause 7.2 of theFramework Deed.

 

### **Payment to aUS Originator’s Account**

 

12.5                           Whenever any amount is due, owing or payable toa US Originator under or in connection with this Agreement, payment of such sumin cleared funds into the account specified by such US Originator to the USMaster Purchaser for such purpose shall constitute a complete discharge of theobligation to pay such amounts.

 

### **Appropriationof Payments**

 

12.6                           If an Obligor makes a general payment to a USOriginator on account both of a US Receivable which has been contributed to theUS Master Purchaser by such US Originator or which the US Master Purchaserhas agreed to accept as a capital contribution and of any other moneys due forany reason whatsoever to such US Originator and makes no apportionmentbetween them, then such payment shall be treated as though the Obligor hadappropriated it first to such US Receivable and the proceeds of or comprised insuch payment up to the full amount due or to become due in respect of such USReceivable shall accordingly be the property of the US Master Purchaser andsuch US Originator shall immediately and without deduction transfer thatamount, in accordance with the US Collection Account Agreement, to the USMaster Purchaser (and shall in the meantime hold such moneys as fiduciary agentfor the US Master Purchaser).

 

### **Choice of Law**

 

12.7**                          **This Agreement shall be construed in accordancewith, and all matters arising out of or relating in any way to this Agreementshall be governed by, the law of the State of New York.

 

### **Submission toJurisdiction**

 

12.8                           Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, tothe non-exclusive jurisdiction ofthe Supreme Court of the State of New York sitting in the Borough of Manhattanand of the United States District Court for the Southern District of New York,and any appellate court from any thereof, in any action or proceeding arisingout of or relating to this Agreement.  Each party hereto hereby irrevocably waives,to the fullest extent that it may legally do so, the defense of an inconvenientforum to the maintenance of such action or proceeding.  Each party hereto agrees that a finaljudgment in any such action or proceeding shall be conclusive and may beenforced in other jurisdictions by suit on the judgment or in any other mannerprovided by law.

 

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**Amendments**

 

12.9                           No amendment, modification or waiver in respect of this Agreementwill be effective unless in writing (including a writing evidenced by afacsimile transmission) and executed by each of the parties or confirmed by anexchange of electronic messages on an electronic messaging system; providedthat in no event shall therepresentations and warranties contained in paragraphs (h) and (i) of Part 1 ofSchedule 2, and paragraph (b) of Part 3 of Schedule 2 of this Agreement beamended or waived.

 

### **Security Agent as a Party**

 

12.11                     The Security Agent is a party to this Agreement for the purposesonly of taking the benefit of the rightsbut not the obligations of the US Master Purchaser in respect of thisAgreement, for receiving notices in accordance with Clause 7 of theFramework Deed and for regulating the agreement of amendments to thisAgreement.  The Security Agent assumesno obligations under this Agreement.

 

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**In Witness Whereof** the parties hereto have caused this Agreementto be duly executed and delivered as the date set forth above.

 
| **CORPORATE EXPRESS  OFFICE PRODUCTS, INC.** |
|----------------------------------------------|
|                                         |
|                                         |
| By                                           | **KEES BANGMA** |
|                                         | Name: **KEES  BANGMA** |
|                                         | Title: |
|                                         |
| **CORPORATE EXPRESS  OF TEXAS, INC.**        |
|                                         |
|                                         |
| By                                           | **KEES BANGMA** |
|                                         | Name: **KEES  BANGMA** |
|                                         | Title: |
|                                         |
| **BUHRMANN SILVER US  LLC**                  |
|                                         |
|                                         | by **CORPORATE  EXPRESS OFFICE PRODUCTS, INC.** |
|                                         | its managing member |
|                                         |
|                                         |
| By                                           | **KEES BANGMA** |
|                                         | Name: **KEES  BANGMA** |
|                                         | Title: |
|                                         |
| **BUHRMANN N.V.**                            |
|                                         |
|                                         |
| By                                           | **KEES BANGMA** |
|                                         | Name: **KEES  BANGMA** |
|                                         | Title: |
|                                         |
| **DEUTSCHE TRUSTEE  COMPANY LIMITED**        |
|                                         |
|                                         |
| By                                           | **RAFE****MORTON**and**SUZIE SMITH** |
|                                         | Name: **RAFE****MORTON**and**SUZIE SMITH** |
|                                         | Title: |
|                                              |  |  |

 

17

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##### **SCHEDULE 1**

 

###### **US EligibilityCriteria**

 

In order for a US Receivable contributed by aUS Originator to be eligible for contribution, such US Receivable or theContract from which it is derived, as the case may be, must satisfy thefollowing criteria (the ***EligibilityCriteria***):

 

(a)                                  **Ordinary Courseof Business:**  it has been originated by such US Originator in theordinary course of business from the sale of goods or performance of servicesof such US Originator, represents the purchase price of specified goods orservices delivered or performed and is non-interestbearing;

 

(b)                                 **Completed Performance**:  ithas been originated by such US Originator pursuant to a Contract under whichsuch US Originator has fully performed its obligations to the related Obligor.

 

(c)                                  **Obligor****Limit:**  it is payable by an Obligor incorporated in oracting through a branch located in the United States or Canada;

 

(d)                                 **Currency:** it is denominated and payable in US dollars in theUnited States;

 

(e)                                  **Maximum Term:**  it ispayable within a maximum period of 125 days from the date the related goods areshipped or the related services are performed;

 

(f)                                    **Assignability:**  it can be freely and validly transferred by way ofassignment to the US Master Purchaser under the terms of the relevant Contractwithout any requirement to give notice to or obtain consent from the Obligorand without otherwise breaching the Contract under which the US Receivablearises;

 

(g)**                                ****No Defaults, Etc.:**  the US Originator contributing such US Receivable is not in default under the terms of theContract from which such US Receivable arises;

 

(h)                                 **Obligor****: **the Obligor in respect of such US Receivable isdomiciled in the United States or Canada and is not bankrupt or insolvent or inliquidation, administration, receivership or subject to any analogousproceeding, provided that no more than 5 per cent. of the Face Amount of all SecuritisedUS Receivables comprises Receivables in respect of which the Obligor isdomiciled in Canada;

 

(i)                                     **Set-Off**:  the Maximum Right of Set-Off Limit is not exceeded as a resultof the contribution of such US Receivable;

 

(j)**                                    ****Governing Law: **the Contract under which any obligation to make payment in respect ofsuch US Receivable is governed by the law of a State of the United States;

 

(k)                                  **Non-Affiliated Obligor:** the Obligor in respect of such US Receivable is not another member ofthe Buhrmann Group;

 

(l)                                     **Defaults and Delinquencies:**  it isnot a Defaulted Receivable or a Delinquent Receivable;

 

(m)**                              ****Bill and Hold**:  itdoes not arise under a Contract in respect of which an invoice has beengenerated but the goods have not been delivered or the services have not beenperformed; and

 

(n)                                 **Sub-contracted Services**:  it is not related to a servicewhich is sub-contracted to athird party.

 

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##### **SCHEDULE 2**

 

**Part 1**

 

###### **Representations and Warrantiesrelating to each US Originator**

 

(a)                                  **Status:**  it is a corporation duly organized and validly existingunder the law of its jurisdiction of incorporation;

 

(b)                                 **Powers and Authorizations:  **thedocuments which contain or establish its constitution include provisions whichgive power, and all necessary authority has been obtained and action taken, forit to own its assets, carry on its business and operations as they are nowbeing conducted and to sign and deliver, and perform the transactionscontemplated in, the Transaction Documents to which it is a party;

 

(c)                                  **LegalValidity/Pari Passu Ranking:**  itsobligations under the Transaction Documents to which it is a party constitute,or when executed by it will constitute, its legal, valid and bindingobligations enforceable against it in accordance with their respective terms,except as enforceability may be limited by applicable bankruptcy, insolvency,reorganization, moratorium, fraudulent conveyance or transfer or similar lawsaffecting the enforcement of creditors’ rights generally and by generalequitable principles (whether enforcement is sought by proceedings in equity orat law) and its obligations thereunder are and will be direct, unconditionaland general obligations which rank equally with all its other unsecuredobligations and liabilities, present or future, actual or contingent, save forunsecured obligations and liabilities accorded preference over its otherunsecured obligations and liabilities pursuant to any applicable provision law;

 

(d)                                 **Non-Violation:**  theexecution, signing and delivery of the Transaction Documents to which it is aparty and the performance of any of the transactions contemplated in any ofthem do not and will not contravene or breach or constitute a default under orconflict or be inconsistent with or cause to be exceeded any limitation on itor the powers of its members imposed by or contained in:

 

(i)                  any law, statute, decree, rule or regulation to which it or any ofits assets or revenues is subject or of any order, judgment, injunction,decree, resolution, determination or award of any court or any judicial,administrative, or governmental authority or organization which applies to itor any of its assets or revenues; or

 

(ii)               anyagreement, indenture, mortgage, deed of trust, bond, or any other document,instrument or obligation to which it is a party or by which any of its assetsor revenues is bound or affected; or

 

(iii)            anydocument which contains or establishes its constitution;

 

which mightmaterially and adversely affect its ability to observe or perform itsobligations under the Transaction Documents to which it is a party;

 

(e)                                  **Consents:  **noauthorization, approval, consent, license, exemption, registration, recording,filing or notarization and no payment of any duty or tax and no other actionwhatsoever which has not been duly and unconditionally obtained, made or takenis required to ensure (i) the creation, the validity, legality,enforceability or priority of its liabilities and obligations or of the rightsof the US Master Purchaser or the Security Agent against it under theTransaction Documents or (ii) the effective sale, substitution or transferby way of capital contribution of US Receivables to the US MasterPurchaser pursuant to this Agreement;

 

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(f)                                    **No Default:  **no eventhas occurred which constitutes, or which with the giving of notice and/or thelapse of time and/or a relevant determination would constitute, a contraventionof, or default under, any such law, statute, decree, rule, regulation, order,judgment, injunction, decree, resolution, determination or award or anyagreement, document or instrument by which it or any of its assets is bound oraffected, being a contravention or default which could reasonably be expected tohave a Material Adverse Effect;

 

(g)                                 **Tax Liabilities:**  all material and necessary returns have been deliveredby it or on its behalf to the relevant taxation authorities, it is not inmaterial default in the payment of any Taxes, and no claim is being assertedwith respect to Taxes which is not disclosed or reserved for in the most recentfinancial statements delivered in accordance with Clause 8.4(a)(ii) which,if adversely determined, would have a Material Adverse Effect;

 

(h)                                 **Perfection: **it has caused or will have caused, within tendays of each Contribution Date, the filing of all appropriate financingstatements in the proper filing office in the appropriate jurisdictions underapplicable law in order to perfect the contribution of the US Receivables contributedto the US Master Purchaser on such Contribution Date;

 

(i)                                     **Priority: **other than the contribution to the US MasterPurchaser pursuant to this Agreement, it has not pledged, assigned, sold,granted a security interest in, or otherwise conveyed any of the USReceivables. It has not authorized the filing of and is not aware of anyfinancing statements against it that include a description of collateralcovering such US Receivables other than any financing statement relating to thecontribution to the US Master Purchaser hereunder or that has been terminated.It is not aware of any judgment or tax lien filings against it;

 

(j)                                     **No Security:**  there is no Encumbrance over or in relation to anyUS Collection Account (or the proceeds of or any interest in such account)and it is not a party to nor are any of such assets bound by any order,agreement or instrument under which it is or in certain events may be requiredto create, assume or permit to arise any Encumbrance over or in relation tosuch assets;

 

(k)                                  **Solvency:  **it is solvent and able to pay its debts as they fall due and has notsuspended or threatened to suspend making payments (whether of principal orinterest) with respect to all or any class of its debts and will not becomeinsolvent or unable to pay its debts in consequence of any contribution by itof US Receivables under this Agreement or any other obligation ortransaction contemplated in the Transaction Documents;

 

(l)                                     **NoBuhrmann TerminationEvent:  **no BuhrmannTermination Event or Potential Buhrmann Termination Event has occurred;

 

(m)                               **InsolvencyProcedures:**  no corporate action has beentaken or is pending, no other steps (whether out of court or otherwise) havebeen taken and no legal proceedings have been commenced or are threatened or arepending for (i) its winding-up,liquidation, dissolution, administration or reorganization, (ii) it toenter into any composition or arrangement with its creditors or (iii) theappointment of a receiver, administrative receiver, trustee or similar officerin respect of it or any of its property, undertaking or assets and no eventequivalent to any of the foregoing has occurred in or under the laws of anyrelevant jurisdiction;

 

(n)                                 **Information:**  none of the information and reports furnished by it inconnection with the negotiation and entry into of the transactions envisaged bythe Transaction Documents is (or, in the case of oral information, was whengiven) inaccurate in any material respect, or contains any materialmisstatement of fact or omits to state a material fact or any fact necessary tomake the statements contained therein not materially misleading and it is notaware of any fact, information or circumstance the omission of which from suchinformation or reports would reasonably affect

 

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the decision of any potential participantwhether to participate in the arrangements contemplated in the TransactionDocuments, its assessment of the rights being acquired in relation to any USReceivables contributed by it, the risks associated with the portfolio of USReceivables contributed by it or the risks associated with the transactions andarrangements contemplated in the Transaction Documents;

 

(o)                                 **NoLitigation:  **no litigation to which it isa party or which any third party has brought against it in any court, arbitraltribunal or public or administrative body or otherwise and which, if adverselydetermined could reasonably be expected to have a Material Adverse Effect;

 

(p)                                 **Ownership:**  it is an indirectwholly-owned subsidiary ofParent;

 

(q)                                 **Licenses:**  it has all material licenses that are necessary forcarrying on its business;

 

(r)                                    **InvestmentCompany Act:**  it is not an “investment company” within themeaning of the United States Investment Company Act of 1940, as amended, or isexempt from all of the provisions of such Act;

 

(s)                                  **Placeof Business:**  the chief executive office of such USOriginator is identified at the beginning of the US Contribution Agreement,which office is the place where such US Originator is located for the purposesof Section 9-307 of theUniform Commercial Code (as in effect in the jurisdiction that governs theperfection of the ownership interest in the US Receivables contributed by suchUS Originator) and there have been no other such locations during the fourmonths preceding the date of the this Agreement;

 

(t)**                                    ERISA:  **no Encumbrance exists on any US Receivable contributed by it under ERISAor the Code and the rules and regulations promulgated thereunder; no ERISA Event has occurred or is reasonably expected to occur that,when taken together with all other such ERISA Events for which liability isreasonably expected to occur, could reasonably be expected to have a MaterialAdverse Effect;

 

(u)                                 **NoFraudulent Transfer**:  such US Originator (i) is consummating the transactionscontemplated by the Transaction Documents in good faith and for a valid legaland business reason, (ii) is not entering into any Transaction Documentwith the actual intent to hinder, delay or defraud its present or futurecreditors, (iii) is receiving reasonably equivalent and fair value for theUS Receivables being contributed by it under the US Contribution Agreement; and

 

(v)                                 **Status**: it is a “United States person” as defined in Code Section 7701(a)(30).

 

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**Part 2**

 

###### **Representations and Warrantiesrelating to the Parent**

 

(a)                                  **Status:**  it is duly organized and validly existing under the lawof its jurisdiction of incorporation;

 

(b)                                 **Powers and Authorizations:  **thedocuments which contain or establish its constitution include provisions whichgive power, and all necessary authority has been obtained and action taken, forit to own its assets, carry on its business and operations as they are nowbeing conducted and to sign and deliver, and perform the transactionscontemplated in, the Transaction Documents to which it is a party;

 

(c)                                  **LegalValidity/Pari Passu Ranking:**  itsobligations under the Transaction Documents to which it is a party constitute,or when executed by it will constitute, its legal, valid and bindingobligations enforceable against it in accordance with their respective terms,except as enforceability may be limited by applicable bankruptcy, insolvency,reorganization, moratorium, fraudulent conveyance or transfer or similar lawsaffecting the enforcement of creditors’ rights generally and by generalequitable principles (whether enforcement is sought by proceedings in equity orat law) and its obligations thereunder are and will be direct, unconditionaland general obligations which rank equally with all its other unsecuredobligations and liabilities, present or future, actual or contingent, save forunsecured obligations and liabilities accorded preference over its otherunsecured obligations and liabilities pursuant to any applicable provision law;

 

(d)                                 **Non-Violation:**  theexecution, signing and delivery of the Transaction Documents to which it is aparty and the performance of any of the transactions contemplated in any ofthem do not and will not contravene or breach or constitute a default under orconflict or be inconsistent with or cause to be exceeded any limitation on itor the powers of its members imposed by or contained in:

 

(i)                  any law, statute, decree, rule or regulation to which it or any ofits assets or revenues is subject or of any order, judgment, injunction,decree, resolution, determination or award of any court or any judicial,administrative, or governmental authority or organization which applies to itor any of its assets or revenues; or

 

(ii)               anyagreement, indenture, mortgage, deed of trust, bond, or any other document,instrument or obligation to which it is a party or by which any of its assetsor revenues is bound or affected; or

 

(iii)            anydocument which contains or establishes its constitution;

 

which mightmaterially and adversely affect its ability to observe or perform itsobligations under the Transaction Documents to which it is a party;

 

(e)                                  **Consents:  **noauthorization, approval, consent, license, exemption, registration, recording,filing or notarization and no payment of any duty or tax and no other actionwhatsoever which has not been duly and unconditionally obtained, made or takenis required to ensure the creation, the validity, legality, enforceability or priorityof its liabilities and obligations or of the rights of the US Master Purchaseror the Security Agent against it under the Transaction Documents;

 

(f)                                    **No Default:  **no eventhas occurred which constitutes, or which with the giving of notice and/or thelapse of time and/or a relevant determination would constitute, a contraventionof, or default under, any such law, statute, decree, rule, regulation, order,judgment, injunction, decree, resolution, determination or award or anyagreement, document or instrument by which it or any of

 

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its assets is bound or affected, being acontravention or default which could reasonably be expected to have a MaterialAdverse Effect;

 

(g)                                 **Tax Liabilities:**  all material and necessary returns have been deliveredby it or on its behalf to the relevant taxation authorities and it is not inmaterial default in the payment of any Taxes, and no claim is being assertedwith respect to Taxes which is not disclosed or reserved for in the most recentfinancial statements delivered in accordance with Clause 8.4(a)(ii) which,if adversely determined, would have a Material Adverse Effect;

 

(h)                                 **Accounts**:  its audited consolidatedfinancial statements (including the income statement and balance sheet) havebeen prepared on a basis consistently applied in accordance with the relevantaccounting standards and give a true and fair view of its results for therelevant period and the state of its affairs at that date;

 

(i)                                     **NoMaterial Adverse Change:**  since its mostrecent financial statements, there has been no change in its financialcondition or its operations that could reasonably be expected to have aMaterial Adverse Effect;

 

(j)                                     **NoBuhrmann TerminationEvent:  **no BuhrmannTermination Event or Potential Buhrmann Termination Event has occurred;

 

(k)                                  **InsolvencyProcedures:**  no corporate action has beentaken or is pending, no other steps have been taken and no legal proceedingshave been commenced or are threatened or are pending for (i) its winding-up, liquidation, dissolution,administration or reorganization, (ii) it to enter into any composition orarrangement with its creditors or (iii) the appointment of a receiver,administrative receiver, trustee or similar officer in respect of it or any ofits property, undertaking or assets and no event equivalent to any of theforegoing has occurred in or under the laws of any relevant jurisdiction;

 

(l)                                     **Information:**  none of the information and reports furnished by it inconnection with the negotiation and entry into of the transactions envisaged bythe Transaction Documents is (or, in the case of oral information, was whengiven) inaccurate in any material respect, or contains any materialmisstatement of fact or omits to state a material fact or any fact necessary tomake the statements contained therein not materially misleading and it is notaware of any fact, information or circumstance the omission of which from suchinformation or reports would reasonably affect the decision of any potentialparticipant whether to participate in the arrangements contemplated in theTransaction Documents, its assessment of the rights being acquired in relationto any US Receivables, the risks associated with the portfolio of USReceivables or the risks associated with the transactions and arrangementscontemplated in the Transaction Documents;

 

(m)                               **NoLitigation:  **no litigation to which it isa party or which any third party has brought against it in any court, arbitraltribunal or public or administrative body or otherwise and which, if adverselydetermined could reasonably be expected to have a Material Adverse Effect;

 

(n)                                 **Licenses:**  it has all material licenses that are necessary forcarrying on its business;

 

(o)                                 **InvestmentCompany Act:**  it is not an “investment company” within themeaning of the United States Investment Company Act of 1940, as amended, or isexempt from all of the provisions of such Act; and

 

(p)**                                 ERISA:  **no ERISA Event has occurred or is reasonablyexpected to occur that, when taken together with all other such ERISA Eventsfor which liability is reasonably expected to occur, could reasonably beexpected to have a Material Adverse Effect;

 

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###### **Part 3**

 

**Representations andWarranties relating to the US Receivables**

 

(a)                                  **US****Eligibility Criteria:**  each US Receivable contributed by it to theUS Master Purchaser complies in all respects with the US Eligibility Criteriaset out in Schedule 1;

 

(b)                                 **Ownershipof US Receivables:** immediately prior to the Contribution Date it owns good and marketabletitle to each US Receivable contributed by it and is entitled to transfer andassign and is transferring and assigning it to the US Master Purchaser freefrom any Encumbrance;

 

(c)                                  **Transferand Good Title: **inrelation to each US Receivable contributed by it, (i) the information setout in each Invoices File and Counterparty File, and the particulars of such USReceivable set out in any other information and statements of any kind suppliedor to be supplied to the US Master Purchaser as evidence of or relating to suchUS Receivable are in all material respects true, accurate, correct, completeand not misleading; (ii) on completion of the transfer of such USReceivable in accordance with Clause 4 hereof, the US Master Purchaserwill obtain good and marketable title to and beneficial ownership of suchUS Receivable free and clear of any Encumbrance; (iii) there are nolegal, regulatory or contractual restrictions or binding orders and no otherobligations which prevent the transfer of title of such US Receivable to the USMaster Purchaser; and (iv) the Contract from which such US Receivablederives does not contain any obligations of the US Originator of a personalnature or which involve personal skill or confidence or other personalconsiderations.

 

(d)**                                 Status of Contracts:**  all goods and/or documents to be deliveredor services to be supplied under the Contract under which such US Receivablearises have been delivered, dispatched or supplied to the relevant customer (orits agent or bank (as appropriate)) and, subject to returns, corrections anddilutions that occur in the ordinary course of business, all the requirementsof the Contract (including requirements as to the nature, description,specifications, amount, quantity, quality, fitness for purpose,merchantability, time of loading or delivery, manner and costs of delivery,insurance, carriage, and the nature, condition or terms of any documents) havebeen complied with in full and all other terms and conditions upon which thepayment of such US Receivable may be dependent have been fulfilled; no materialdefault, breach or violation has occurred under the Contract and no event whichcould constitute such a default, breach or violation has occurred;

 

(e)**                                  Valid and Binding:**  the Contract under which such US Receivablearises (i) was duly authorized by such US Originator and the other partiesthereto, (ii) is a legally valid and binding obligation of each of therelevant parties thereto which is and will be enforceable against such partiesin accordance with its terms and complies with all statutory and otherrequirements for its validity and (iii) there is no fact, circumstance, act,omission or state of affairs which would constitute a breach of any warranty, termor condition of the Contract or which would permit the relevant Obligor or anyother Person to reject the goods delivered (or to be delivered) or thedocuments tendered (or to be tendered) under the Contract or which wouldprovide the relevant Obligor (or any other person who is liable to make apayment in respect of such US Receivable) with any reason, justification,excuse or defense of any kind for not making timely payment in full of thewhole amount due in respect of such US Receivable, except for returns,corrections and dilutions that occur in the ordinary course of business;

 

(f)**                                    No Variation:**  there has been no variation, amendment, waiver or extension oftime of any kind in respect of the original terms of the Contract under whichsuch US Receivable arises which in any material way adversely affects the termsof such US Receivable, or its enforceability or collectability, except forreturns, corrections and dilutions that occur in the ordinary course ofbusiness;

 

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(g)**                                 No Violation:**  such US Receivable and such Contract under which suchUS Receivable arises do not contravene in any material respect anyapplicable law, rule or regulation and such US Originator has not and, so faras such US Originator is aware no other party to the Contract has,contravened any such law, rule, regulation or any agreement, judgment,injunction, order, decree or other instrument binding upon any of them, in eachcase which in any material way affects the enforceability or collectability ofsuch US Receivable;

 

(h)**                                 Business, Credit and Collection Policy:**  (i) such US Originator has compliedwith its usual business, underwriting, credit and collection criteria andprocedures in entering into the Contract under which such US Receivable arisesand in relation to the administration of such US Receivable to the date onwhich it is purchased hereunder (which criteria have been consistently appliedin the management of its business); and (ii) such US Originator has taken stepsto require that each Obligor makes payment of each US Receivable to a USLockbox Account;

 

(i)**                                     Documentary Sales:** the Contract under which such US Receivablearises does not provide for payment by means of a letter of credit, a bill ofexchange or promissory note;

 

(j)**                                     No Termination or Defense:**  the Contract under which such US Receivablearises has not been terminated or frustrated and is not subject to forcemajeure or any right of rescission; and there is no justification of any kindfor the non-payment of the fullFace Amount of such US Receivable when due;

 

(k)                                  **Set-off:**  there is not and such US Originator is notaware of any circumstances which, as of the date of its contribution, wouldgive rise to:

 

(i)                         any right of set-off,counterclaim, defense, or deduction in respect of such US Receivable; or

 

(ii)                      except as otherwise disclosed to the US Master Purchaser and theMaster Servicer, any Credit Note, discount, allowance or reverse invoice;

 

(l)                                     **Fraud,Dispute or Amendment: **theContract under which such US Receivable arises has not:

 

(i)                         been entered into fraudulently by the Obligor in respect thereof;

 

(ii)                      been passed to the claims or legal department or referred toexternal lawyers; or

 

(iii)                   had its terms modified or varied subsequent to the time when theContract was entered into save for the issuance of Credit Notes which havereduced the Face Amount and Purchase Price of such US Receivable;

 

(m)**                               Misrepresentation, Duress:**  the Contract under which such US Receivablearises was not entered into as a consequence of any conduct constituting fraud,misrepresentation, duress or undue influence by such US Originator, itsdirectors, members, officers, employees or agents or by any other person;

 

(n)                                 **Segregation:**  with effect from the timewhen such US Receivable is purchased by the US Master Purchaser, the “PurchasedOn Date” column contained in the Invoices File in respect of such US Receivableand which is contained in the computer systems of the US Master Purchaser willclearly designate a “1” (indicating a “yes”) indicator showing such USReceivable as having been transferred to the US Master Purchaser and thatit and all amounts collected in respect of it belong to the US MasterPurchaser;

 

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(o)                                 **Selection:**  such US Receivable is due under Contracts selectedrandomly (except in order to comply with this Agreement) from those complyingwith the representations and warranties contained in this Schedule 2;

 

(p)                                 **No Taxes:**

 

(i)                  Such Receivable is assignable free and clear of any sales ortransfer Taxes, and no payment to be received by the US Master Purchaser inrespect of such US Receivable is subject to any Taxes imposed bywithholding;

 

(ii)               theUS Master Purchaser is treated as a partnership for purposes of United StatesTreasury Regulation 1.7701-3(b)(1)(i);

 

(iii)            theUS Master Purchaser is not liable for any United States Tax imposed by a Statein which the Obligor in respect of such US Receivable resides or is organizedor through which the US Master Purchaser receives payments in respect of suchUS Receivable; and

 

(iv)           suchReceivable is not subject to any lien filed by the US Internal Revenue Serviceor the Pension Benefit Guaranty Corporation;

 

(q)                                 **DataProtection:** the disclosure of information relating to the Obligor in respect of suchUS Receivable as contemplated by this Agreement is not contrary to anyapplicable data protection law;

 

(r)                                    **Accounts:**  such US Receivable constitutes an “account”(and not an “instrument” or “chattel paper”) within the meaning of Section 9-102 of the Uniform Commercial Code;

 

(s)                                  **Location:**  such US Receivable arises from the sale ofgoods or provision or rendering of services within the United States;

 

(t)                                    **Perfection**: all financing statements and other documents required to be recorded orfiled in order to perfect and protect the US Master Purchaser’s ownershipinterest in such US Receivable against all creditors of the US Master Purchaserhave been duly filed in each filing office necessary for such purpose and allfiling fees and taxes, if any, payable in connection with such filings havebeen paid in full and the Security Agent has a first priority perfectedinterest therein; and

 

(t)                                    **LockboxPayment: **each Obligor has been instructed to make allpayments in respect of the US Receivables directly into a lockbox accountidentified in and subject to the terms of the US Lock Box and Assigned AccountAgreement

 

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##### **SCHEDULE 3**

 

###### **Form of USSolvency Certificate**

 

The undersigned, [NAME OF US ORIGINATOR], isable to pay its debts as they fall due and has not suspended making payments onany of its debts nor has it commenced negotiations with one or more of itscreditors with a view to rescheduling any of its indebtedness, by reason ofactual or anticipated financial difficulties nor does it expect for any suchevents to occur.

 

The fair saleable value of the assets of theundersigned exceeds the amount that will be required to be paid on or inrespect of the debts and other liabilities (including contingent, unmatured andsubordinated liabilities) of the undersigned as they mature and the undersignedhas not incurred debts, does not intend to incur debts and does not believethat it has incurred debts beyond its ability to pay such debts as theymature.  The undersigned is not engagedin, and is not about to engage in, a business or any transaction (including,without limitation, the transactions contemplated by the Transaction Documents)for which the undersigned has or will have unreasonably small capital to carryout its business as conducted or as proposed to be conducted.

 

Furthermore, the undersigned is not aware ofany proceedings having been or being instituted against it seeking a judgmentof insolvency, bankruptcy, suspension of payments or any other relief under anybankruptcy or insolvency law, nor is it aware of any such proceedings beingthreatened in respect of the undersigned, or of anything analogous and having asubstantially similar effect to any of the events specified above under thelaws of any jurisdiction in which the undersigned carries on its business orhas a material part of its assets.

 

[NAME OF US ORIGINATOR]

 
| By:    |   |   |
|--------|--------|--------|
| Name:  |
| Title: |
| Date:  |

 

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##### **SCHEDULE 4**

 

###### **Form of USCompliance Certificate**

 

To                                 Buhrmann Silver US LLC1 Environmental WayBroomfield, Colorado 80021-3416

 

Deutsche Trustee Company LimitedWinchester House1 Great Winchester StreetLondon EC2N 2DB

 

This certificate is delivered to you inaccordance with Clause 8.4(a) of the US Contribution Agreement datedSeptember 28, 2001 as amended and restated on July 18, 2002 (the ***US Contribution Agreement***).The definitions contained in the Master Definitions and Framework Deed dated 27September 2001, as amended and restated on September 28, 2001 and July 18,2002, shall apply to this certificate. The date of this certificate is[               ].

 

[NAME], a senior financial officer of [USORIGINATOR], does hereby certify that:

 

(i)                  as at [              ](1) no Buhrmann Termination Event orPotential Buhrmann Termination Event existed [other than[                ]](2) [and no BuhrmannTermination Event or Potential Buhrmann Termination Event existed at any timeduring the period since [the US Closing Date](3)/[the date of the lastcertificate delivered under Clause 8.4(a)](4)]; and

 

(ii)               duringthe period since [the US Closing Date]/[the date of the last certificatedelivered under Clause 8.4(a)] the US Originator has complied [in all respects]with its obligations under US Contribution Agreement and each of the otherTransaction Documents [other than[                  ]](5)

 
|   |   |
|--------|--------|
| Name:  |
| Title: |
| Date:  |

 

 

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(1)          Specifya date not more than ten Business Days before the date of [delivery of] thecertificate.

(2)          If anyBuhrmann Termination Event or Potential Buhrmann Termination Event did exist,give details; otherwise delete.

(3)          Includein respect of the first certificate delivered under Clause 8.4(a); otherwisedelete.

(4)          Includeunless the certificate is the first certificate delivered under Clause 8.4(a);in which case delete.

(5)          If theUS Master Purchaser/US Originator has failed to comply with any obligation,give details; otherwise delete.

 

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