Exhibit 2.5  TERMS AND CONDITIONS OF THE 2.00 PER CENT. GUARANTEED
CONVERTIBLE
SUBORDINATED BONDS DUE 2010  The following, subject to amendment, is the text of the
Terms and Conditions of the Bonds which will be endorsed on any certificates
representing the Bonds.  1General  1.1Description  Each Bond
represented by this certificate is one of a duly authorised issue of
subordinated debt securities of Buhrmann NV, a public company with limited
liability incorporated under the law of The Netherlands (the Issuer),
designated as its 2.00 per cent. Guaranteed Convertible Subordinated Bonds
due 2010 (the Bonds). The giving of the Guarantee by the Guarantors (as each
such term defined in Section 7.4) on the terms contained in the Guarantee
has been duly authorised by resolutions of their respective Board of Directors.
The Bonds are issued in the aggregate principal amount of up to
EUR 114,819,000. The Bonds have been issued subject to an agency agreement
(the Agency Agreement) dated as of 18 December 2003 among the
Issuer, Deutsche Bank AG, as fiscal agent and paying and conversion agent
(the Fiscal Agent), Deutsche Bank Luxembourg S.A. as registrar (the
Registrar), the other paying and conversion agents named herein (the
Conversion Agents) and Deutsche Bank AG, as calculation agent (the
Calculation Agent and, together with the Fiscal Agent, the Registrar and the
Conversion Agents, collectively, the Agents, which term shall include
successors and assigns of any such Agent as the context requires). The Bonds
will mature on 18 December 2010 (the Maturity Date). The Bonds are
issued in tradeable units of EUR 1,000 each or integral multiples of such
amount. Copies of the Agency Agreement are available for inspection by holders
of the Bonds during usual office hours at the specified offices of the Fiscal
Agent. The holders of the Bonds are bound by, and are deemed to have notice of,
all provisions of the Agency Agreement.  1.2Definitions  Capitalised
terms used herein are defined in Section 14.  
   2Status and Guarantee  2.1Status  The Bonds are
unsecured subordinated obligations of the Issuer, ranking without preference or
priority among themselves and will, in the event of any total or partial
liquidation, dissolution, winding-up, reorganisation, assignment for the
benefit of creditors or marshalling of assets and liabilities of the Issuer or
in a bankruptcy, reorganisation, insolvency, receivership or other similar
proceeding relating to the Issuer or its assets, whether voluntary or
involuntary, suspension of payments or composition or arrangement with
creditors of the Issuer, be subordinated in right of payment to the claims of
the holders of unsecured and unsubordinated payment obligations of the Issuer,
but will rank at least pari passu
with all other Subordinated Indebtedness of the Issuer and in priority to
indebtedness which by its terms ranks junior to the Bonds and the claims of
shareholders of the Issuer.  2.2Guarantee of the Bonds  Each of the
Guarantors has unconditionally and irrevocably guaranteed on a joint and
several basis to the Bondholders the due and punctual payment of all sums
expressed to be payable by the Issuer under the Bonds. The obligations of each
Guarantor are contained in the Guarantee. The Guarantee constitutes unsecured subordinated
obligations of the respective Guarantors which will in the event of any total
or partial liquidation, dissolution, winding-up, reorganisation, assignment for
the benefit of creditors or marshalling of assets and liabilities of such
Guarantor or in a bankruptcy, reorganisation, insolvency, receivership or other
similar proceeding relating to such Guarantor or its assets, whether voluntary
or involuntary, suspension of payments or composition or arrangement with
creditors of such Guarantor, be subordinated in right of payment to the claims
of the holders of unsecured and unsubordinated payment obligations of such
Guarantor and will rank at least pari passu
with all other Subordinated Indebtedness of such Guarantor and in priority to
indebtedness which by its terms ranks junior to the Guarantee and the claims of
shareholders of such Guarantor.  
   3Payments  3.1Principal  The principal
amount of each Bond will be payable on the earlier of its Redemption Date or
its Maturity Date. The amount due on the Maturity Date or, as the case may be,
the Redemption Date of each Bond shall be 100 per cent. of its principal
amount (the Redemption Price).  3.2Interest  (a)Generally  The Bonds bear
interest from and including the Closing Date at a rate per annum of
2.00 per cent. (the Interest Rate), payable annually in arrear on
18 June of each year and on the Maturity Date (each an Interest
Payment Date), commencing on 18 June 2004, except that the first
payment of interest will be in respect of the period from the Closing Date to
18 June 2004 and will be an amount equal to 10 per 1,000 principal
amount of Bonds and the last payment of interest will be in respect of the
period from 18 June 2010 to the Maturity Date and will be an amount
equal to 10 per 1,000 principal amount of Bonds. The interest payable on each
Interest Payment Date (other than in respect of the first Interest Period and
the last Interest Period) will be the interest accrued from and including
(A) the later of (1) the Closing Date and (2) the most recent
Interest Payment Date to which interest on the Bonds has been fully paid or
duly provided for, to but excluding (B) such Interest Payment Date (an
Interest Period). Whenever it is necessary to calculate interest for a period
of less than a full year, interest will be computed on the basis of a 365-day year
(or a 366-day year in the case of a leap year) and paid for the actual number
of calendar days elapsed.  (b)No Accrued Interest Upon Conversion  Notwithstanding
any other provision herein or in the Agency Agreement, no interest that shall
have accrued after the later of (A) the Closing Date and (B) the most
recent Interest Payment Date to which interest on the Bonds has been fully paid
or duly provided for, shall be payable in respect of any Bonds for which a
Conversion Notice shall have been given after such date and  
   where the
Delivery Date (as defined in Section 5.3 below) falls prior to the next
succeeding Interest Payment Date, even if such Delivery Date occurred after the
Record Date (as defined in Section 3.2(d) below) for such next
succeeding Interest Payment Date. Such accrued interest shall be treated as
forfeited upon conversion.  (c)Repayment of Certain Amounts  If any
Bondholder shall have received any interest payment to which it was not
entitled by virtue of Section 3.2(b) above or Section 3.2(d) below,
such Bondholder shall promptly repay the amount of such interest payment to the
Issuer by wire transfer in immediately available funds or in such other manner
notified by the Issuer to such Bondholder.  (d)Record Date  Without
prejudice to Section 3.2(b) above, the interest payable on any
Interest Payment Date will be paid to the Person in whose name the Bonds are
registered at the close of business on the Record Date. In these Conditions,
Record Date means the date falling five Business Days before the due date for
any payment.  3.3Due Date Not a Business Day  Notwithstanding
any other provision of the Bonds or the Agency Agreement, if the date on which
any principal, interest or other payment obligation is due falls on a calendar
day that is not a Business Day, the Issuer shall have until the next succeeding
Business Day to satisfy its payment obligation, and any such payment shall be
given the same force and effect as if made on the date on which such principal,
interest or other payment obligation was due. Bondholders shall not be entitled
to any further interest or other payments for such delay.  3.4Overdue Payment Obligations  Any overdue
principal of or interest on the Bonds, or any other overdue amount on any
payment obligation hereunder, will bear interest payable on demand at a rate
per annum equal to EURIBOR, from and including the date of default to but
excluding the date when paid.  
   3.5Payment Procedures  The Issuer,
failing whom the Guarantors, will discharge each of its payment obligations
hereunder by paying to the Fiscal Agent under the Agency Agreement, and causing
the Fiscal Agent to tender to each Bondholder, on or before the due date
thereof for value as of such due date an amount of euro in immediately available
funds that is sufficient to satisfy such payment obligation. All amounts
payable to any Bondholder hereunder, or to the Fiscal Agent under the Agency
Agreement will be paid to such account as appears on the Register at close of
business on the Record Date or as the Fiscal Agent shall notify to the Issuer,
as the case may be, in accordance with the terms of the Agency Agreement.  4Redemption  4.1Optional Redemption by the Issuer After Certain Date  Subject to the
terms and conditions of this Section 4.1, the Issuer shall have the right
to redeem the Bonds in whole, but not in part, at any time on or after
9 July 2008 at the Redemption Price, plus accrued interest to but
excluding the Redemption Date; provided that (i) the Issuer shall only
have the right to redeem the Bonds if the closing price of the Conversion
Securities according to the Euronext Daily Official List (Officiële Prijscourant) (the Daily
Official List) of Euronext Amsterdam shall have been in excess of 150 per
cent. of the Conversion Price then in effect or each of not less than
20 trading days in any period of 30 consecutive trading days on the
Official Segment of the Stock Market of Euronext Amsterdam and (ii) the
notice of redemption shall be sent to Bondholders no later than the fifth Business
Day immediately following the last day of the 30 trading day period. The
Issuer may exercise its option hereunder by giving each Bondholder notice not
less than 20 nor more than 40 Business Days prior to the Redemption
Date in accordance with Section 15.8 hereof. Any such notice by the Issuer
shall be irrevocable.  4.2Optional Redemption by the Issuer if Fifteen Per Cent
or Less of Bonds Remain Outstanding  Subject to the
terms and conditions of this Section 4.2, the Issuer shall have the right
to redeem the Bonds in whole, but not in part, at any time that the outstanding
aggregate principal amount of Bonds shall represent 15 per cent. or less
of the aggregate principal amount of Bonds originally issued. Bonds redeemable
pursuant to this  
   Section 4.2
shall be redeemable at the Redemption Price, plus accrued interest to but
excluding the Redemption Date. The Issuer may exercise its option hereunder by
giving each Bondholder notice no less than 20 Business Days nor more than
40 Business Days prior to the Redemption Date in accordance with
Section 15.8 hereof. Any such notice by the Issuer shall be irrevocable.  4.3Optional Redemption by the Bondholders upon the
Occurrence of a Change of Control  Upon the
occurrence of a Change of Control, each Bondholder shall, subject to the terms
and conditions of this Section 4.3, be entitled (but not be obliged) to
require the Issuer to redeem all or any of the Bonds held by such Bondholder on
the date fixed for redemption by the Issuer as set out below at the Redemption
Price together with interest accrued to but excluding the date fixed for
redemption as set out below, provided that such Bonds are not previously called
for redemption pursuant to Section 4.1 and 4.2 above.  Promptly after
the Issuer becomes aware of a Change of Control, it will:  (a)give notice of such Change of Control to the Bondholders in
accordance with Section 15.8 hereof; and  (b)fix a date for early redemption of the Bonds, which will be at least
30 days but not more than 60 days after the date on which it has
notified the Bondholders of the occurrence of a Change of Control.  If a
Bondholder wishes to exercise its rights of redemption upon the occurrence of a
Change of Control, it must give notice to the Fiscal Agent at least
14 days prior to the date set for redemption as set out under
(b) above substantially in the form or forms set forth in the Agency
Agreement.  The
definitions of certain defined terms used in this section are listed
below.  Control
means the right to appoint and/or remove all or the majority of the members of
the Supervisory Board (raad van
commissarissen) and/or the Executive Board (raad van bestuur) or other governing body
of the Issuer whether obtained directly or indirectly, and whether obtained by
ownership of share capital, the possession of voting rights, contract or
otherwise.  
   A Change of
Control occurs when:  (a)any Person acting alone acquires or Persons acting together acquire
Control of the Issuer or is or are considered to Control the Issuer if such
Person does not or Persons do not have, and would not be deemed to have,
Control of the Issuer at the Closing Date; or  (b)the Issuer sells, leases or transfers all or substantially all of
its assets to any other Person or Persons; or  (c)any Person acquires or Persons acting together acquire the legal or
beneficial ownership of the share capital of the Issuer which confers the right
to cast 51 per cent. or more of the votes which may ordinarily be cast at
a general meeting of shareholders of the Issuer; or  (d)a Merger Event shall occur, unless the consideration consists (or,
at the option of the holder of Conversion Securities may consist) solely of New
Securities.  However, a
Change of Control will not be deemed to have occurred solely as a result of the
issuance or transfer, with co-operation, of any preferred shares in the
Issuers capital.  For the
purposes of this Section 4.3, Person includes any individual, company,
corporation, firm, partnership, joint venture, undertaking, association, organisation,
trust, state or agency of a state, in each case whether or not being a separate
legal entity. It does not include the Issuers Supervisory Board or any other
governing board and does not include the Issuers direct or indirect
subsidiaries.  5Conversion Rights  5.1General  At any time
during the Conversion Period defined in Section 5.6 below and except as
provided herein, each Bondholder will have the right (the Conversion Rights)
to convert any or all of the Bonds held by it into Conversion Securities. The
conversion price is EUR 8.40 per Conversion Security, subject to
adjustment as provided in Section 5.4 below (the Conversion Price). The
initial Conversion Price represents an exchange ratio of 119.04 Conversion
Securities per EUR 1,000 principal amount of the Bonds (the Exchange
Ratio, as such ratio may be adjusted from time to time by dividing
EUR 1,000 by the then applicable Conversion Price). The maximum number of  
   Conversion
Securities convertible hereunder is 13,668,928, subject to adjustment in
accordance with Section 5.4.  5.2Procedures for Exercising Conversion Rights  Subject to the
terms and conditions of this Section 5.2, each Bondholder may exercise its
Conversion Rights by giving at its own expense to the Conversion Agent a
conversion notice and, if required under (ii) below, the relevant Bond
Certificate substantially in the form or forms set forth in the Agency
Agreement (each a Conversion Notice). The date on which such Conversion
Notice shall have been received by the Conversion Agent shall be the
Notification Date. The Conversion Securities will be delivered by credit to
an account with a financial institution. The Bondholder must include sufficient
details about the account and the financial institution in the Conversion
Notice to permit the Issuer to make or to cause to be made such delivery by
credit to such account. Once delivered to the Conversion Agent, a Conversion
Notice will be irrevocable unless an Event of Default shall have occurred and
is continuing on the Delivery Date, in which case the relevant Bondholders
shall be entitled to revoke the relevant Conversion Notice by giving notice to
the Conversion Agent.  (i)Write-down of Global Certificate  If the
Bondholder is a Central Securities Depository (as defined below) and the
certificate evidencing the Bonds being converted is the global certificate
evidencing the Bonds, the Bondholder must certify to the Conversion Agent that
the principal amount of the global certificate will be written down upon the conversion
to reflect such conversion as provided in the Agency Agreement.  (ii)Surrender of Bond Certificates  Any other
Bondholder must surrender any certificate evidencing the Bonds being converted
to the Conversion Agent on or before the Notification Date.  5.3Delivery of the Conversion Securities  The Issuer
shall on or before the third Conversion Business Day following the Notification
Date (the Delivery Date) cause to be delivered to the Bondholder, by
crediting the account with the financial institution specified by the
Bondholder in its Conversion Notice, the number of Conversion Securities
determined by the  
   following
formula (the Conversion Formula) (such calculation being applied, where
appropriate, also in relation to any Spin-off Securities, Reclassified
Securities, or New Securities as defined below or equity securities which may
be required to be delivered upon exercise of conversion rights pursuant to
Section 5.4(a)(x), Section 5.4(c) or Section 7.1), rounded down
to the nearest whole number:  P X  where:  P =the aggregate principal amount of the Bonds being converted by the
Bondholder;  and  X =the Conversion Price in effect on the Notification Date.  Any Conversion
Securities tendered for delivery in this manner will be fully paid and
non-assessable on the Delivery Date.  (a)Settlement Disruption Event  If a
Settlement Disruption Event occurs between the Notification Date and the
Delivery Date, and delivery of any Conversion Securities cannot be effected on
the Delivery Date, then solely for purposes of this Section 5.3 the
Delivery Date will be postponed until the first succeeding calendar day on
which delivery of the Conversion Securities can take place through a national
or international settlement system or in any other commercially reasonable
manner.  (b)Fractional Conversion Securities  If, in the
absence of rounding, the Conversion Formula would not have generated a whole
number with respect to any Bondholder converting any Bonds for Conversion
Securities, the Issuer shall be required to pay such Bondholder (in lieu of
delivering Fractional Conversion Securities) an amount in cash (so long as such
amount is EUR 10 or more) equal to the following formula:  
   F × A  where:  F =the difference between (A) the number of Conversion Securities
generated by the Conversion Formula for such Bondholder before rounding and
(B) the number of Conversion Securities generated by the Conversion
Formula for such Bondholder after rounding; and  A =the Closing Price per Conversion Security on the Conversion Business
Day immediately preceding the Delivery Date.  Such cash
amount will be paid by the Issuer on the Delivery Date to the account specified
by the relevant Bondholder in the relevant Conversion Notice.  (c)No Payment or Adjustment for Accrued Dividends  Conversion
Securities made available to Bondholders on exercise of Conversion Rights will
rank pari passu in all respects
with the fully paid Conversion Securities in issue on the relevant Delivery
Date, except that Bondholders will not be entitled to receive any dividend or
other distribution declared payable to holders of record of Conversion
Securities as of a date prior to the date such Bondholder became a holder of
record of the Conversion Securities pursuant to Section 5.3(d) below.
No interest or other amount or adjustment will be paid or made in respect of
any such dividends or dividends.  (d)Ranking  A Bondholder
exercising its Conversion Rights shall be deemed to be a holder of record of
Conversion Securities on the Delivery Date, and shall be entitled to all
dividends, distributions and other entitlements determined by reference to a
record date on or after the Delivery Date.  
   5.4Adjustment of Conversion Price  (a)Non-Merger Events  The Conversion
Price will be adjusted as follows under the following circumstances:  (i)Stock Split or Consolidation  If there shall
have occurred a subdivision or consolidation of the Conversion Securities
(except for a Merger Event) into a greater or lesser number of Conversion
Securities, the Conversion Price will be adjusted as of the date on which such
event occurred by multiplying the Conversion Price then in effect by
Formula 1 in subsection 5.4(b) below.  (ii)Cash Dividend  If a Cash
Dividend (including the delivery of Conversion Securities in lieu of payment of
Cash Dividends) is paid on the Conversion Securities, the Conversion Price will
be adjusted as of the ex-dividend date of such Cash Dividend by multiplying the
Conversion Price then in effect by Formula 2 in subsection 5.4(b)
below.  (iii)Free Distribution or Dividend of Conversion
Securities  If the Issuer
makes or causes to be made a free distribution or dividend of Conversion
Securities to existing holders of Conversion Securities (including but not
limited to a distribution of Conversion Securities charged against reserves),
the Conversion Price will be adjusted as of the ex-dividend date of such free
distribution or dividend by multiplying the Conversion Price then in effect by
Formula 1 in subsection 5.4(b) below.  
   (iv)Granting of Rights or Warrants for
Conversion Securities at a Discount  If the Issuer
makes or causes to be made a free distribution or dividend of securities that
are convertible, exchangeable or otherwise exercisable into the Conversion
Securities to existing holders of Conversion Securities, the Conversion Price
will be adjusted as of the ex-dividend date of such free distribution or
dividend by multiplying the Conversion Price then in effect by Formula 2
in subsection 5.4(b) below.  (vii)Granting of Rights or Warrants for an
Equity-Linked Security  If the Issuer
grants or causes to be granted a right, warrant or other security to existing
holders of Conversion Securities giving them the right to purchase or subscribe
for securities that are convertible, exchangeable or otherwise exercisable into
the Conversion Securities, the Conversion Price will be adjusted as of the
ex-date of such grant by multiplying the Conversion Price then in effect by
Formula 2 in subsection 5.4(b) below.  (viii)Issuance of Equity-Linked Securities at a
Substantial Discount  If the Issuer
issues and sells, or causes to be issued and sold, securities that are
convertible, exchangeable or otherwise exercisable into Conversion Securities
and the sale price per equity-linked security together with any other
consideration received or receivable by the Issuer, in respect of such
equity-linked security is less than 95 per cent. of the arithmetic mean of
the daily Closing Prices of the Conversion Securities during the five Conversion
Business Day period immediately preceding the pricing of such newly issued
equity-linked securities, the Conversion Price will be adjusted immediately
following the pricing of such equity-linked security by multiplying the
Conversion Price then in effect by Formula 3 in subsection 5.4(b)
below.  
   (ix)Free Distribution or Dividend of or
Granting of Rights or Warrants for Other Property  If the Issuer
makes or causes to be made a free distribution or dividend of, or grants a
right, warrant or other security giving the right to purchase at less than fair
market value, any other property (not covered by another Section of this
subsection 5.4(a)) to existing holders of Conversion Securities, the
Conversion Price will be adjusted as of the ex-date of such free distribution,
dividend or grant by multiplying the Conversion Price then in effect by
Formula 2 in subsection 5.4(b) below.  (x)Spin-Off or Subdivision of Conversion
Securities into Classes  If the Issuer
distributes, or causes to be distributed, to existing holders of Conversion
Securities (a Spin-off Event) equity securities of an issuer other than the
Issuer (the Spin-off Securities), or subdivides (a Reclassification) the
Conversion Securities into two or more separately quoted classes of equity
securities (such new class(es) of equity securities, the Reclassified
Securities), then one of the following adjustments will be made (as
appropriate and subject as provided therein), as selected by the Issuer (in
consultation with the Calculation Agent and two investment banks of
international repute selected by the Issuer) from among the options applicable
to such event, effective as of the ex-dividend date of any Spin-off Event or as
of the effective date of any Reclassification:  (1)in the case of a Spin-off Event or a Reclassification where the
Spin-off Securities or Reclassified Securities, as the case may be, are
publicly traded on a recognised exchange, the Conversion Securities shall
thereafter comprise the securities comprising either the Conversion Securities
immediately prior to such adjustment together with the Spin-off Securities (in
the case of a Spin-off Event) or the Reclassified Securities (in the case of a
Reclassification), in either case in the same amount as the Bondholder would have
been entitled to receive had he converted the Bonds into Conversion Securities
immediately  
   prior to the
record date of such Spin-off Event or the effective date of such
Reclassification;  (2)in the case of a Spin-off Event, the Conversion Price will be
adjusted by multiplying the Conversion Price then in effect by the fraction
expressed by Formula 2 in subsection 5.4(b) below;  (3)in the case of a Spin-off Event, where the Spin-off Securities are
publicly traded on a recognised exchange, within five Conversion Business Days
after the ex-dividend date of the Spin-off Event, the Issuer will deliver the
Spin-off Securities to each Bondholder in the same amount as the Bondholder
would have been entitled to receive had he converted the Bonds into Conversion
Securities immediately prior to the record date of such Spin-off Event or the
effective date of such Reclassification; or  (4)in the case of a Spin-off Event, where the Spin-off Securities are
publicly traded on a recognised exchange, within five Conversion Business Days
after the ex-dividend date of the Spin-off Event, the Issuer will pay to each
Bondholder an amount of euro equal to the number of such Spin-off Securities as
such Bondholder would have been entitled to receive had he converted the Bonds
into Conversion Securities immediately prior to the record date of such
Spin-off Event multiplied by the fair market value of the Spin-off Securities
on a per share basis.  If the Issuer
selects option (1):  (01)In the case of a Spin-off Event, each Bond will thereafter be
convertible into the Conversion Securities and the relevant Spin-off Securities
(in the amount determined as provided in (1) subject to adjustment mutatis mutandis as provided in these
terms and conditions and for such purposes the initial Conversion Price in
respect of such Spin-off Securities upon the relevant Spin-off Event shall be
calculated by dividing the principal amount of each Bond by the number of
Spin-off  
   Securities the
holder of such Bond would have been entitled to receive had he converted the
Bonds into Conversion Securities immediately prior to the record date of such
Spin-off Event).  No adjustment
shall be made to the Conversion Price in respect of the Conversion Securities
as a result of such Spin-off Event.  (02)In the case of a Reclassification, the Bonds will thereafter be
convertible into each class of the Reclassified Securities (in each case in the
amount determined as provided in (01) subject to adjustment mutatis mutandis as provided in these
terms and conditions) and for such purposes the initial Conversion Price in
respect of each class of Reclassified Securities upon the Reclassification
shall be calculated by dividing the principal amount of each Bond by the number
of such Reclassified Securities as the holder of such Bond would have been
entitled to receive had he converted the Bonds into Conversion Securities
immediately prior to the effective date of such Reclassification. If the Issuer
shall select option (3) or (4) the Bonds will continue to be convertible
into Conversion Securities as provided in these terms and conditions and no
adjustment shall be made to the Conversion Price as a result of the relevant
Spin-off Event.  (xi)Self-tender Offers  The Issuer or
any of its subsidiaries commences a tender or exchange offer for Conversion
Securities and the fair market value of the cash and other consideration
offered per Conversion Security (as determined by the Calculation Agent in good
faith in consultation with two investment banks of international repute)
exceeds the value of P in Formula 4 in subsection 5.4(b) below, the
Conversion Price will be adjusted retroactively with effect from the open of
business on the Conversion Business Day immediately following the Expiration
Time (as defined below) by multiplying the Conversion Price then in effect by
the fraction (which shall not be greater than one) expressed by Formula 4
in subsection 5.4(b) below.  
   (b)Adjustment Formulae  The formulae
to be applied in subsection 5.4(a) to adjust the Conversion Price are
as follows:  Formula 1:  X Y  where:  X =the number of Conversion Securities outstanding immediately prior to
the occurrence of such event.  Y =the number of Conversion Securities outstanding immediately after
the occurrence of such event.  Formula 2:  P  d P  where:  P =the arithmetic mean of the daily Closing Prices of the Conversion
Securities during the eight Business Day period ending on the Business Day
immediately preceding the first day on which the Conversion Securities are traded
on Euronext Amsterdam ex the relevant Cash Dividend, distribution, rights,
warrants or other securities.  d =the fair market value of the Cash Dividend, distribution, rights,
warrants or securities or other property the subject of the relevant grant, as
the case may be.  Formula 3:  X
+ (Zxc/P) X + Z  
   where:  X =the number of Conversion Securities outstanding immediately prior to
the occurrence of such event.  P =the arithmetic mean of the daily Closing Prices of the Conversion
Securities during the five Conversion Business Day period immediately preceding
the pricing of the securities to be sold.  Z =the number of (i) Conversion Securities to be sold or
(ii) Conversion Securities into which such other securities to be sold or
issued are convertible, exchangeable or otherwise exercisable.  c =(i) the sale price per security of the Conversion Securities to
be sold or (ii) the sale price of the securities to be sold or issued that
are convertible, exchangeable or otherwise exercisable into the Conversion
Securities, together with any other consideration received or receivable in
respect of such securities.  Formula 4:  N1xP A + (N2xP)  where:  N1 =the number of
Conversion Securities outstanding at the last time (the Expiration Time) tenders
or exchanges may be made pursuant to such tender or exchange offer (as it shall
have been amended), inclusive of all Conversion Securities validly tendered or
exchanged and not withdrawn as of the Expiration Time (the Purchased Shares).  N2 =the number of
Conversion Securities outstanding at the Expiration Time, exclusive of any
Purchased Shares.  P =the arithmetic mean of the daily Closing Prices of the Conversion
Securities during the five Conversion Business Day period immediately following
the Expiration Time.  
   A =the fair market value of the aggregate consideration payable to
holders of Conversion Securities based on the acceptance (up to any maximum
specified in the terms of the tender or exchange offer) of the Purchased
Shares.  (c)Merger Events  If, in respect
of a Merger Event, the consideration for the Conversion Securities consists
(or, at the option of the holder of the Conversion Securities, may consist) of
New Securities, Other Consideration or Combined Consideration, then on or after
the Merger Date each Bond shall be convertible into the number of New
Securities, the amount of Other Consideration or the amount of Combined
Consideration, as the case may be, to which a holder of the number of
Conversion Securities which would have been required to be delivered had such
Bond been converted immediately prior to the Merger Event would be entitled
upon consummation of the Merger Event. Where pursuant to the foregoing the
Bonds will be convertible into property including or comprising New Securities,
the initial Conversion Price in respect of such New Securities shall be
calculated by dividing the principal amount of each Bond by the number of such
New Securities (determined as provided above).  (d)Change of Control  If a Change of
Control occurs, the Conversion Price in respect of any Bonds in respect of
which Conversion Rights are exercised and the Notification Date falls not later
than 60 days following the giving of notice by the Issuer to the
Bondholders of the occurrence of such Change of Control will be as set out
below, in each case adjusted, if applicable, as described in the other
provisions of this Section 5.4.  
   Conversion
  Price(EUR)Offer DateFrom 18 December 2003 to 18 December 2004
  
  6.8571From 19 December 2004 to 18 December 2005
  
  7.1143From 19 December 2005 to 18 December 2006
  
  7.3714From 19 December 2006 to 18 December 2007
  
  7.6286From 19 December 2007 to 18 December 2008
  
  7.8857From 19 December 2008 to 18 December 2009
  
  8.1429From 19 December 2009 to Maturity Date
  
  8.4000  (e)Other Adjustments  No adjustment
to the Conversion Price will be required other than those specified above.
However, if the Issuer determines in good faith that an adjustment should be
made to the Conversion Price as a result of one or more events or circumstances
not referred to above in this Section 5.4 (even if the relevant event or
circumstances are specifically excluded from the operation of any or all of
Section 5.4(a) and 5.4(c) above), the Issuer may request the
Calculation Agent acting in conjunction with two investment banks of
international repute selected by the Issuer to determine as soon as practicable
what adjustment (if any) to the Conversion Price is fair and reasonable to take
account of such events or circumstances and the date on which such adjustment
should take effect. Upon such determination, such adjustment (if any) shall be
made and shall take effect in accordance with such determination.  (f)Procedures  Except as
otherwise provided, the Calculation Agent will make all adjustments to the
Conversion Price pursuant to Sections 5.4(a), 5.4(c) and 5.4(d), and
its calculation shall be binding on all parties except in the event of bad
faith or manifest or proven error. All references in the foregoing provisions
to the number of Conversion Securities outstanding shall exclude Conversion
Securities held by or on behalf of the Issuer, the Guarantors or any of their
respective Subsidiaries. None of the foregoing adjustment provisions shall apply
to any bona fide plan for the
benefit  
   of employees,
directors or consultants of the Issuer or any of its Subsidiaries now or
hereafter in effect. The Conversion Price resulting from any adjustment
provided for in Sections 5.4(a), 5.4(c) or 5.4(d) will be rounded to
the nearest ten-thousandth, with five hundred thousandths being rounded upward.  (g)De minimis Exception  No adjustment
to the Conversion Price pursuant to Sections 5.4(a), 5.4(c)
and 5.4(d) will be made if the adjustment would result in a change in the
Conversion Price of less than 1 per cent., provided that any adjustment
that would otherwise be required to be made and any amount by which the
Conversion Price has been rounded down pursuant to Section 5.4(f) will be
carried forward and taken into account in any subsequent adjustment.  (h)Notice  The Issuer
shall give notice to the Bondholders in accordance with Section 15.8 of
any change (or, at the Issuers discretion, any prospective change) to the
Conversion Price as soon as reasonably practicable following such change (or,
if the notice is given in respect of a prospective change, at such time as the
Issuer shall determine).  5.5Market Disruption Event  If a Market
Disruption Event occurs on any Conversion Business Day, the Closing Price of
the Conversion Securities for such day will be deemed to have been the Closing
Price on the first succeeding Valid Date (as defined below). If, with respect
to such Conversion Business Day, the first succeeding Valid Date has not
occurred as of the tenth Conversion Business Day immediately following such
Conversion Business Day, then the Calculation Agent will make a good faith
estimate of the Closing Price of the Conversion Securities that would have
prevailed on such Conversion Business Day but for such Market Disruption Event
and such estimate shall be deemed to be the Closing Price of the Conversion
Securities for such Conversion Business Day.  
   5.6Miscellaneous  (a)Conversion Period  Subject to
subsection (b) of this Section 5.6, the term Conversion Period
means any time on or after 27 January 2004 (or if such day is not a
Conversion Business Day, the next succeeding Conversion Business Day) to but
excluding the seventh day immediately preceding the Maturity Date.  (b)Early Termination of the Conversion Period for Bonds Called for
Redemption  If any Bonds
have been called for redemption, the Conversion Period will terminate at
5 p.m. (Amsterdam time) on the date which is the seventh day prior to the
Redemption Date, unless the Issuer fails to satisfy its redemption payment
obligations on the Redemption Date, in which event the Conversion Period in
respect of the relevant Bonds shall extend until the date on which the full
amount of such payment becomes available for payment and notice of such
availability has been given to Bondholders in accordance with Section 15.8
or, if earlier, the Maturity Date.  (c)Early Termination of the Conversion Period upon Acceleration  (i)if an Event of Default shall have occurred in respect of the Bonds;
and  (ii)the Bonds shall have been declared due and payable pursuant to
Section 8.5,  the Conversion Period will terminate on the date on which the Bonds are
so declared to be due and payable.  (d)Taxes or Duties  Each
Bondholder exercising Conversion Rights will be responsible for paying any and
all stamp, transfer, registration or other taxes or duties (if any) arising on
the exercise of the Conversion Right and on the transfer,  
   delivery or
other disposition of Conversion Securities by the Issuer; provided that capital
duty (kapitaalsbelasting), stamp
duty or any other taxes imposed by The Netherlands and payable upon delivery of
Conversion Securities on conversion shall be paid by the Issuer. Any such
duties or taxes payable by a Bondholder in the jurisdiction of the Conversion
Agent with whom the relevant Conversion Notice is deposited shall be required
to be paid to such Conversion Agent as a condition precedent to such
conversion. None of the Issuer or any Agent will impose any charge upon the
exercise of Conversion Rights.  5.7Repurchase of Bonds  The Issuer,
the Guarantors and any of their Subsidiaries or affiliates may at any time
purchase Bonds at any price in the open market or in privately negotiated
transactions, provided that such purchases are in compliance with applicable
law and stock exchange regulations. All Bonds which are so purchased will
forthwith be cancelled and may not be reissued or resold, and the principal
amount of the global certificate evidencing such Bonds will be reduced. As long
as the Bonds are listed on the Euronext Amsterdam, each year that a repurchase
of Bonds has taken place, the Issuer will announce the aggregate principal
amount of Bonds repurchased and the remaining aggregate principal amount of
Bonds outstanding, in accordance with Section 15.8 hereof.  6Withholding Taxes  6.1No Withholding or Deduction for Taxes Unless Required  All payments
of principal, interest and other amounts made by the Issuer in respect of the
Bonds or by a Guarantor pursuant to the Guarantee will be made without
deduction or withholding for, or on account of, any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed or
levied, collected, withheld or assessed by or on behalf of any Taxing Jurisdiction,
unless the withholding or deduction of such taxes, duties, assessments or
governmental charges is required by law or regulation or by the official
interpretation thereof. If any corporation assumes the Issuers rights and
obligations under the Bonds, the term Taxing Jurisdiction will include each
jurisdiction in which such corporation is resident for tax purposes from the
time it assumes the Issuers rights and obligations.  
   6.2No Additional Amounts  If any
deduction or withholding for, or on account of, any present or future taxes,
duties, assessments or governmental charges of any Taxing Jurisdiction shall at
any time be required to be made by the Issuer in respect of any amounts to be
paid by the Issuer in respect of the Bonds or by a Guarantor in respect of any
payment to be made by that Guarantor pursuant to the Guarantee, then such
payment shall be made subject to and after such deduction or withholding and
neither the Issuer nor such Guarantor shall be required to pay any additional
amounts in respect thereof.  7Covenants  7.1Covenant Not to Merge, Consolidate, Amalgamate, Sell,
Lease or Transfer Assets Except Under Certain Conditions  Neither the
Issuer nor any Guarantor will consolidate or amalgamate with or merge into any
other corporation or corporations (other than where the Issuer or, as the case
may be, the relevant Guarantor is the continuing entity), or sell, lease, or
transfer all or substantially all its assets, unless (A) the corporation
formed by such consolidation or amalgamation, or into which the Issuer or, as
the case may be, the relevant Guarantor shall have been merged, or which shall
have acquired such assets upon any such sale, lease or transfer shall have
expressly assumed the due and punctual payment of the principal of and interest
on all the Bonds and the due and punctual performance and observance of all of
the covenants and conditions of the Bonds to be performed or observed by the
Issuer or, as the case may be, the due and punctual performance and observance
of all of the covenants and conditions of the Guarantee to be performed or
observed by that Guarantor and (B) (x) each Bond shall thereafter be
convertible into the class and amount of shares and other securities, property
and assets (including cash) receivable upon such consolidation, amalgamation or
merger or sale, lease or transfer by a holder of the number of Conversion
Securities which would have been required to be delivered had such Bond been
converted into Conversion Securities immediately prior to such merger,
consolidation, amalgamation, sale, lease or transfer or (y) if, in the
case of any such sale, lease or transfer, no such shares or other securities,
property or assets are receivable by holders of Conversion Securities, the
Bonds will be convertible into  
   ordinary
shares or common stock or the like (comprising equity securities) of the
corporation which shall have acquired the relevant assets on such basis and
with a Conversion Price (subject to adjustment as provided in these terms and
conditions) as determined in good faith by the Calculation Agent in
consultation with two investment banks of international repute selected by the
Issuer. For the purposes thereof, the Issuer shall execute and deliver to each
of the Agents a supplement to the Agency Agreement satisfactory to the Fiscal
Agent. Such supplement will provide for adjustments which will be as nearly
equivalent as may be practicable to the adjustments provided for in these terms
and conditions. The provisions of this Section 7.1 will apply in the same
way to any subsequent merger, consolidation, amalgamation, sale, lease or
transfer. In case of any such consolidation, merger, sale, lease or transfer,
and following such an assumption by the successor corporation, such successor
corporation will succeed to and be substituted for the Issuer or, as the case
may be, the relevant Guarantor, with the same effect as if it had been named
herein or, as the case may be, named in the Guarantee. In the event of any such
sale, lease or transfer, following such an assumption by the successor
corporation, the Issuer or, as the case may be, the relevant Guarantor will be
discharged from all obligations and covenants under the Bonds and the Agency
Agreement or, as the case may be, under the Guarantee and may be liquidated and
dissolved.  7.2Reservation of Share Capital  The Issuer
covenants that it will at all times maintain authorised share capital free of
pre-emption rights sufficient for the issuance of Conversion Securities on
exercise of Conversion Rights in respect of all outstanding Bonds from time to
time.  7.3Negative Pledge  So long as any
of the Bonds remain outstanding but not later than the time when all amounts
payable under these terms and conditions or the Agency Agreement in respect of
all outstanding Bonds and in accordance with the Agency Agreement have been
placed at the disposal of the Fiscal Agent, each of the Issuer and the
Guarantors undertakes not to, and the Issuer shall procure that none of the
Guarantors secure, either by way of transferring or by encumbering any of its
assets or revenues, any of its indebtedness (including any liability, whether
actual or contingent under any guarantee or indemnity or otherwise) arising
from or in respect of any obligation pursuant to bond or note issues or other
similar  
   debentures of
the Issuer, the Guarantors or any other Person and which constitutes
Subordinated Indebtedness or permit any such indebtedness of the Issuer or the
Guarantors or any other Person to be secured by the creation of an encumbrance
upon such assets or revenues of any of their respective Subsidiaries nor to
cause any third party to transfer or encumber any of its assets or revenues, or
give a guarantee or indemnity as security for any such indebtedness of the
Issuer or the Guarantors without at the same time having the Bondholders share
equally and rateably in such security (or, in the case of a guarantee or
indemnity, obtaining a substantially identical undertaking of the same
obligor).  7.4Guarantors  The Issuer
will procure that any Subsidiary which becomes a guarantor under the Credit
Agreement shall, forthwith and simultaneously with the giving or becoming of
such guarantee, become a Guarantor in respect of the Bonds and shall enter into
a Guarantee, in the form set out in an appendix to the Agency Agreement
pursuant to which it will on a joint and several basis with all other
Guarantors from time to time, unconditionally and irrevocably guarantee, on a
subordinated basis, the obligations of the Issuer under the Bonds; provided
that if and to the extent that any Guarantor ceases to be a guarantor under the
Credit Agreement it shall forthwith and simultaneously cease to be a Guarantor
in respect of the Bonds and shall be discharged from all its obligations and
covenants under the Guarantee.  The Issuer
shall give notice to the Bondholders in accordance with Section 15.8
forthwith of any Subsidiary which becomes or ceases to be a Guarantor under
this Section.  8Events of Default  8.1Events of Default  The following
will be Events of Default (each an Event of Default) with respect to the
Bonds:  (a)Payment DefaultInterestthe failure to pay interest on any Bonds
when the same becomes due and payable and the default continues for a period of
30 days (whether or not such payment shall be prohibited by Section 9
or 10);  
    (b)Payment DefaultPrincipalthe failure to pay the principal on any
Bonds or any other amount payable in respect of the Bonds, when such principal
or other amount becomes due and payable, at maturity, upon redemption or
otherwise (including the failure to make a payment to redeem Bonds pursuant to
a Change of Control) (whether or not such payment shall be prohibited by
Section 9 or 10);  (c)Conversion Rightsthe Issuer fails to deliver Conversion Securities
upon exercise of Conversion Rights when the same is required to be delivered or
otherwise fails duly and punctually to comply with any of its obligations in
respect of the exercise of Conversion Rights and such default continues for a
period of 7 days;  (d)Breach of Agreementa default in the observance or performance of
any other covenant or agreement contained in these terms and conditions, the
Agency Agreement or the Guarantee which default continues for a period of
60 days after the Issuer receives written notice specifying the default
(and demanding that such default be remedied) from the holders of at least
25 per cent. of the outstanding principal amount of the Bonds;  (e)Cross-Accelerationthe failure to pay at final maturity (giving
effect to any applicable grace periods and any extensions thereof) the
principal amount of any Indebtedness of the Issuer or any Guarantor or any of
the Issuers Significant Subsidiaries, or the acceleration of the final stated
maturity of any such Indebtedness (which acceleration is not rescinded,
annulled or otherwise cured within 30 days of receipt by the Issuer or
such Guarantor of notice of any acceleration) if the aggregate principal amount
of such Indebtedness, together with the principal amount of any other such
Indebtedness in default for failure to pay principal at final maturity or which
has been accelerated (in each case with respect to which the 30-day period
described above has elapsed), aggregates US$25.0 million (or the
equivalent thereof in any other currency or currencies) or more at any time;  (f)Judgmentsone or more judgments in an aggregate amount in excess of
US$25.0 million (or the equivalent thereof in any other currency or
currencies) shall have been rendered  
   against the
Issuer or any Guarantor or any of the Issuers Significant Subsidiaries and
such judgments remain undischarged, unpaid or unstayed for a period of
60 days after such judgment or judgments become final and non-applicable;  (g)Bankruptcythe Issuer or any Guarantor or any of the Issuers
Significant Subsidiaries (i) commences a voluntary case or proceeding
under any Bankruptcy Law with respect to itself, (ii) consents to the
entry of a judgment, decree or order for relief against it in an involuntary
case or proceeding under any Bankruptcy Law, (iii) consents to the
appointment of a Custodian of it or for substantially all of its property,
(iv) consents to or acquiesces in the institution of a bankruptcy or an
insolvency proceeding against it, (v) makes a general assignment for the
benefit of its creditors or (vi) takes any corporate action to authorise
or effect any of the foregoing;  (h)Winding Upa court of competent jurisdiction enters a judgment,
decree or order for relief in respect of the Issuer or any Guarantor or any of
the Issuers Significant Subsidiaries in an involuntary case or proceeding
under any Bankruptcy Law, which shall (i) approve as properly filed a
petition seeking reorganisation, arrangement, adjustment or composition in
respect of the Issuer or any Guarantor or any of the Issuers Significant
Subsidiaries, (ii) appoint a Custodian of the Issuer or any Guarantor or
any of the Issuers Significant Subsidiaries or for substantially all of any of
its property or (iii) order the winding-up or liquidation of its affairs;
and such judgment, decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or  (i)Guarantee(x) the obligations of any Significant Subsidiary
under the Guarantee ceases to be in full force and effect (other than by reason
of release of such Guarantor from its obligations thereunder in accordance with
the terms and conditions of these Bonds), is declared to be null and void and
unenforceable or is found to be invalid, or (y) any Guarantor denies its
liability under the Guarantee (other than by reason of release of such
Guarantor from its obligations thereunder in accordance with the terms and
conditions of these Bonds).  
    If an Event of
Default (other than an Event of Default specified in Section 8.1(a), (b),
(g) and (h) shall occur and be continuing, holders of at least 25 per
cent. in principal amount of outstanding Bonds may declare the principal of and
accrued interest on all the Bonds to be due and payable by notice in writing to
the Issuer specifying the respective Event of Default and that it is a notice
of acceleration (the Acceleration Notice), and the same:  (x)shall become immediately due and payable; or  (y)if there are any amounts outstanding under the Credit Agreement,
shall become immediately due and payable upon the first to occur of an
acceleration under the Credit Agreement or 5 business days after receipt by the
Issuer of such Acceleration Notice, but only if such Event of Default is then
continuing.  If an Event of
Default specified in either Section 8.1(a), (b), (g) or (h) above
occurs and is continuing, then all unpaid principal of and accrued and unpaid
interest on all of the outstanding Bonds shall ipso
facto become and be immediately due and payable without any
declaration or other act on the part of any holder of the Bonds.  At any time
after a declaration of acceleration with respect to the Bonds as described
above, the holders of a majority in principal amount of the Bonds outstanding
may rescind and cancel such declaration and its consequences:  (1)if the rescission would not conflict with any judgment or decree;
and  (2)if all existing Events of Default have been cured or waived (except
nonpayment of principal or interest that has become due solely because of the
acceleration).  No such
rescission shall affect any subsequent default, Event of Default or impair any
right consequent thereto.  8.2Remedies  If an Event of
Default occurs and is continuing, a Bondholder may pursue any available remedy
by proceeding at law or in equity to collect the payment of principal of or
interest on the  
   Bonds or to
enforce the performance of any provision of the Bonds.  A delay or
omission by any Bondholder in exercising any right or remedy accruing upon an
Event of Default shall not impair the right or remedy or constitute a waiver of
or acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative to the extent permitted by law.  8.3Waiver of Past Defaults  The holders of
a majority in principal amount of the outstanding Bonds by notice to the Issuer
may waive an existing Default or Event of Default and its consequences, except
a Default in the payment of principal of or interest on any Bond as specified
in Section 8.1(a) or (b). When a Default or Event of Default is waived, it
is cured and ceases.  8.4Rights of Holders to Receive Payment  Notwithstanding
any other provision of these terms and conditions, the right of any Bondholder
to receive payment of principal of and interest on a Bond, on or after the
respective due dates expressed in such Bond, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of the Bondholder.  9Subordination of Bonds  9.1Bonds Subordinated to Senior Debt  Anything in
the terms and conditions of the Bonds to the contrary notwithstanding, the
Issuer, for itself and its successors, and each Bondholder, by his or her
acceptance of Bonds, agrees that the payment of all Obligations owing to the
Bondholders in respect of the Bonds is subordinated, to the extent and in the
manner provided in this Section 9, to the prior payment in full in cash or
Cash Equivalents, or such payment duly provided for to the satisfaction of the
holders of Senior Debt, of all Obligations on Senior Debt (including the
Obligations with respect to the Credit Agreement, whether outstanding on the
Closing Date or thereafter incurred).  
   This
Section 9 shall constitute a continuing offer to all Persons who become
holders of, or continue to hold, Senior Debt, and such provisions are made for
the benefit of the holders of Senior Debt and such holders are made obligees
hereunder and any one or more of them may enforce such provisions.  9.2Suspension of Payment When Senior Debt is in Default  (a)If any default occurs and is continuing in the payment when due,
whether at maturity, upon any redemption, by declaration or otherwise, of any
principal of, interest on, unpaid drawings for letters of credit issued in
respect of, or regularly accruing fees with respect to, any Senior Debt (a
Payment Default), then no payment or distribution of any kind or character
shall be made by or on behalf of the Issuer or any other Person on its or their
behalf with respect to any Obligations on or with respect to the Bonds or to
acquire any of the Bonds for cash or property or otherwise.  (b)If any other event of default (other than a Payment Default) occurs
and is continuing with respect to any Designated Senior Debt (as such event of
default is defined in the instrument creating or evidencing such Designated
Senior Debt) permitting the holders of such Designated Senior Debt then
outstanding to accelerate the maturity thereof (a Non-payment Default) and if
the Representative for the respective issue of Designated Senior Debt gives
notice of the event of default to the Issuer stating that such notice is a
payment blockage notice (a Payment Blockage Notice), then during the period
(the Payment Blockage Period) beginning upon the delivery of such Payment
Blockage Notice and ending on the earlier of the 180th day after such delivery
and the date on which (x) all events of default with respect to all
Designated Senior Debt have been cured or waived or cease to exist or
(y) all Designated Senior Debt with respect to which any such event of
default has occurred and is continuing is discharged or paid in full in cash or
Cash Equivalents, neither the Issuer nor any other Person on its behalf shall
(x) make any payment of any kind or character with respect to any
Obligations on or with respect to the Bonds or (y) acquire any of the
Bonds for cash or property or otherwise. Notwithstanding anything herein to the
contrary, (x) in no event shall a Payment Blockage Period extend beyond
180 days from the date the  
   applicable
Payment Blockage Notice is received by the Issuer and (y) only one such
Payment Blockage Period may be commenced within any 360 consecutive days. For
all purposes of this Section 9.2(b), no event of default which existed or
was continuing on the date of the commencement of any Payment Blockage Period
with respect to the Designated Senior Debt shall be, or be made, the basis for
the commencement of a second Payment Blockage Period by the Representative of such
Designated Senior Debt whether or not within a period of 360 consecutive days,
unless such event of default shall have been cured or waived for a period of
not less than 90 consecutive days (it being acknowledged that any subsequent
action, or any breach of any financial covenants for a period ending after the
date of commencement of such Payment Blockage Period that, in either case,
would give rise to an event of default pursuant to any provisions under which
an event of default previously existed or was continuing shall constitute a new
event of default for this purpose).  (c)In the event that, notwithstanding the foregoing, any payment shall
be received by any Bondholder when such payment is prohibited by the foregoing
provisions of this Section 9.2, such payment shall be held for the benefit
of, and shall be paid over or delivered to, the holders of Senior Debt (pro
rata to such holders on the basis of the respective amount of Senior Debt held
by such holders) or their respective Representatives, as their respective
interests may appear.  Nothing
contained in this Section 9 shall limit the right of the Bondholders to
take any action to accelerate the maturity of the Bonds pursuant to
Section 8 or to pursue any rights or remedies hereunder; provided that all
Senior Debt thereafter due or declared to be due shall first be paid in full in
cash or Cash Equivalents before the Bondholders are entitled to receive any
payment of any kind or character with respect to Obligations on the Bonds.  9.3Bonds Subordinated to Prior Payment of All Senior Debt
on Dissolution, Liquidation or Reorganisation of the Issuer  (a)Upon any payment or distribution of assets of the Issuer of any kind
or character, whether in cash, property or bonds, to creditors upon any total or
partial liquidation, dissolution, winding up, reorganisation, assignment for
the benefit of  
   creditors or
marshalling of assets and liabilities of the Issuer or in a bankruptcy,
reorganisation, insolvency, receivership or other similar proceeding relating
to the Issuer or its assets, whether voluntary or involuntary (each, an Issuer
Insolvency Event), all Obligations due or to become due upon all Senior Debt
shall first be paid in full in cash or Cash Equivalents, or such payment duly
provided for to the satisfaction of the holders of Senior Debt, before any
payment or distribution of any kind or character is made on account of any
Obligations on or with respect to the Bonds, or for the acquisition of any of
the Bonds for cash or property or otherwise. Upon any such dissolution,
winding-up, liquidation, reorganisation, receivership or similar proceeding,
any payment or distribution of assets of the Issuer of any kind or character,
whether in cash, property or bonds, to which the Bondholders under these terms
and conditions would be entitled, except for the provisions hereof, shall be
paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other Person making such payment or distribution, or by the
Bondholders under these terms and conditions if received by them, directly to
the holders of Senior Debt (pro rata to such holders on the basis of the
respective amounts of Senior Debt held by such holders) or their respective
Representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of Senior Debt remaining
unpaid until all such Senior Debt has been paid in full in cash or Cash Equivalents
after giving effect to any concurrent payment, distribution or provision
therefor to or for the holders of Senior Debt.  (b)To the extent any payment of Senior Debt (whether by or on behalf of
the Issuer, as proceeds of security or enforcement of any right of setoff or
otherwise) is declared to be fraudulent or preferential, set aside or required
to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent
or other similar Person under any bankruptcy, insolvency, receivership, fraudulent
conveyance or similar law, then, if such payment is recovered by, or paid over
to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other
similar Person, the Senior Debt or part thereof originally intended to be
satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred.  
   Any diminution
(whether pursuant to court decree or otherwise, including without limitation
for any of the reasons described in the preceding sentence) of the Issuers
obligation to make any distribution or payment pursuant to any Senior Debt,
except to the extent such diminution occurs by reason of the repayment (which
has not been disgorged or returned) of such Senior Debt in cash or Cash
Equivalents, shall have no force or effect for purposes of the subordination
provisions contained in this Section 9, with any turnover of payments as
otherwise calculated pursuant to this Section 9 to be made as if no such
diminution had occurred.  (c)In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Issuer of any kind or character, whether in cash,
property or Bonds, shall be received by any Bondholder when such payment or
distribution is prohibited by this Section 9.3, such payment or distribution
shall be held for the benefit of, and shall be paid over or delivered to, the
holders of Senior Debt (pro rata to such holders on the basis of the respective
amount of Senior Debt held by such holders) or their respective
Representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of Senior Debt remaining
unpaid until all such Senior Debt has been paid in full in cash or Cash
Equivalents, after giving effect to any concurrent payment, distribution or
provision therefor to or for the holders of such Senior Debt.  (d)The consolidation of the Issuer with, or the merger of the Issuer
with or into, another corporation, partnership, trust or limited liability
Issuer or the liquidation or dissolution of the Issuer following the conveyance
or transfer of all or substantially all of its assets, to another corporation,
partnership, trust or limited liability issuer as long as permitted under the
terms of the Senior Debt shall not be deemed a dissolution, winding-up,
liquidation or reorganisation for the purposes of this Section if such
other corporation shall, as a part of such consolidation, merger, conveyance or
transfer, assume the Issuers obligations under the Bonds and the Agency
Agreement.  
    9.4Payments May Be Paid Prior to Dissolution  Nothing
contained in this Section 9 or elsewhere in these terms and conditions
shall prevent (i) the Issuer, except under the conditions described in
Sections 9.2 and 9.3, from making payments at any time for the purpose of
making payments of principal of and interest and any other amounts on the Bonds
to the Bondholders entitled thereto unless at least two Business Days prior to the
date upon which such payment would otherwise become due and payable the Issuer
shall have actually received the written notice provided for in the first
sentence of Section 9.2(b) (provided that, notwithstanding the foregoing,
the Bondholders receiving any payments made in contravention of
Section 9.2 and/or Section 9.3 (and the respective such payments)
shall otherwise be subject to the provisions of Section 9.2 and
Section 9.3). The Issuer shall give prompt written notice to the Fiscal
Agent and the Bondholders of any dissolution, winding-up, liquidation or
reorganisation of the Issuer, although any delay or failure to give any such
notice shall have no effect on the subordination provisions contained herein.  9.5Holders To Be Subrogated to Rights of Holders of
Senior Debt  Subject to the
payment in full in cash or Cash Equivalents of all Senior Debt, the Bondholders
shall be subrogated to the rights of the holders of Senior Debt to receive
payments or distributions of cash, property or bonds of the Issuer applicable
to the Senior Debt until the Bonds shall be paid in full; and, for the purposes
of such subrogation, no such payments or distributions to the holders of the
Senior Debt by or on behalf of the Issuer, or by or on behalf of the
Bondholders by virtue of this Section 9, which otherwise would have been
made to the Bondholders shall, as between the Issuer and the Bondholders, be
deemed to be a payment by the Issuer to or on account of the Senior Debt, it
being understood that the provisions of this Section 9 are and are
intended solely for the purpose of defining the relative rights of the
Bondholders, on the one hand, and the holders of Senior Debt, on the other
hand.  9.6Obligations of the Issuer Unconditional  Nothing
contained in this Section 9 or elsewhere in these terms and conditions is
intended to or shall impair, as among the Issuer,  
   its creditors
other than the holders of Senior Debt, and the Bondholders, the obligation of
the Issuer, which is absolute and unconditional, to pay to the Bondholders the
principal of and any interest and other amounts on the Bonds as and when the
same shall become due and payable in accordance with the terms and conditions
of the Bonds, or is intended to or shall affect the relative rights of the
Bondholders and creditors of the Issuer other than the holders of the Senior
Debt, nor shall anything herein or therein prevent any Bondholder from
exercising all remedies otherwise permitted by applicable law upon default
under these terms and conditions, subject to the rights, if any, in respect of
cash, property or securities of the Issuer received upon the exercise of any
such remedy.  9.7Notice to Holders  The Issuer
shall give prompt written notice to the Fiscal Agent and the Bondholders of any
fact known to the Issuer which would prohibit the making of any payment in
respect of the Bonds pursuant to the provisions of this Section 9,
although any delay or failure to give any such notice shall have no effect on
the subordination provisions contained herein.  9.8Reliance on Judicial Order or Certificate of
Liquidating Agent  Upon any
payment or distribution of assets of the Issuer referred to in this
Section 9, the Bondholders shall be entitled to rely upon any order or
decree made by any court of competent jurisdiction in which any insolvency,
bankruptcy, receivership, dissolution, winding-up, liquidation, reorganisation
or similar case or proceeding is pending, or upon a certificate of the
receiver, trustee in bankruptcy, liquidating trustee, assignee for the benefit
of creditors, agent or other person making such payment or distribution,
delivered or notified to Bondholders, for the purpose of ascertaining the
persons entitled to participate in such payment or distribution, the holders of
the Senior Debt and other Indebtedness of the Issuer, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Section 9.  9.9Subordination Rights Not Impaired by Acts or Omissions
of the Issuer or Holders of Senior Debt  No right of
any present or future holders of any Senior Debt to enforce subordination as
provided herein shall at any time in any  
   way be
prejudiced or impaired by any act or failure to act on the part of the Issuer
or by any act or failure to act, in good faith, by any such holder, or by any
non-compliance by the Issuer with the terms of these terms and conditions,
regardless of any knowledge thereof which any such holder may have or otherwise
be charged with.  Without in any
way limiting the generality of the foregoing paragraph, the holders of Senior
Debt may, at any time and from time to time, without the consent of or notice
to the Bondholders, without incurring responsibility to the Bondholders and
without impairing or releasing the subordination provided in this
Section 9 or the obligations hereunder of the Bondholders to the holders
of the Senior Debt, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, Senior Debt, or otherwise amend or supplement in any manner Senior Debt,
or any instrument evidencing the same or any agreement under which Senior Debt
is outstanding; (ii) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Senior Debt;
(iii) release any Person liable in any manner for the payment or
collection of Senior Debt; and (iv) exercise or refrain from exercising
any rights against the Issuer and any other Person.  9.10This Section 9 Not To Prevent Events of Default  The failure to
make a payment on account of principal of or interest or any other amounts on
the Bonds by reason of any provision of this Section 9 will not be
construed as preventing the occurrence of an Event of Default or preventing the
Bonds together with accrued interest becoming due and payable or preventing the
Bondholders from taking any action in relation thereto, including under
applicable bankruptcy or insolvency laws.  9.11This Section 9 Not To Prevent Conversion  Nothing in
this Section shall prevent or affect the right of a Bondholder to exercise
Conversion Rights or affect the obligations of the Issuer following or in
relation or in respect of such exercise.  
   10Subordination of Guarantee  10.1Guarantee Obligations Subordinated to Guarantor Senior
Debt  Anything in
the terms and conditions of the Bonds and the Guarantee to the contrary
notwithstanding, each of the Guarantors, for itself and its successors, and
each Bondholder, by his or her acceptance of Guarantee, agrees that the payment
of all Obligations owing to the Bondholders in respect of its Guarantee is
subordinated, to the extent and in the manner provided in this Section 10,
to the prior payment in full in cash or Cash Equivalents, or such payment duly
provided for to the satisfaction of the holders of Guarantor Senior Debt, of
all Obligations on Guarantor Senior Debt of such Guarantor (including the
Obligations with respect to the Credit Agreement, whether outstanding on the
Closing Date or thereafter incurred).  This
Section 10 shall constitute a continuing offer to all Persons who become
holders of, or continue to hold, Guarantor Senior Debt, and such provisions are
made for the benefit of the holders of Guarantor Senior Debt and such holders
are made obligees hereunder and any one or more of them may enforce such
provisions.  10.2Suspension of Guarantee Obligations When Guarantor
Senior Debt Is in Default  (a)If any default occurs and is continuing in the payment when due,
whether at maturity, upon any redemption, by declaration or otherwise, of any
principal of, interest on, unpaid drawings for letters of credit issued in
respect of, or regularly accruing fees with respect to, any Guarantor Senior
Debt (including, without limitation, guarantees of the foregoing items which
constitute Guarantor Senior Debt), then no payment of any kind or character
shall be made by or on behalf of such Guarantor or any other Person on its
behalf with respect to any Obligations in respect of the Guarantee or to
acquire any of the Bonds for cash or property or otherwise and until such
Payment Default shall have been cured or waived or ceases to exist or such
Guarantor Senior Debt shall have been discharged or paid in full in cash or
Cash Equivalents.  
   (b)During any Payment Blockage Period (as determined in accordance with
Section 9.2(b)), including the limitations set forth therein), neither any
Guarantor nor any other Person on any Guarantors behalf shall (x) make
any payment of any kind or character with respect to any Guarantee or
(y) acquire any of the Bonds for cash or property or otherwise.  (c)In the event that, notwithstanding the foregoing, any payment shall
be received by any Bondholder when such payment is prohibited by the foregoing
provisions of this Section 10.2, such payment shall be held for the
benefit of, and shall be paid over or delivered to, the holders of Guarantor
Senior Debt (pro rata to such holders on the basis of the respective amount of
Guarantor Senior Debt held by such holders) or their respective
Representatives, as their respective interests may appear.  10.3Guarantee Obligations Subordinated to Prior Payment of
All Guarantor Senior Debt on Dissolution, Liquidation or Reorganisation of Such
Guarantor  (a)Upon any payment or distribution of assets of any Guarantor of any
kind or character, whether in cash, property or securities, to creditors upon
any total or partial liquidation, dissolution, winding up, reorganisation,
assignment for the benefit of creditors or marshalling of assets of such
Guarantor or in a bankruptcy, reorganisation, insolvency, receivership or other
similar proceeding relating to such Guarantor or its property, whether
voluntary or involuntary, (each, a Guarantor Insolvency Event) all
Obligations due or to become due upon all Guarantor Senior Debt shall first be
paid in full in cash or Cash Equivalents, or such payment duly provided for to
the satisfaction of the holders of Guarantor Senior Debt, before any payment or
distribution of any kind or character is made on account of any Obligations
relating to any Guarantee or for the acquisition of any of the Securities for
cash or property or otherwise. Upon any such dissolution, winding-up,
liquidation, reorganisation, receivership or similar proceeding, any payment or
distribution of assets of such Guarantor of any kind or character, whether in
cash, property or securities, to which the Bondholders under these terms and
conditions would be entitled, except for the provisions hereof, shall be paid
by such Guarantor or by any receiver, trustee in bankruptcy, liquidating
trustee,  
   agent or other
Person making such payment or distribution, or by the Bondholders under these
terms and conditions if received by them, directly to the holders of Guarantor
Senior Debt (pro rata to such holders on the basis of the respective amounts of
Guarantor Senior Debt held by such holders) or their respective
Representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Guarantor Senior Debt may have been issued, as their
respective interests may appear, for application to the payment of Guarantor
Senior Debt remaining unpaid until all such Guarantor Senior Debt has been paid
in full in cash or Cash Equivalents after giving effect to any concurrent
payment, distribution or provision therefor to or for the holders of Guarantor
Senior Debt.  (b)To the extent any payment of Guarantor Senior Debt (whether by or on
behalf of a Guarantor, as proceeds of security or enforcement of any right of
setoff or otherwise) is declared to be fraudulent or preferential, set aside or
required to be paid to any receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar law, then, if such payment is
recovered by, or paid over to, such receiver, trustee in bankruptcy,
liquidating trustee, agent or other similar Person, the Guarantor Senior Debt
or part thereof originally intended to be satisfied shall be deemed to be
reinstated and outstanding as if such payment had not occurred. Any diminution
(whether pursuant to court decree or otherwise, including without limitation
for any of the reasons described in the preceding sentence) of any Guarantors
obligation to make any distribution or payment pursuant to any Guarantor Senior
Debt, except to the extent such diminution occurs by reason of the repayment
(which has not been disgorged or returned) of such Guarantor Senior Debt in
cash or Cash Equivalents, shall have no force or effect for purposes of the
subordination provisions contained in this Section 10, with any turnover
of payments as otherwise calculated pursuant to this Section 10 to be made
as if no such diminution had occurred.  (c)In the event that, notwithstanding the foregoing, any payment or
distribution of assets of any Guarantor of any kind or character, whether in
cash, property or securities, shall be received by any Bondholder when such
payment or distribution is prohibited by this Section 10.3, such  
   payment or
distribution shall be held for the benefit of, and shall be paid over or
delivered to, the holders of Guarantor Senior Debt (pro rata to such holders on
the basis of the respective amount of Guarantor Senior Debt held by such
holders) or their respective Representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Guarantor Senior Debt may
have been issued, as their respective interests may appear, for application to
the payment of Guarantor Senior Debt remaining unpaid until all such Guarantor
Senior Debt has been paid in full in cash or Cash Equivalents, after giving
effect to any concurrent payment, distribution or provision therefor to or for
the holders of such Guarantor Senior Debt.  (d)The consolidation of any Guarantor with, or the merger of any
Guarantor with or into, another corporation or the liquidation or dissolution
of a Guarantor following the conveyance or transfer of all or substantially all
of its assets, to another corporation as long as permitted under the terms of
the Guarantor Senior Debt shall not be deemed a dissolution, winding-up,
liquidation or reorganisation for the purposes of this Section if such
other corporation shall, as a part of such consolidation, merger, conveyance or
transfer, assumes the Guarantee of such Guarantor under the Bonds and the
Guarantee.  Subject to the
payment in full in cash or Cash Equivalents of all Guarantor Senior Debt, the
Bondholders shall be subrogated to the rights of the holders of Guarantor
Senior Debt of such Guarantor to receive payments or distributions of cash,
property or securities of such Guarantor applicable to such Guarantor Senior
Debt until all amounts owing on or in respect of the Guarantee Obligations
shall be paid in full; and, for the purposes of such subrogation, no such
payments or distributions to the holders of such Guarantor Senior Debt by or on
behalf of such Guarantor, or by or on behalf of the Bondholders by virtue of
this Section 10, which otherwise would have been made to the Bondholders
shall, as between such Guarantor and the Bondholders, be deemed to be a payment
by such Guarantor to or on account of such Guarantor Senior Debt, it being
understood that the provisions of this Section 10 are and are intended
solely for the purpose of defining the relative rights of the Bondholders, on
the one hand, and the holders of Guarantor Senior Debt, on the other hand.  
   10.6Guarantee Obligations of the Guarantors Unconditional  Nothing
contained in this Section 10 or elsewhere in these terms and conditions or
in the Guarantee is intended to or shall impair, as among the Guarantors, their
creditors other than the holders of Guarantor Senior Debt, and the Bondholders,
the obligation of the Guarantors, which is absolute and unconditional, to pay
to the Bondholders all amounts due and payable under the Guarantee as and when
the same shall become due and payable in accordance with the terms and
conditions of the Bonds and the Guarantee, or is intended to or shall affect
the relative rights of the Bondholders and creditors of the Guarantors other
than the holders of the Guarantor Senior Debt, nor shall anything herein or
therein prevent any Bondholder from exercising all remedies otherwise permitted
by applicable law upon default under these terms and conditions, subject to the
rights, if any, in respect of cash, property or securities of the Guarantors
received upon the exercise of any such remedy.  10.7Notice to Bondholders  Each Guarantor
shall give prompt written notice to the Fiscal Agent and the Bondholders of any
fact known to such Guarantor which would prohibit the making of any payment to
the Holders in respect of the Guarantee pursuant to the provisions of this
Section 10, although any delay or failure to give any such notice shall have
no effect on the subordination provisions contained herein.  10.8Reliance on Judicial Order or Certificate of
Liquidating Agent  Upon any
payment or distribution of assets of a Guarantor referred to in this
Section 10, the Bondholders shall be entitled to rely upon any order or
decree made by any court of competent jurisdiction in which any insolvency,
bankruptcy, receivership, dissolution, winding-up, liquidation, reorganisation
or similar case or proceeding is pending, or upon a certificate of the trustee
in bankruptcy, liquidating trustee, receiver, assignee for the benefit of
creditors, agent or other person making such payment or distribution, delivered
or notified to Bondholders, for the purpose of ascertaining the persons
entitled to participate in such payment or distribution, the holders of the
Guarantor Senior Debt and other Indebtedness of such Guarantor, the amount
thereof or  
   payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Section 10.  10.9Subordination Rights Not Impaired by Acts
or Omissions of the Guarantors or Holders of Guarantor Senior Debt  No right of
any present or future holders of any Guarantor Senior Debt to enforce
subordination as provided herein shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of any Guarantor or by any
act or failure to act, in good faith, by any such holder, or by any
non-compliance by any Guarantor with these terms and conditions, regardless of
any knowledge thereof which any such holder may have or otherwise be charged
with.  Without in any
way limiting the generality of the foregoing paragraph, the holders of
Guarantor Senior Debt may, at any time and from time to time, without the
consent of or notice to the Bondholders, without incurring responsibility to
the Bondholders and without impairing or releasing the subordination provided
in this Section 10 or the obligations hereunder of the Bondholders to the
holders of Guarantor Senior Debt, do any one or more of the following:
(i) change the manner, place or terms of payment or extend the time of
payment of, or renew or alter, Guarantor Senior Debt, or otherwise amend or
supplement in any manner Guarantor Senior Debt, or any instrument evidencing
the same or any agreement under which Guarantor Senior Debt is outstanding;
(ii) sell, exchange, release or otherwise deal with any property pledged,
mortgaged or otherwise securing Guarantor Senior Debt; (iii) release any
Person liable in any manner for the payment or collection of Guarantor Senior
Debt; and (iv) exercise or refrain from exercising any rights against the
Guarantors and any other Person.  10.10This Section 10 Not To Prevent Events
of Default  The failure by
any Guarantor to make a payment on account of principal or of interest or any
other amount pursuant to the Guarantee by reason of any provision of this
Section 10 will not be construed as preventing the occurrence of an Event
of Default.  
   11Modifications And Amendments  11.1Modifications and Amendments  The Issuer,
the Fiscal Agent and the Agents may enter into an agreement or agreements
supplemental to the Agency Agreement at any time, and without the consent of
any Bondholder or any Person holding an interest in the Bonds through an
account with a financial intermediary, for the purpose of:  (a)conveying, transferring, assigning, mortgaging or pledging to such
Bondholder as security for the Bonds, any property or assets;  (b)curing any ambiguity or correcting or supplementing any provision
contained in the Agency Agreement, the terms and conditions of the Bonds or any
supplemental agreement which may be defective or inconsistent with any other
provision contained in the Agency Agreement, the terms and conditions of the
Bonds or any supplemental agreement, material respect; or  (c)evidencing and providing for the acceptance of appointment under the
Agency Agreement of a further or successor Agent with respect to the Bonds.  11.2Modifications and Amendments With
Bondholder Consent  The Agency
Agreement contains provision for convening meetings of Bondholders (including
at the Issuers request) for the purpose of considering any matter affecting
their interests, including the modification of any of the provisions of the
Bonds or the Guarantee. Such meeting may be convened by Bondholders holding not
less than 10 per cent. in aggregate principal amount of the Bonds for the time
being outstanding (as defined in the Agency Agreement). The quorum at any such
meeting for passing a resolution will be one or more persons holding or
representing a clear majority of the principal amount of the Bonds for the time
being outstanding, or at any adjourned meeting two or more persons being or
representing Bondholders whatever the principal amount of Bonds so held or
represented, provided that at any meeting the business of which includes the
matters listed below, the  
   necessary
quorum for passing a resolution will be one or more persons holding or
representing not less than 75 per cent. or at any adjourned such meeting not
less than one-third, of the principal amount of the Bonds for the time being
outstanding. A resolution duly passed in accordance with the provisions of the
Agency Agreement at any meeting of Bondholders will be binding on all
Bondholders whether or not they are present at the meeting and whether or not
they vote in favour. The Issuer, the Fiscal Agent and the Conversion Agents may
enter into an agreement or agreements supplemental to the Agency Agreement for
the purpose of making any amendment or modification to the Bonds or the Agency
Agreement or modifying in any manner the rights of any Bondholder with the
consent of the Bondholder or Bondholders representing at least a majority in
aggregate principal amount of the Bonds at the time outstanding; provided,
however, that no such modification, amendment or waiver may, without the
consent or the affirmative vote of Bondholders representing at least
75 per cent. of the aggregate principal amount of the Bonds at the time
outstanding:  (a)change the Maturity Date of or the Interest Payment Date for any
Bond;  (b)reduce the principal amount of or interest on any Bond, or reduce
the amount payable upon redemption of any such Bond or reduce any amount
payable under the Guarantee;  (c)adversely affect the Conversion Rights or the provisions regarding
adjustment of the Conversion Price (except as permitted under the Agency
Agreement and the Bonds);  (d)impair any Bondholders right to institute suit for the enforcement
of any payment on or with respect to the Bonds or the Guarantee;  (e)change the currency of payment of principal or interest or any other
amount on any Bond or any amount payable under the Guarantee;  (f)amend any of the provisions of Section 9 or Section 10 (or
the corresponding provisions of the Guarantee;  
   (g)reduce the above-stated percentage in principal amount of Bonds
outstanding necessary to modify or amend the Agency Agreement or the terms and
conditions of the Bonds or any of the provisions of the Guarantee;  (h)reduce any requirement that Bondholders representing any minimum
percentage in aggregate principal amount of the Bonds outstanding be present or
give consent at any meeting of Bondholders at which a resolution is adopted; or  (i)modify or affect in any manner adverse to the interest of any
Bondholder the terms and conditions of the Bonds or the Guarantee regarding the
due and punctual payment of the principal of, or interest or any other amounts
due on, the Bonds or the Guarantee.  12Fiscal Agent  12.1Agent to the Issuer  The Agents,
when acting in that capacity, act solely as agents of the Issuer and do not
assume any obligation towards or relationship of agency or trust for or with
any Bondholder or any Person holding an interest in respect of any Bond through
an account with a financial intermediary or otherwise.  12.2Appointment and Termination of Agents  The Issuer has
initially appointed the Fiscal Agent, the Registrar, the Calculation Agent and
the Conversion Agents for the Bonds as stated above. The Issuer may at any time
appoint additional or other Agents and terminate the appointment of such
Agents. Notice of any such termination or appointment and of any change in the
office through which any Agent will act will be promptly given to each
Bondholder in the manner described in Section 15.8 hereof.  12.3Duty to Maintain Office  As long as the
Bonds are listed on the Euronext Amsterdam, the Issuer will maintain in
Amsterdam an Agent with respect to the Bonds.  
   13Securities Holding Structure  13.1Form and Custody of Bonds  The entire
issue of the Bonds will be initially evidenced by a global certificate in fully
registered form, which will be deposited with and registered in the name of a
common depositary (or its nominee) (the Common Depositary) for Euroclear Bank
S.A./N.V., as operator of the Euroclear System (the Euroclear) and
Clearstream Banking, société anonyme (Clearstream and together with
Euroclear, the Central Securities Depositories).  13.2Multi-Tiered Holding System  As long as the
certificate evidencing the Bonds is on deposit with the Central Securities
Depositories or any of their respective successors, then:  (a)any Person wishing to acquire, hold or transfer an interest in
respect of the Bonds must do so through an account with a Central Securities
Depository or any of their respective successors or another securities
intermediary holding an equivalent interest in respect of the Bonds directly or
indirectly through a Central Securities Depository or any of its successors;  (b)there will be one or more securities intermediaries standing between
each such accountholder and the underlying Bonds;  (c)the Issuer and the Fiscal Agent will have the right to treat the
Central Securities Depositories or their respective successors or agents as the
holders or Persons exclusively entitled to receive interest and other payments
or property in respect of or in exchange for the Bonds, including the
Conversion Securities, and otherwise to exercise all the rights and powers with
respect to any Bond;  (d)the obligation of the Issuer to make payments of interest and
principal and other amounts with respect to any Bond shall be discharged at the
time payment in the appropriate amount is made in accordance with the Agency
Agreement to a Central Securities Depository or its successor or agent;  
   (e)the obligation of the Issuer to deliver Conversion Securities upon
the exercise by any Bondholder of any Conversion Rights shall be discharged at
the time the Conversion Securities are delivered to a Central Securities
Depository or its successor or agent in accordance with Section 5.3; and  (f)any Person that acquires, holds or transfers interests in respect of
any Bond through accounts with a Central Securities Depository or with any other
financial intermediary will be subject to the laws and contractual provisions
governing such Persons relationship with its financial intermediary, as well
as the laws and contractual provisions governing the relationship between its
financial intermediary and each other financial intermediary, if any, standing
between itself and the global certificate evidencing the Bonds and, in the case
of a certificate in registered form, the Bonds Register to determine
(A) the legal nature of its interest in respect of any Bond and whether
such interest is protected against the insolvency of its financial intermediary
or any financial intermediary standing between such investor and the underlying
Bonds and, in the case of a certificate in registered form, the Bonds Register,
(B) whether a Central Securities Depository or its successor, and each
other securities intermediary, if any, standing between such Person and the
underlying Bonds and, in the case of a certificate in registered form, the
Bonds Register, is required to enforce the payment and other terms of the Bonds
against the Issuer or to put its accountholders in a position to do so directly
and (C) whether such Persons financial intermediary and each financial
intermediary, if any, standing between such Person and the underlying Bonds
and, in the case of a certificate in registered form, the Bonds Register, is
required to pass on to such Person the benefits of ownership of any Bonds.  13.3Right to Obtain Individual Certificates in
Exchange for the Global Certificate  Except as
described in this Section 13.3, the global certificate evidencing the
Terms and Conditions and deposited in a Central Securities Depository or any of
its successors will not be exchangeable for individual certificates each
evidencing a single Bond or less than the entire issue of the Bonds. Subject  
   to the
foregoing sentence, if (A) a Central Securities Depository or its
successor notifies the Issuer that it is unwilling or unable to continue as
depository and a successor depository is not appointed within 14 days,
(B) an Event of Default shall have occurred and the maturity of the Bonds
shall have been accelerated in accordance with the terms of the Bonds or
(C) the Issuer shall have decided in its sole discretion that the Bonds
should no longer be evidenced solely by a global certificate, then upon having
prepared a deed or deeds with a fixed date, governed by Dutch law, between the
relevant Bondholder, the relevant Central Securities Depository and the
relevant accountholders of such Central Securities Depository with an interest
in such Bonds:  (a)the Issuer will promptly and in any event not later than 10 Business
Days thereafter cause individual certificates each evidencing a single Bond or
such other number of Bonds as specified by the Central Securities Depositories
or their respective successors to be duly executed, authenticated and delivered
to the Central Securities Depositories or their respective successors and, in
the case of individual certificates in registered form, registered in the name
of the relevant Central Securities Depository or its nominee, against surrender
by the Central Securities Depositories or their respective successors;  (b)notwithstanding any other provision of the terms and conditions or
the Agency Agreement, the individual certificates so delivered to the Central
Securities Depositories or their respective successors may be delivered by them
to their respective accountholders in such amounts as shall correspond to the
amount of Bonds credited to the accounts of such accountholders on the records
of the Central Securities Depositories or their respective successors at the
time of such delivery and, in the case of individual certificates in registered
form, the Issuer will register the Bonds evidenced by such individual
certificates in such names and amounts as the Central Securities Depositories
or their respective successors shall specify to the Issuer or the Fiscal Agent,
which specification shall serve as notification of transfer (mededeling); and  
   (c)if for any reason individual certificates are not issued,
authenticated and delivered to the Central Securities Depositories or their
respective successors in accordance with Sections (i) and (ii) of
this Section 13.3(c), then:  (i)each Central Securities Depository or its respective successors may
provide to each of its accountholders a statement of each accountholders
interest in the Bonds evidenced by the global certificate held by such Central
Securities Depository or its successor, together with a copy of the global
certificate; and  (ii)notwithstanding any other provision of the terms and conditions or
of the Agency Agreement, each such accountholder or its successors and assigns
(x) shall have a claim, directly against the Issuer, for the payment of
any amount due or to become due in respect of such accountholders interest in
the Bonds evidenced by the global certificate, and shall be empowered to bring
any claim, to the extent of such accountholders interest in the Bonds
evidenced by the global certificate and to the exclusion of such Central
Securities Depository or its successor, that as a matter of law could be
brought by the holder of the global certificate and the Person in whose name
the Bonds are registered and (y) may, without the consent and to the
exclusion of such Central Securities Depository or its successor, file any
claim, take any action or institute any proceeding, directly against the
Issuer, to compel the payment of such amount or enforce any such rights, as
fully as though the interest of such accountholder in the Bonds evidenced by
the global certificate were evidenced by an individual certificate in such
accountholders actual possession and as if an amount of Bonds equal to such
accountholders stated interest were registered in such accountholders name
and without the need to produce the global certificate in its original form.
This Section 13.3(c) (ii) constitutes an unconditional and
irrevocable, third party stipulation (derdenbeding, as used in Article 6:253
of The Netherlands Civil Code).  
   For purposes
of this Section 13.3, the account records of a Central Securities
Depository or its successor will, in the absence of manifest error, be
conclusive evidence of the identity of each accountholder that has any interest
in the Bonds evidenced by the global certificate held by such Central
Securities Depository or its successor and the amount of such interest.
Individual certificates will be issued in denominations of EUR 1,000 or
integral multiples of that amount and, when delivered against surrender of the
global certificate shall be issued in registered form without coupons.  13.4Direct Holding System  Subject to
Section 13.2, if the global certificate is exchanged for individual
certificates each evidencing a single Bond or less than the entire issue of
Bonds, then:  (i)the Issuer and the Fiscal Agent will have the right to treat each
Bondholder as the holder and Person exclusively entitled to receive interest
and other payments or property in respect of or in exchange for the Bonds,
including the Conversion Securities, and otherwise to exercise all the rights
and powers with respect to any Bond;  (ii)the obligation of the Issuer to make payments of interest and
principal and other amounts with respect to the Bonds shall be discharged at
the time payment in the appropriate amount is made in accordance with the
Agency Agreement to each Bondholder; and  (iii)the obligation of the Issuer to deliver Conversion Securities upon
the exercise by any Bondholder of any Conversion Rights shall be discharged at
the time the Conversion Securities are delivered to such Bondholder in
accordance with Section 5.3.  13.5Lost, Stolen or Mutilated Certificates  In case any
certificate evidencing one or more Bonds shall become mutilated, defaced or
apparently destroyed, lost or stolen, the Issuer may execute, and, upon the
request of the Issuer, the Registrar shall authenticate and deliver, a new
certificate evidencing such Bonds, bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated or defaced
certificate evidencing such Bonds  
   or in lieu of
and in substitution for the apparently destroyed, lost or stolen certificate
evidencing such Bonds. In every case the applicant for a substitute certificate
evidencing such Bonds shall furnish to the Issuer and to the Registrar such
security or indemnity as may be required by them to indemnify and defend and to
save each of them and any agent of the Issuer or the Registrar harmless and, in
every case of destruction, loss or theft, evidence to their satisfaction of the
apparent destruction, loss or theft of such certificate evidencing such Bonds
and of the ownership thereof. Upon the issuance of any substitute certificate
evidencing such Bonds, the Issuer may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the
Registrar) connected therewith together with such indemnity or security as is
reasonably required by the Issuer and the Registrar.  14Definitions  As used herein, the following capitalised terms have the meanings set
forth below:  Affiliates
means, with respect to any specified Person, any other Person who directly or
indirectly through one or more intermediaries controls, or is controlled by, or
is under common control with, such specified Person. The term control means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise; and the terms
controlling and controlled have meanings correlative of the foregoing.  Agency Agreement has the meaning set forth in Section 1.1.  Agent has the meaning set forth in Section 1.1.  Bankruptcy
Law means Title 11, U.S. Code or any similar Federal, state or foreign law for
the relief of debtors and shall for the avoidance of doubt include the Dutch
Bankruptcy Act (Faillissementswet).  Bondholder means any Person who is registered as the owner of such
Bonds on the Bonds Register.  Bonds has the meaning set forth in Section 1.1.  Bonds Register means the register of the Bonds maintained by the  
   Registrar to register ownership of the Bonds.  Business Day
means a calendar day other than a Saturday or a Sunday which in London and
Amsterdam is neither a legal holiday nor a calendar day on which banking
institutions are authorised by law or regulation to close and on which the
TARGET system is open and, in the case of surrender of a certificate
representing a Bond, in the place where such certificate is surrendered.  Calculation Agent has the meaning set forth in Section 1.1.  Capitalised
Lease Obligation means, as to any Person, the obligations of such Person under
a lease that are required to be classified and accounted for as capital lease
obligations under GAAP and, for the purposes of this definition, the amount of
such obligations at any date shall be the capitalised amount of such
obligations at such date, determined in accordance with GAAP.  Capital Stock means:  (1)with respect to any Person that is a corporation, any and all
shares, interests, participations or other equivalents (however designated and whether
or not voting) of corporate stock, including each class of Common Stock and
Preferred Stock of such Person; and  (2)with respect to any Person that is not a corporation, any and all
partnership, membership or other equity interests of such Person.  Cash
Dividend means an amount of cash per share equal to the amount of any cash
dividend or distribution paid or payable on a Conversion Security (including a
dividend permitting but not requiring the holder of such Conversion Security to
elect to receive such dividend in additional Conversion Securities) prior to
the deduction of any withholding tax.  Cash Equivalents means:  (1)US dollars, any Alternate Currency (as defined in the Credit
Agreement) and, in the case of the Issuer and any of its Foreign Subsidiaries
(as defined in the Credit Agreement), such local currencies held by them from
time to time in the ordinary course of their businesses;  
   (2)securities issued or directly fully guaranteed or insured by the
governments of the United States, The Netherlands, Great Britain, France,
Switzerland or Germany or any agency or instrumentality thereof (provided that
the full faith and credit of the respective such government is pledged in
support thereof) having maturities of not more than six months from the date of
acquisition;  (3)certificates of deposit and eurodollar time deposits with maturities
of six months or less from the date of acquisition, bankers acceptances with
maturities not exceeding six months and overnight bank deposits, in each case
with any domestic commercial bank or commercial bank or a foreign country
recognised by the United States, in each case having capital and surplus in
excess of US$500,000,000 (or the foreign currency equivalent thereof) and has
outstanding debt which is rated A (or similar equivalent thereof) or higher
by at least one nationally recognised statistical rating organisation (as
defined under Rule 436 under the Securities Act) or any money-market fund
sponsored by a registered broker dealer or mutual fund distributor;  (4)repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (2) and
(3) above entered into with any financial institution meeting the
qualifications specified in clause (3) above; and  (5)commercial paper having one of the two highest ratings obtainable
from S&P or Moodys and in each case maturing within six months after the
date of acquisition. Furthermore, with respect to Foreign Subsidiaries of the
Issuer which are not organised in one or more Qualified Jurisdictions (as
defined in the Credit Agreement), Cash Equivalents shall include bank deposits
(and investments pursuant to operating account agreements) maintained with
various local banks in the ordinary course of business consistent with past
practice of the Issuers Foreign Subsidiaries.  Closing Date means 18 December 2003.  Closing
Price means, (i) with respect to the Conversion Securities, for any
Conversion Business Day, the market price per such Conversion Security quoted
at the close of business on the Euronext Amsterdam on such day or
(ii) with respect to any right, warrant or other security, for  
   any Business
Day, the market price per right, warrant or other security quoted at the close
of business on the principal exchange on which such right, warrant or other
security is traded on such day.  Combined Consideration means New Securities in combination with Other
Consideration.  Common Stock
of any Person means any and all shares, interests or other participations in,
and other equivalents (however designated and whether voting or non-voting) of
such Persons common stock, whether outstanding on the Closing Date or issued
after the Closing Date, and includes, without limitation, all series and classes
of such common stock.  Conversion
Business Day means any calendar day other than a Saturday or Sunday that is
(or, but for the occurrence of a Market Disruption Event, would have been) a
trading day on the Euronext Amsterdam other than a calendar day on which
trading is scheduled to close prior to the regular weekday closing time.  Conversion Notice has the meaning set forth in Section 5.2.  Conversion Period has the meaning set forth in Section 5.6.  Conversion Price has the meaning set forth in Section 5.1.  Conversion Rights has the meaning set forth in Section 5.1.  Conversion
Securities means the registered common shares of the Issuer and/or as the
context may require any Spin-off Securities, Reclassified Securities or equity
securities to be delivered on exercise of Conversion Rights pursuant to
Sections 5.4(a)(x), 5.4(c) or 7.1.  Credit
Agreement means the Credit Agreement dated as of 26 October 1999, between
the Issuer, Buhrmann US Inc., the lenders party thereto in their
capacities as lenders thereunder and Bankers Trust Company, as administrative
agent, together with the related documents thereto (including, without
limitation, any guarantee agreements and security documents), in each case as
such agreements may be amended (including any amendment and restatement
thereof), supplemented or otherwise modified from time to time, including any
agreement extending the maturity of, refinancing, replacing or otherwise
restructuring (including increasing the amount of available borrowings thereunder
or adding Restricted Subsidiaries of the Issuer as additional borrowers or
guarantors thereunder) all or any portion of the Indebtedness under such
agreement or any successor or replacement  
   agreement and
whether by the same or any other agent, lender or group of lenders, and shall
mean and include any agreement or indenture relating to any Indebtedness
directly or indirectly financing or refinancing all or any part of the
Indebtedness incurred under or pursuant to the Credit Agreement or any such
agreement or indenture.  Currency
Agreement means any foreign exchange contract, currency swap agreement or
other similar agreement or arrangement.  Custodian means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.  Default
means an event or condition the occurrence of which is, or with the lapse of
time or the giving of notice or both would be, an Event of Default.  Delivery Date has the meaning set forth in Section 5.3.  Designated
Senior Debt means (1) Indebtedness under or in respect of the Credit
Agreement and (2) any other Indebtedness constituting Senior Debt which,
at the time of determination, has an aggregate principal amount of at least
US$25.0 million (or its equivalent in other currencies) and is
specifically designated in the instrument evidencing such Senior Debt as
Designated Senior Debt.  Disqualified
Equity Interests means that portion of any Capital Stock which, by its terms
(or by the terms of any security into which it is convertible or for which it
is exchangeable at the option of the holder thereof), or upon the happening of
any event (other than an event which would constitute a Senior Subordinated
Notes Change of Control), matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or is redeemable at the sole option of
the holder thereof (except, in each case, upon the occurrence of a Senior
Subordinated Notes Change of Control) on or prior to the date which is
91 days after the maturity date of the Senior Subordinated Notes.  Equity
Interests means, with respect to any Person, the Capital Stock of such Person,
any warrants, options or other options to purchase or acquire such Capital
Stock and any securities convertible into or exchangeable for such Capital
Stock.  equity
securities means issued share capital except that which does not carry any
right to participate beyond a specified amount in a distribution of dividends
or assets.  
   EURIBOR
means the rate per annum for deposits in euro for a period of three months for
an amount approximately equal to the amount of the Issuers defaulted payment
obligation at approximately 11:00 a.m. (London time) two Business Days
before the date of such default which appears on the Telerate Page 248 (or such
other Telerate Page as may in the future contain the per annum rate for
three-month EURIBOR). If Telerate ceases or fails to publish such a rate, the
Calculation Agent shall in good faith designate another internationally
reputable source publishing such rate.  Euronext Amsterdam means Euronext Amsterdam N.V. (or any successor
thereof).  Event of Default has the meaning set forth in Section 8.  Exchange Act means the Securities Exchange Act of 1934, as amended,
or any successor statute or statutes thereto.  fair market
value means, with respect to any property, the fair market value of that
property as determined in good faith by the Calculation Agent in consultation
with two investment banks of international repute selected by the Issuer;
provided, that (i) the fair market value of a Cash Dividend per Conversion
Security shall be the amount of the Cash Dividend per Conversion Security; and
(ii) where rights, warrants or other securities are publicly traded in a
market of adequate liquidity (as determined in good faith by the Calculation
Agent in consultation with two investment banks of international repute
selected by the Issuer), the fair market value of such rights, warrants or
other securities shall equal the arithmetic mean of the daily Closing Prices of
such rights, warrants or other securities during the eight Business Day period
commencing on the first Business Day such rights, warrants or other securities
are publicly traded, or such shorter period as such rights, warrants or other
securities are publicly traded.  Fiscal Agent has the meaning set forth in Section 1.1.  Fractional Conversion Securities means an amount of Conversion
Securities less than one such security.  GAAP means
generally accepted accounting principles in the Kingdom of The Netherlands, as
consistently applied by the Issuer for all applicable periods, which are in
effect as of the Closing Date.  
    Guarantee
means the guarantee dated 18 December 2003 entered into by the initial
Guarantors and any further Guarantee as shall be entered into from time to time
which contain the guarantee by the Guarantors pursuant to the provisions of
these terms and conditions of the Issuers obligations under the Bonds.  Guarantor
Senior Debt means, with respect to any Guarantor, the principal of, premium,
if any, and interest (including any interest accruing subsequent to the filing
of a petition of bankruptcy at the rate provided for in the documentation with
respect thereto, whether or not such interest is an allowed claim under
applicable law) on any Indebtedness of a Guarantor, whether outstanding on the
Closing Date or thereafter created, incurred or assumed, unless, in the case of
any particular Indebtedness, the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right of payment to the Guarantee of such
Guarantor. Without limiting the generality of the foregoing, Guarantor Senior
Debt shall also include the principal of, premium, if any, interest (including
any interest accruing subsequent to the filing of a petition of bankruptcy at
the rate provided for in the documentation with respect thereto, whether or not
such interest is an allowed claim under applicable law) on, and all other
amounts owing in respect of:  (x)all monetary obligations (including guarantees thereof) of every
nature of such Guarantor under, or with respect to, the Credit Agreement,
including, without limitation, obligations to pay principal and interest,
reimbursement obligations under letters of credit, fees, expenses and
indemnities (and guarantees thereof);  (y)all Interest Swap Obligations (and guarantees thereof); and  (z)all obligations (and guarantees thereof) under Currency Agreements;  in each case
whether outstanding on the Closing Date or thereafter incurred. Without
limiting the foregoing, Guarantor Senior Debt shall include any of the
foregoing under any guarantee of the Credit Agreement that is not found
enforceable under the laws of Germany.  Notwithstanding the foregoing, Guarantor Senior Debt shall not
include:  
   (1)any Indebtedness of such Guarantor to the Issuer or any of its
Subsidiaries;  (2)Indebtedness to, or guaranteed on behalf of, any director, officer
or employee of such Guarantor or any Subsidiary of such Guarantor (including,
without limitation, amounts owed for compensation);  (3)obligations to trade creditors and other amounts incurred (but not
under the Credit Agreement) in connection with obtaining goods, materials or
services;  (4)Indebtedness represented by Disqualified Equity Interests;  (5)any liability for taxes owed or owing by such Guarantor;  (6)that portion of any Indebtedness incurred in violation of
Section 4.10 of the Credit Agreement (but, as to any such obligation, no
such violation shall be deemed to exist for purposes of this clause (6) if
the holder(s) of such obligation or their representative shall have received an
Officers Certificate of Buhrmann US Inc. to the effect that the incurrence
of such Indebtedness does not (or, in the case of revolving credit
indebtedness, that the incurrence of the entire committed amount thereof at the
date on which the initial borrowing thereunder is made would not) violate such
provisions of the Indenture);  (7)Indebtedness which, when incurred and without respect to any
election under Section 1111(b) of Title 11, United States Code, is without
recourse to such Guarantor;  (8)any Indebtedness which is, by its express terms, subordinated in
right of payment to any other Indebtedness of such Guarantor; and  (9)any Indebtedness in respect of the Senior Subordinated Notes.  Guarantors
means the parties to the Guarantee from time to time (which initially are
Buhrmann Office Products Nederland B.V., Tetterode-Nederland B.V., Veenman
B.V., Buhrmann Financieringen B.V., Buhrmann International B.V., Buhrmann II
B.V., Buhrmann Nederland B.V., Buhrmann Fined B.V., Buhrmann Nederland Holding
B.V., Buhrmann Office Products Austria B.V., Buhrmann Stafdiensten B.V.,
Corporate Express Europe B.V., Corporate Express Holding B.V., Desk B.V., KNP
Nederland B.V., KNP Nederland (Holding) B.V.,  
   Papiermaatschappij
Amsterdam-West B.V., Buhrmann Europcenter N.V., Buhrmann Paper UK Ltd.,
Buhrmann UK Ltd., Copygraphic Limited, Corporate Express Ltd., Corporate
Express (Holdings) Ltd., Corporate Express (UK), Ramchester International
Furnishings, Buhrmann Beteiligungen Deutschland GmbH, Buhrmann Holding GmbH
& Co KG, Buhrmann Holding Verwaltungs GmbH, Corporate Express Deutschland
GmbH, Corporate Express Deutschland GmbH & Co Vertriebs KG, Corporate
Express Verwaltungs GmbH, BT OP USA Corp., BTOPI Holding (US), Buhrmann Swaps,
Inc., Corporate Express, Inc., ASAP Software Express, Inc., License
Technologies Group, Inc., Corporate Express Promotional Marketing, Inc.,
Corporate Express Document & Print Management, Inc., Moore Labels, Inc.,
Corporate Express Philadelphia Real Estate, Inc., Corporate Express Real
Estate, Inc., Corporate Express Office Products, Inc. and Corporate Express of
Texas, Inc.) and shall include any other entity becoming a Guarantor pursuant
to Section 7.4 but shall exclude any entity which ceases to be a Guarantor
pursuant to Section 7.4.  Indebtedness means, with respect to any Person, without duplication:  (1)all indebtedness of such Person for borrowed money;  (2)all indebtedness of such Person evidenced by bonds, debentures,
notes or other similar instruments;  (3)all Capitalised Lease Obligations of such Person;  (4)all obligations of such Person issued or assumed as the deferred
purchase price of property, all conditional sale obligations and all
obligations under any title retention agreement (but excluding trade accounts
payable and other accrued liabilities arising in the ordinary course of
business);  (5)all obligations for the reimbursement of any obligor on any letter
of credit, bankers acceptance or similar credit transaction;  (6)guarantees and other contingent obligations in respect of
Indebtedness referred to in clauses (1) through (5) above and
clause (8) below, other than Standard Securitisation Undertakings;  
   (7)all obligations of any other Person of the type referred to in
clauses (1) through (6) that are secured by any Lien on any asset of
such Person, the amount of such Obligation being deemed to be the lesser of the
fair market value of such asset or the amount of the Obligation so secured;  (8)all obligations under Currency Agreements, interest swap agreements
and other hedging arrangements (including the SAPPI Hedging Arrangements) of
such Person; and  (9)all Disqualified Equity Interests issued by such Person with the
amount of Indebtedness represented by such Disqualified Equity Interests being
equal to the greater of its voluntary or involuntary liquidation preference and
its maximum fixed repurchase price, but excluding accrued dividends, if any.  For purposes
hereof, the maximum fixed repurchase price of any Disqualified Equity
Interests which does not have a fixed repurchase price shall be calculated in
accordance with the terms of such Disqualified Equity Interests as if such
Disqualified Equity Interests were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such
price is based upon, or measured by, the fair market value of such Disqualified
Equity Interests, such fair market value shall be determined reasonably and in
good faith by the Board of Directors of the issuer of such Disqualified Equity
Interests.  Indenture
means the Indenture dated as of 29 October 1999 in respect of up to
US$500,000,000 121/4% Senior Subordinated Notes due 2009, as
amended or supplemented from time to time in accordance with the terms thereof.  Interest Payment Date has the meaning set forth in Section 3.2.  Interest Period has the meaning set forth in Section 3.2.  Interest Swap
Obligations means the obligations of any Person pursuant to any arrangement
with any other Person, whereby, directly or indirectly, such Person is entitled
to receive from time to time periodic payments calculated by applying either a
floating or a fixed rate of interest on a stated notional amount in exchange
for periodic payments made by such other Person calculated by applying a fixed
or a floating rate of interest on the same notional amount and shall include,
without limitation, interest rate swaps, caps, floors, collars and similar
agreements.  
   Judgment Currency has the meaning set forth in Section 15.3.  Lien means
any lien, mortgage, deed of trust, pledge, security interest, charge or
encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof and any agreement to give
any security interest), but not including any interests in accounts receivable
and related assets conveyed by the Issuer or any of its Subsidiaries in
connection with a Qualified Securitisation Transaction.  Market
Disruption Event means, for any Conversion Business Day, any suspension of or
limitation imposed on trading (by reason of movements in price exceeding limits
permitted by the relevant exchange or otherwise) (i) in the Conversion
Securities on the Euronext Amsterdam occurring or existing during the one-half
hour period immediately prior to the close of business of the Euronext Amsterdam
or (ii) in any options contracts or futures contracts relating to the
Conversion Securities on the Euronext Amsterdam or other exchange if, in any
such case, such suspension or limitation is, in the good faith determination of
the Calculation Agent, material.  Maturity Date has the meaning set forth in Section 1.1.  Moodys shall mean Moodys Investors Service, Inc.  Merger Date
means, in respect of any Merger Event, the date on which all holders of the
Conversion Securities (other than, in the case of a takeover offer, any
Conversion Securities owned or controlled by the offeror) have agreed or
irrevocably become obligated to transfer their Conversion Securities.  Merger Event
means any (i) consolidation, amalgamation or merger of the Issuer with or
into another entity (other than a consolidation, amalgamation or merger where
the Issuer is the continuing entity) or (ii) a statutory split up (other
than a Spin-off Event).  New
Securities means equity securities (whether of the Issuer or a third party)
which are publicly traded on a recognised exchange.  Notification Date has the meaning set forth in Section 5.2.  Obligations
means all obligations for principal, premium, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness, and all guarantees of any of the
foregoing.  
   Other
Consideration means cash, securities (other than New Securities) or other
property (whether of the Issuer or a third party).  Person means
an individual, a corporation, a limited liability company, a partnership, an
association, a trust or any other entity or organisation, including a
government or political subdivision or an agency or instrumentality thereof.  Preferred
Stock of any Person means any Capital Stock of such Person that has
preferential rights to any other Capital Stock of such Person with respect to
dividends or redemptions or upon liquidation.  Qualified
Equity Interests means any Equity Interests other than (1) any
Disqualified Equity Interests and (2) any debt securities convertible into
or exchangeable for Capital Stock.  Qualified Securitisation Transactions has the meaning given to it in
the Indenture.  Record Date has the meaning set forth in Section 3.2(d).  Redemption
Date means, with respect to any call for redemption of the Bonds by the
Issuer, the date set for such redemption in the Redemption Notice provided for
such redemption.  Redemption Notice means, with respect to any call for redemption, the
notice given by the Issuer pursuant to Section 4.  Redemption Price has the meaning set forth in Section 3.1.  Restricted
Subsidiary of any Person means any Subsidiary of such Person which at the time
of determination is not an Unrestricted Subsidiary. Unless otherwise indicated,
references to Restricted Subsidiaries shall be to Restricted Subsidiaries of
the Issuer, including Buhrmann US Inc.  S&P means Standard & Poors Rating Services, a division
of the McGraw-Hill Companies, Inc.  SAPPI Hedging
Arrangements shall mean any hedging arrangements existing on the Closing Date
or entered from time to time thereafter by the Issuer and one or more of its
Restricted Subsidiaries, in each case on an unsecured basis, which are entered
into to protect against fluctuations in the value of the SAPPI Shares then held
by the Issuer and its  
   Restricted
Subsidiaries and which are non-speculative in nature.  SAPPI Shares
shall mean the shares of SAPPI Limited, a company incorporated under the laws
of the Republic of South Africa, whose registered office is at 48 Ameshoff
Street, Braamfontein, Johannesburg 2001, Republic of South Africa, owned by
Buhrmann International B.V. on the Closing Date less any such shares disposed
of subsequent to the Closing Date.  Securities Act means the Securities Act of 1933, as amended, or any
successor statute or statutes thereto.  Senior Debt
means the principal of, premium, if any, and interest (including any interest
accruing subsequent to the filing of a petition of bankruptcy at the rate
provided for in the documentation with respect thereto, whether or not such
interest is an allowed claim under applicable law) on any Indebtedness of the
Issuer, whether outstanding on the Closing Date or thereafter created, incurred
or assumed, unless, in the case of any particular Indebtedness, the instrument
creating or evidencing the same or pursuant to which the same is outstanding
expressly provides that such Indebtedness shall not be senior in right of
payment to Bonds. Without limiting the generality of the foregoing, Senior
Debt shall also include the principal of, premium, if any, interest (including
any interest accruing subsequent to the filing of a petition of bankruptcy at
the rate provided for in the documentation with respect thereto, whether or not
such interest is an allowed claim under applicable law) on, and all other
amounts owing in respect of:  (1)all monetary obligations of every nature of the Issuer under, or
with respect to, the Credit Agreement, including, without limitation,
obligations to pay principal and interest, reimbursement obligations under
letters of credit, fees, expenses and indemnities (and guarantees thereof);  (2)all Interest Swap Obligations (and guarantees thereof); and  (3)all obligations (and guarantees thereof) under Currency Agreements;  in each case whether outstanding on the Closing Date or thereafter
incurred.  Notwithstanding the foregoing, Senior Debt shall not include:  (1)any Indebtedness of the Issuer to any of its Subsidiaries;  
   (2)Indebtedness to, or guaranteed on behalf of, any director, officer
or employee of Parent or any of its Subsidiaries (including, without
limitation, amounts owed for compensation);  (3)obligations to trade creditors and other amounts incurred (but not
under the Credit Agreement) in connection with obtaining goods, materials or
services;  (4)Indebtedness represented by Disqualified Equity Interests;  (5)any liability for taxes owed or owing by the Issuer;  (6)that portion of any Indebtedness incurred in violation of
Section 4.10 of the Indenture (but, as to any such obligation, no such
violation shall be deemed to exist for purposes of this clause (6) if the
holder(s) of such obligation or their representative shall have received an
officers certificate of the Issuer to the effect that the incurrence of such
Indebtedness does not (or, in the case of revolving credit indebtedness, that
the incurrence of the entire committed amount thereof at the date on which the
initial borrowing thereunder is made would not) violate such provisions of the
Indenture);  (7)Indebtedness which, when incurred and without respect to any
election under Section 1111(b) of Title 11, United States Code, is without
recourse to the Issuer;  (8)any Indebtedness which is, by its express terms, subordinated in
right of payment to any other Indebtedness of the Issuer; and  (9)any Indebtedness in respect of the Senior Subordinated Notes.  Senior Subordinated Notes means the 121/4% Senior
Subordinated Notes due 2009 issued by Buhrmann US Inc.  Senior
Subordinated Notes Change of Control means the occurrence of one or more of
the following events (whether or not otherwise in compliance with the
provisions of the Indenture):  (1)any transaction (including any merger or consolidation) shall be
consummated after which any Person or Group, together with any Affiliates
thereof, shall become the owner, directly or indirectly, beneficially or of
record, of Equity Interests representing 50% or more of the aggregate ordinary
voting power of the Equity Interests of the Issuer; provided that  
   (x) such
ownership by Stichting B solely by reason of the issuance of the Issuers
Preference Shares B pursuant to Section 4.10(b)(11) of the Indenture shall
not result in a Senior Subordinated Notes Change of Control under this
clause (1) so long as Stichting B Continuing Directors shall not cease to
constitute a majority of the executive committee of Stichting B and
(y) ownership of record of the Issuers Preference Shares A by Stichting shall
not result in a Senior Subordinated Notes Change of Control under this
clause (1) so long as the Stichting A Continuing Directors shall not cease
to constitute a majority of the executive committee of Stichting A;  (2)the Issuer shall cease to own, directly or indirectly, beneficially
and of record, 100% of the Equity Interests of Buhrmann US Inc;  (3)the approval by the holders of Equity Interests of the Issuer of any
plan or proposal for the liquidation or dissolution of the Issuer; or  (4)Continuing Directors cease to constitute a majority of the Board of
Directors of the Issuer.  Settlement
Disruption Event means an event beyond the control of the Issuer as a result
of which any Central Securities Depository or any of their respective successors
or any other central securities depository cannot settle the book-entry
transfer of the Conversion Securities on such date.  Significant
Subsidiary, means (a) any Restricted Subsidiary of the Issuer that
satisfies the criteria for a significant subsidiary set forth in
Rule 1.02(w) of Regulation S-X under the Exchange Act or (b) for
so long as any of the Senior Subordinated Notes remains outstanding, any one or
more Restricted Subsidiaries of the Issuer that (1) are not otherwise Significant
Subsidiaries, (2) as to which any event described in
Section 6.01(a)(5), (6) or (7) of the Indenture has occurred and
is continuing and (3) would together constitute a Significant Subsidiary
under clause (a) of this definition.  Standard
Securitisation Undertakings means representations, warranties, covenants and
indemnities entered into by Buhrmann US Inc. or any Guarantor which are
reasonably customary in an accounts receivable securitisation transaction.  Stichting A
means Stichting Administratiekantoor Preferente Aandelen Buhrmann N.V. and its
successors.  
   Stichting A
Continuing Director means a member of the executive committee of Stichting A
on the issue date of the Senior Subordinated Notes or who became a member of
such executive committee subsequent to the Issue Date and who was appointed by
a majority of the Stichting A Continuing Directors then on the executive
committee of Stichting A.  Stichting B means Stichting Preferente Aandelen Buhrmann N.V. and its
successors.  Stichting B
Continuing Director means a member of the executive committee of Stichting B
on the issue date of the Senior Subordinated Notes or who became a member of
such executive committee subsequent to the Issue Date and who was appointed by
a majority of the Stichting B Continuing Directors then on the executive
committee of Stichting B.  Subordinated
Indebtedness means, with respect to any Person, any Indebtedness (including
any liability, whether actual or contingent, under any guarantee or indemnity
or otherwise) which, in the event of any distribution of assets in connection
with any total or partial liquidation, dissolution, winding-up, reorganisation,
assignment for the benefit of creditors or marshalling of assets and
liabilities of such Guarantor or in a bankruptcy, reorganisation, insolvency,
receivership or other similar proceeding relating to such Guarantor or its
assets, whether voluntary or involuntary, suspension of payments or composition
or arrangements with creditors of such Person, is subordinated in right of payment
at least to, or the repayment of or payment in respect of which is conditional
upon, the complete payment of the claims of all unsubordinated creditors of
such Person, and shall include any Indebtedness in respect of the Senior
Subordinated Notes.  Subsidiary
means any corporation or other entity of which a majority of the capital stock
or other ownership interests having ordinary voting power to elect a majority
of the board of directors are at the time directly or indirectly owned.  TARGET means the Trans-European Automated Real-Time Gross Settlement
Express Transfer System.  Taxing
Jurisdiction means, in respect of any entity, the jurisdiction in which it is
resident for tax purposes generally or any political subdivision or territory
or possession or taxing authority thereof or therein.  
   Unrestricted Subsidiary of any Person means:  (1)any Subsidiary of such Person that at the time of determination
shall be or continue to be designated an Unrestricted Subsidiary by the Board
of Directors of such Person in the manner provided below; and  (2)any Subsidiary of an Unrestricted Subsidiary.  The Board of
Directors of the Issuer may designate any Subsidiary of the Issuer (including
any newly acquired or newly formed Subsidiary but excluding Buhrmann
US Inc.) to be an Unrestricted Subsidiary unless such Subsidiary owns any
Capital Stock of, or owns or holds any Lien on any assets of, the Issuer or any
other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be
so designated; provided that:  (1)for so long as any of the Senior Subordinated Notes remains
outstanding, such designation complies with Section 4.11 of the Indenture;
and  (2)each Subsidiary to be so designated and each of its Subsidiaries has
not at the time of designation, and does not thereafter, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable with
respect to any Indebtedness pursuant to which the lender has recourse to any of
the assets of the Issuer or any of its Restricted Subsidiaries,  and any such
designation for the purpose of this definition being made by the Issuer giving
notice to Bondholders in accordance with Section 15.8. As at the Closing
Date, no Subsidiary of the Issuer has been designated an Unrestricted Subsidiary.  Valid Date means any Conversion Business Day on which there is no
Market Disruption Event.  15Miscellaneous  15.1Authentication  The Bonds
evidenced by this certificate shall not become valid or obligatory until the
certificate of authentication hereon shall have been duly signed by the
Registrar acting under the Agency Agreement.  
   15.2Repayment of Funds  All monies
paid by the Issuer to the Fiscal Agent or Conversion Agent for payment of
principal or interest on any Bond which remain unclaimed at the end of two
years after such payment has been made will be repaid to the Issuer and all
liability of such Agent with respect thereto will cease, and, to the extent
permitted by law, the Bondholders shall thereafter look only to the Issuer for
payment as a general unsecured subordinated creditor thereof.  15.3Prescription  Claims for
payment on the Bonds which are not exercised within five years from the due
date of the relevant payment will lapse and revert to the Issuer.  15.4Indemnification of Judgment Currency  The Issuer
will indemnify each Bondholder against loss incurred by such Bondholder as a
result of any judgment or order being given or made for any amount due under
the Bonds and such judgment or order being expressed and paid in a currency
other than euro (the Judgment Currency) and as a result of any variation as
between (i) the rate of exchange at which euro is converted into the
Judgment Currency for the purpose of such judgment or order and (ii) the
spot rate of exchange in euro at which the Bondholder on the date of payment of
such judgment or order is able to purchase euro with the amount of the Judgment
Currency actually received by the Bondholder.  15.5Descriptive Headings  The
descriptive headings appearing in these terms and conditions are for
convenience of reference only and shall not alter, limit or define the
provisions hereof.  15.6Bound by this Certificate and Agency
Agreement  Each
Bondholder and any Person holding an interest in respect of any Bond evidenced
by this certificate through an account with a financial intermediary will be
bound by, and be deemed to have notice of, all the provisions of this
certificate and the Agency Agreement. Copies of the Agency Agreement will be  
   available
without charge during normal office hours at the offices of the Fiscal Agent.  15.7Compliance with Stock Exchange Rules  The Issuer
undertakes to comply with the provisions of Article 2.1.20(a) to (g)
(inclusive) of Schedule B of the Listing and Issuing Rules (Fondsenreglement) of the Euronext
Amsterdam as amended from time to time.  15.8Notices  (i)Notice to the Issuer  Any notice or
demand by a Bondholder or the Agents to or on the Issuer may be given or served
by being deposited in the mail, first class postage prepaid, and addressed to:  Buhrmann NV
Hoorgoorddreef 62
1101 BE
Amsterdam ZO
The Netherlands  Attention:
Group Treasurer  or such other
address as the Issuer may provide to the Bondholders and the Agents in writing.  (ii)Notice to Guarantors  Any notice or
demand by a Bondholder or the Agents to or on the Guarantors may be given or
served by being deposited in the mail, first class postage prepaid and
addressed to:  Buhrmann NV
Hoorgoorddreef 62
1101 BE
Amsterdam ZO
The Netherlands  Attention:
Group Treasurer  
   or such other
address as the Issuer on behalf of the Guarantors may provide to the
Bondholders and the Agents in writing.  (iii)Notice to Agents  Any notice or
demand by a Bondholder, the Issuer or the Guarantors to or on the Agents may be
given or served by being deposited in the mail, first class postage prepaid,
and addressed to:  The Fiscal
Agent and Conversion Agent:  Deutsche Bank
AG
Winchester House
1 Great Winchester Street
London EC2N 2DB  Attention:
Corporate Trust and Agency Services  The Registrar:  Deutsche Bank
Luxembourg S.A.
2 Boulevard Konrad Adenauer
L-1115 Luxembourg  Attention:
Coupon Paying Department  The
Calculation Agent:  Deutsche Bank
AG
Winchester House
1 Great Winchester Street
London EC2N 2DB  Attention:
Corporate Trust and Agency Services  or such other
address as the Agents may provide to a Bondholder, the Issuer or the Guarantors
in writing. Notices will take effect when delivered.  (iv)Notice to Bondholders  Where these
Bonds or the Agency Agreement requires any notice to be given to a Bondholder,
such notice shall be  
   sufficiently
given if such notice is (A) (x) in the case of Bonds evidenced by the
global certificate on deposit with a Central Securities Depository, such notice
is delivered in writing to such Central Securities Depository and (y) in
the case of Bonds evidenced by individual certificates in registered form, such
notice is sent by being deposited in the mail, first class postage prepaid, and
addressed to each person in whose name the Bonds are registered at the address
in the Bonds Register, and (B) published in at least one country-wide
circulated daily newspaper published in The Netherlands for so long as the
Bonds are listed on the Euronext Amsterdam and the rules of such exchange so
require, in the Daily Official List, while taking into account all other
requirements as set forth in Section 46 of the Listing and Issuing Rules (Fondsenreglement) of the Euronext
Amsterdams stock market.  (v)Governing Law  The Bonds and
the Agency Agreement shall be governed by, and construed in accordance with,
the law of The Netherlands.  (vi)Submission to Jurisdiction  Each of the
Issuer and the Guarantors (i) agrees that any action arising out of or
based upon the Bonds may be instituted in the competent court in Amsterdam, The
Netherlands, (ii) for the benefit of each Bondholder, irrevocably submits
to the jurisdiction of any such court in any such action and (iii) waives
to the fullest extent permitted by law any objection which it may have to the
determination of the venue of any such action brought in such court and any
claim that any such action brought in such court has been brought in an
inconvenient forum.  (vii)Appointment of Process Agent  Each of the
Guarantors which are not incorporated in The Netherlands appoints the Issuer at
its registered office for the time being (being on the Closing Date at
Hoogoorddreef 62, 1101 BE, Amsterdam ZO, The Netherlands) as its
agent for service of process, and undertakes that, in the event of the Issuer
ceasing so to act or ceasing to be registered in The Netherlands, it will
appoint such other person as its agent for service of  
   process in The
Netherlands in respect of any claim or action brought against it. Nothing
herein shall affect the right to serve proceedings in any other manner
permitted by law.  The Bonds have been accepted for clearance through Euroclear
and Clearstream under common code number
018088134 and have been assigned
Identification Number (ISIN) XS0180881343.