**Exhibit 4.17**

 

**Dutch MasterReceivables Purchase Agreement**

 

**THIS AGREEMENT**was made on27 September 2000 and amended and restated on 18 July 2002

 

**Between:**

 

(1)                                  **BUHRMANN-UBBENS BV**, a company incorporated in The Netherlands and having its principalplace of business at Pollaan 1, 7202 BV Zutphen and **PROOST en BRANDT BV**a company incorporated in The Netherlandsand having its principal place of business at Stammerkamp 1, 1112 VE Diemen(each a ***Dutch Originator***and together the ***Initial******Dutch Originators***);

 

(2)                                  **BUHRMANN SILVER S.A.**, a limited liability company incorporated in Luxembourg (registerednumber 75881) whose registered office is at 398 Route d’Esch L-1471Luxembourg (the ***European ReceivablesWarehouse Company***);

 

(3)                                  **SILVER SECURITISATION B.V.**, a limited liability company incorporated in The Netherlands(registered number 34176237) whose registered office is at Herengracht 450,1017 CA Amsterdam (the ***EuropeanMaster Purchaser***);

 

(4)                                  **DEUTSCHE TRUSTEE COMPANY LIMITED**, (formerly known as Bankers Trustee Company Limited), a limitedliability company incorporated in England and Wales (registered number 338230)whose registered office is at Winchester House, 1 Great Winchester Street,London EC2N 2DB (the ***Security Agent***, which expression shall include such personand all other person or persons for the time being acting as the security agentor agents pursuant to the European Receivables Warehouse Company SecurityDocuments); and

 

(5)                                  **BUHRMANN N.V.**,a company incorporated in The Netherlands whose registered office is atHoogoorddreef 62, 1101 BE Amsterdam Zuidoost, The Netherlands (the ***Parent***).

 

**Whereas**:

 

(A)                              The Dutch Originators wish to sell from time to time and theEuropean Receivables Warehouse Company wishes to purchase from time to timeDutch Receivables and Ancillary Rights relating thereto, on the terms andsubject to the conditions set out in this Agreement.

 

(B)                                The European Receivables Warehouse Company has agreed to createsecurity over all of its assets including its rights and benefits under thisAgreement in favour of the Security Agent for the benefit of the EuropeanReceivables Warehouse Company Secured Creditors (including the European MasterPurchaser) under the European Receivables Warehouse Company Deed of Charge.

 

(C)                                The Security Agent is entering into this Agreement in order toreceive the benefit of the warranties, covenants, undertakings and indemnitiesexpressed in its and the European Receivables Warehouse Company’s favourhereunder but the Security Agent shall not assume or incur any liabilitywhatsoever to (1) any of the Dutch Originators or (2) the EuropeanReceivables Warehouse Company by virtue of the provisions contained in thisAgreement other than in accordance with any obligation to reimburse which itmay have pursuant to Clause 7.5.

 

**it is agreed** as follows:

 

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## **Definitionsand Interpretation**

## ** **

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

 

(b)                                 This Agreement shall have expressly and specifically incorporatedinto it the provisions set out in the Framework Deed (hereafter referred to asthe ***Provisions***), asthough the same were set out in full in this Agreement *mutatis mutandis*.  In the event of any conflict between theprovisions of this Agreement and the Provisions, the Provisions shall prevail.

 

1.2                                 This Agreement is the Dutch Master Receivables Purchase Agreementreferred to in the Framework Deed.

 

## **Offer**

## ** **

2.                                       Each Dutch Originator hereby notifies the European ReceivablesWarehouse Company that it intends from time to time, on any Business Day, inits absolute discretion to make offers to sell (***Dutch Originator Offers to Sell*** and eacha ***Dutch Originator Offerto Sell***) to the European Receivables Warehouse Company all ofits right, title, interest and benefit (present and future) in and to certainDutch Receivables originated by it in the ordinary course of its business.  If a Dutch Originator wishes to make a DutchOriginator Offer to Sell to the European Receivables Warehouse Company then itwill make such Dutch Originator Offer to Sell by delivering to the EuropeanReceivables Warehouse Company an Invoices File containing details of each ofthe Dutch Receivables in respect of which a Dutch Originator Offer to Sell isbeing made, by no later than 5.00 p.m. (Central European Time) on the BusinessDay following the Business Day on which such Invoices File was produced (and sothat completed transmission of the data file comprising the relevant InvoicesFile in electronic form shall constitute delivery of the offer).  The European Receivables Warehouse Companyshall be free, subject to the terms and conditions contained in this Agreement,to decide whether or not to accept in its absolute discretion any such DutchOriginator Offer to Sell and may accept any such offer to sell only in themanner specified in Clause 3.1.

 

## **A**cceptance

## ** **

3.1                                 **Acceptance**:  Any Dutch Originator Offer to Sell made by aDutch Originator in accordance with Clause 2 shall be irrevocable up to andincluding 5.00 p.m. (Central European Time) on the fourth Business Dayfollowing the Business Day on which the Invoices File delivered at the time ofsuch Dutch Originator Offer to Sell was produced, after which time such DutchOriginator Offer to Sell shall lapse. Any such Dutch Originator Offer to Sell may be accepted by the EuropeanReceivables Warehouse Company:

 

(a)                                  identifying (or procuring that the Master Servicer identifies) bythe use of a “1” (indicating “yes”) or “0” (indicating “no”) designation in thecolumn entitled “Bought by European Receivables Warehouse Company” containedwithin each Invoices File (and which is held as a data file in the computersystems of the European Receivables Warehouse Company) the Dutch Receivablesubject to such Dutch Originator Offer to Sell, as having been sold to theEuropean Receivables Warehouse Company; and

 

(b)                                 paying to the relevant Dutch Originator or procuring the payment tothe relevant Dutch Originator for value on the Purchase Date of the InitialPurchase Price in respect of the Dutch Originator Receivable subject to suchDutch Originator Offer to Sell.

 

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The payment of the Initial Purchase Price inrespect of any Dutch Receivable identified in the manner referred to inparagraph (a) above to such account as the relevant Dutch Originator may fromtime to time direct shall constitute an unconditional and irrevocableacceptance of such Dutch Originator Offer to Sell in respect of such DutchReceivable and such a Dutch Originator Offer to Sell shall have been accepted onlyif and when such payment occurs.  DutchOriginator Offers to Sell shall not be capable of acceptance in relation to anyDutch Receivable in any other manner.

 

3.2                                 **Restrictionon Acceptance**: ** **The EuropeanReceivables Warehouse Company shall have no discretion to accept any DutchOriginator Offer to Sell in respect of any Dutch Receivable unless the EuropeanMaster Purchaser has accepted the related European Receivables WarehouseCompany Offer to Sell and has confirmed that it will have sufficient funds availableto it in euro to pay the relevant Initial Purchase Price for those DutchReceivables to the European Receivables Warehouse Company.

 

## **consideration**

## ** **

4.                                       **Consideration**:The consideration payable by the European Receivables Warehouse Company to therelevant Dutch Originator in respect of the purchase of the benefit of eachDutch Receivable shall (subject to the provisions below) be the Purchase Price,which shall be payable in instalments in accordance with Clause 5.  The Purchase Price shall be inclusive of anyTaxes which the relevant Dutch Originator may be liable to account for inrespect of the sale of Dutch Receivables hereunder and accordingly no DutchOriginator shall be entitled to add any amounts to the Purchase Price inrespect of any such Taxes.

 

## **Payment ofthe purchase price and other payments**

## ** **

5.1                                 **Initial Purchase Price**:****Subject to Clauses5.9 and 5.10 the Initial Purchase Price payable in respect of a DutchReceivable shall be payable by the European Receivables Warehouse Company tothe relevant Dutch Originator, subject to and in accordance with Clause 7.3 ofthe European Receivables Warehouse Company Deed of Charge, on the Purchase Datein respect of such Dutch Receivable.

 

5.2                                 **DeferredPurchase Price**: The Deferred Purchase Price in respect of a Dutch Receivable shall,subject to Clauses 5.4, 5.9 and 5.10, be payable by the EuropeanReceivables Warehouse Company to the Dutch Originator, subject to and inaccordance with Clause 7.3 of the European Receivables Warehouse Company Deedof Charge, as deferred consideration on each Business Day in an amount equal tothe aggregate Deferred Purchase Price in respect of each Dutch Receivablecollected on the second Business Day preceding that Business Day.

 

5.3                                 **Surplus Discount**: The Surplus Discount in respect of a Dutch Receivable shall,subject to Clauses 5.4, 5.9 and 5.10 be payable by the European ReceivablesWarehouse Company to the relevant Dutch Originator on the Business Dayfollowing the date upon which the Deferred Purchase Price of such DutchReceivable has been paid.

 

5.4                                 **Deferral of Payment of Deferred PurchasePrice and Surplus Discount following a European Stop Funding Event or aBuhrmann Termination Event**:

 

(a)                                  For so long as a European Stop Funding Event or, for the avoidanceof doubt, an Early European Amortisation Event, has occurred and is continuing,the payment of any amounts of Deferred Purchase Price and/or repayment ofSurplus Discount which would otherwise be payable to the Dutch Originators inaccordance with Clauses 5.2(a) or 5.3 hereof or Clause 7.3 of the EuropeanReceivables Warehouse Company Deed of Charge shall be deferred to the date whensuch European Stop Funding Event has been remedied or until such time as theprovisions of Clause 5.4(b) shall apply.

 

(b)                                 With effect from the occurrence of a Buhrmann Termination Event, thepayment of any amounts of Deferred Purchase Price and/or repayment of SurplusDiscount which would otherwise be payable to the Dutch Originators inaccordance with Clauses 5.2(a) or 5.3 hereof

 

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or Clause 7.3 of the EuropeanReceivables Warehouse Company Deed of Charge shall be deferred to the date whenthere are no amounts outstanding under the European Master Purchaser FundingDeed and the European Securitisation Facility has been cancelled.

 

5.5                                 **NoOther Payments for Dutch Receivables**: TheEuropean Receivables Warehouse Company shall not be obliged to pay any sum tothe Dutch Originators in respect of the Purchase Price of a Dutch Receivable orSurplus Discount except as provided for in Clause 4 or this Clause 5.

 

5.6                                 **Account for Payment**: Amounts payable by the European Receivables Warehouse Company to aDutch Originator in respect of the Dutch Receivables shall be made to suchaccount as the relevant Dutch Originator may specify to the EuropeanReceivables Warehouse Company in writing.

 

5.7                                 **Pre-Completion Collections**: The Dutch Originators and the European Receivables WarehouseCompany agree that in the event that any amounts are received from an Obligorin respect of a Dutch Receivable which becomes a Securitised EuropeanReceivable between the date on which the Invoices File in respect thereof wasdelivered to the European Receivables Warehouse Company pursuant to Clause 2and the Purchase Date in respect thereof, such amounts will be for the accountof the European Receivables Warehouse Company.

 

5.8                                 **Set-offsfor Stamp Duty**:  The EuropeanReceivables Warehouse Company shall also be entitled (to the extent applicableand if it so elects and in or towards satisfaction of the relevant DutchOriginator’s obligations) to off-set against the Purchase Price or any part ofit any stamp duty (or any other similar tax or duty on documents or thetransfer of title to property) on any assignment of a Dutch Receivable whichhas not been paid by the relevant Dutch Originator.

 

5.9                                 **Limited Recourse**:** **Notwithstanding any other provision of this Agreement ifafter applying all amounts which are required to be paid or provided for on anyBusiness Day in accordance with Clause 7.3 or, as the case may be,Clause 8.3 of the European Receivables Warehouse Company Deed of Charge,there is any amount still owing to the Dutch Originator in respect of thePurchase Price or Surplus Discount in respect of any Dutch Receivable, theDutch Originator shall not be entitled to take any further steps against theEuropean Receivables Warehouse Company or the European Master Purchaser torecover any such sums still unpaid and all claims and all rights to claimagainst the European Receivables Warehouse Company or the European MasterPurchaser in respect of each such unpaid sum shall be extinguished and theDutch Originators shall not have any rights of recourse whatsoever against theEuropean Receivables Warehouse Company in respect of any such unpaid sums.

 

5.10                           **Payments Subject to Receipt andAvailability**: Notwithstanding any other provision of the relevant TransactionDocuments, all payments required to be made by the European ReceivablesWarehouse Company under this Agreement shall be subject to (a) receipt of thesame by the European Receivables Warehouse Company from the European MasterPurchaser and (b) to the provisions of Clause 5.9 and of the EuropeanReceivables Warehouse Company Deed of Charge.

 

## **Completion**

## ** **

6.                                       **Title**: Transferof title to any Dutch Receivables in respect of which the standing offer topurchase is accepted in accordance with Clause 3.1 shall take place on the date(the ***Purchase Date***) uponwhich any Dutch Originator Offer to Sell is accepted in accordance with Clause3.1.  Each Dutch Originator Offer toSell shall constitute at the same time an offer by the relevant DutchOriginator to assign each of the Dutch Receivables so offered and eachacceptance of such Dutch Originator Offer to Sell by the European ReceivablesWarehouse Company shall at the same time constitute the acceptance of suchoffer to assign each of the Dutch Receivables so offered.

 

## **costs,expenses and taxation**

## ** **

7.1                                 **Costsand Expenses**: ** **Without prejudiceto the provisions of the other Transaction Documents, the Dutch Originatorsshall on demand jointly and severally pay by way of indemnity on a full afterTax basis all costs, claims, fees, liabilities, losses, damages and expenses(including legal and

 

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out-of-pocket expenses) properly incurred orotherwise suffered by the European Receivables Warehouse Company, the EuropeanMaster Purchaser, the Security Agent or any Buhrmann European Note Purchaser inconnection with:

 

(a)                                  the negotiation, preparation, execution and delivery of, theTransaction Documents and any related documents;

 

(b)                                 any variation, consent or approval, or any steps taken with a viewto any variation, consent or approval, in each case relating to or inconnection with any of the Transaction Documents or any related document whichwas requested by or required by the Dutch Originators or the EuropeanReceivables Warehouse Company;

 

(c)                                  the preservation or enforcement of, or any action taken to preserveor enforce, any of their rights under any of the Transaction Documents or anyrelated documents; and

 

(d)                                 the exercise by the European Receivables Warehouse Company, theEuropean Master Purchaser, the Security Agent or any Buhrmann European NotePurchaser of its rights to monitor compliance by the Dutch Originators withtheir obligations under this Agreement or the compliance by the EuropeanReceivables Warehouse Company under the Onward Dutch Master ReceivablesPurchase Agreement,

 

and (for the avoidance of doubt) the DutchOriginators shall pay to the European Receivables Warehouse Company, theEuropean Master Purchaser, the Security Agent or any Buhrmann European NotePurchaser, as appropriate, such amount as shall represent any value added tax,sales tax, purchase tax or other similar taxes or duties associated with suchcosts, fees and expenses (if any) howsoever charged to, or suffered by, theEuropean Receivables Warehouse Company, the European Master Purchaser, theSecurity Agent or such Buhrmann European Note Purchaser.

 

7.2                                 **Dutiesand Taxes**:

 

Without prejudice to the provisions of theother Transaction Documents, the Dutch Originators shall pay any stamp,documentary, transfer, excise, registration, filing and other similar duties,levies, fees or Taxes to which (i) any of the Transaction Documents or anyrelated documents, (ii) any purchase of Dutch Receivables under thisAgreement or any Onward Dutch Master Receivables Purchase Agreement,(iii) any transaction contemplated under the Transaction Documents and therelated documents including the assignment, release, resale or re-assignment ofany Dutch Receivable, or (iv) the enforcement of the rights of theEuropean Receivables Warehouse Company, the European Master Purchaser, theSecurity Agent or any Buhrmann European Note Purchaser, may be subject or giverise and the Dutch Originators shall fully indemnify the European ReceivablesWarehouse Company, the European Master Purchaser, the Security Agent or suchBuhrmann European Note Purchaser, on an after Tax basis, from and against any lossesor liabilities which any of them may properly incur or otherwise suffer as aresult of any delay in paying or omission to pay such duties, levies, fees ortaxes.

 

7.3                                 **ValueAdded Tax and Sales Tax**:

 

(a)                                  Any amounts stated in this Agreement to be payable, or payable inconnection with this Agreement, by the Dutch Originators are exclusive of valueadded tax, sales tax, purchase tax or other similar taxes or duties andaccordingly, to the extent that any such taxes arise in respect of suchpayments, the Dutch Originators shall, in addition, pay any amount properlycharged in respect of any such taxes or duties.

 

(b)                                 Any amounts stated in this Agreement to be payable, or payable inconnection with this Agreement, by the European Receivables Warehouse Companyare inclusive of value added tax, sales tax, purchase tax or other similartaxes or duties.

 

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**7.4**                                 Grossing-Up:

 

(a)                                  All payments made by the Dutch Originators to the EuropeanReceivables Warehouse Company, the European Master Purchaser, the SecurityAgent, any Buhrmann European Note Purchaser or any Subordinated BuhrmannEuropean Note Purchaser under or in connection with this Agreement shall bemade in full without any deduction or withholding in respect of Taxes (orotherwise) unless the deduction or withholding is required by law in whichevent the Dutch Originator shall:

 

(i)                  ensure that the deduction or withholding does not exceed the minimumamount legally required;

 

(ii)               forthwithpay to the European Receivables Warehouse Company, the Security Agent, theEuropean Master Purchaser, the relevant Buhrmann European Note Purchaser or therelevant Subordinated Buhrmann European Note Purchaser, as the case may be,such additional amount so that the net amount received by the EuropeanReceivables Warehouse Company, the European Master Purchaser, the SecurityAgent , the relevant Buhrmann European Note Purchaser or the relevantSubordinated Buhrmann European Note Purchaser will equal the full amount whichwould have been received by it had no such deduction or withholding been made.

 

(b)                                 All payments made by the European Receivables Warehouse Company tothe Dutch Originators under or in connection with this Agreement shall be madein full without any deduction or withholding in respect of Taxes (or otherwise)unless the deduction or withholding is required by law in which event theEuropean Receivables Warehouse Company shall ensure that the deduction orwithholding does not exceed the minimum amount legally required.  For the avoidance of doubt, the EuropeanReceivables Warehouse Company shall not be obliged to gross up any such paymentfollowing any such deduction or withholding.

 

(c)                                  The Dutch Originators hereby jointly and severally undertake toindemnify the European Receivables Warehouse Company and the European MasterPurchaser in respect of any withholding or deduction on account of Tax on thepayment of any amount due in respect of any Dutch Receivable such that theEuropean Receivables Warehouse Company or the European Master Purchaser, as thecase may be, receives the same amount that it would have received had therebeen no such withholding or deduction.

 

7.5                                 **TaxCredits**: If the Dutch Originators pay any additional amount (an ***Additional Payment***)under Clause 7.4 and the European Receivables Warehouse Company, the EuropeanMaster Purchaser, the Security Agent, any Buhrmann European Note Purchaser orany Subordinated Buhrmann European Note Purchaser effectively obtain a refundof Tax or credit against Tax on its overall net income by reason of thatAdditional Payment (a ***Tax Credit***) and the European Receivables WarehouseCompany, the European Master Purchaser, the Security Agent, the relevantBuhrmann European Note Purchaser or the relevant Subordinated Buhrmann EuropeanNote Purchaser (as applicable) is able to identify such Tax Credit as beingattributable to such Additional Payment, then the European ReceivablesWarehouse Company, the European Master Purchaser, the Security Agent, therelevant Buhrmann European Note Purchaser, or the relevant SubordinatedBuhrmann European Note Purchaser (as appropriate), shall reimburse the DutchOriginators such amount as the European Receivables Warehouse Company, theEuropean Master Purchaser, the Security Agent, the relevant Buhrmann EuropeanNote Purchaser or the relevant Subordinated Buhrmann European Note Purchasershall determine to be the proportion of such Tax Credit as will leave it, afterthat reimbursement, in no better or worse position than it would have been inif that Additional Payment had not been required.  The European Receivables Warehouse Company, the European MasterPurchaser, the Security Agent, the relevant Buhrmann European Note Purchaser orthe relevant Subordinated Buhrmann European Note Purchaser shall have absolutediscretion as to whether to claim any Tax Credit and, if it does so claim, theextent, order and manner in which it does so. None of the European Receivables Warehouse Company, the European MasterPurchaser, the Security Agent, any Buhrmann European Note

 

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Purchaser and any Subordinated BuhrmannEuropean Note Purchaser shall be obliged to disclose any information regardingits tax affairs or computations to the Dutch Originators.

 

7.6**                                 After Tax Amount**:  In theevent that any taxing authority seeks to charge to Tax any sum paid to theEuropean Receivables Warehouse Company, the European Master Purchaser, theSecurity Agent, any Buhrmann European Note Purchaser or any Subordinated BuhrmannEuropean Note Purchaser as a result of the indemnities or other obligationscontained herein then the amount so payable shall be grossed up by such amountas will ensure that after payment of the Tax so charged there shall be left asum equal to the amount that would otherwise be payable under such indemnity orobligation.

 

7.7                                 **Interest**: If theDutch Originators fail to pay any sum payable by the Dutch Originators to theEuropean Receivables Warehouse Company, the European Master Purchaser, theSecurity Agent, any Buhrmann European Note Purchaser or any SubordinatedBuhrmann European Note Purchaser under this Agreement when due the DutchOriginators shall pay interest on such sum from the date when it became due andpayable to the date of payment at the rate of the aggregate of 3 per cent. perannum and the overnight euro rate of Deutsche Bank AG as from time to time inforce (both before and after any judgment obtained under this Agreement).

 

## **representations,warranties and undertakings**

## ** **

8.1                                 **On****the European Closing Dateand the MTN Closing Date**:  Inentering into this Agreement, each Dutch Originator (in respect of itself) andthe Parent (in respect of itself and each Dutch Originator) hereby representsand warrants to the European Receivables Warehouse Company and the SecurityAgent on the European Closing Date and the MTN Closing Date in the terms setout in Part 1 of Schedule 2 with reference to the facts and circumstancesthen subsisting.

 

8.2                                 **On each Purchase Date**:  On each Purchase Date,each Dutch Originator (in respect of itself) and the Parent (in respect ofitself and each Dutch Originator) shall be deemed to represent and warrant tothe European Receivables Warehouse Company and the Security Agent, in the termsset out in Parts 1 and 2 of Schedule 2 with reference to the facts andcircumstances then subsisting.

 

8.3                                 **Covenants**:  Each Dutch Originator (in respect of itself)and the Parent (in respect of itself and each Dutch Originator) covenants withthe European Receivables Warehouse Company as follows:

 

(a)                                  **TaxPayments**:  The relevant DutchOriginator will pay all relevant Tax and make all relevant returns in respectof Tax in relation to goods and services supplied under Contracts which giverise to Dutch Receivables purchased under this Agreement and on-sold by theEuropean Receivables Warehouse Company under the Onward Dutch MasterReceivables Purchase Agreement.

 

(b)                                 **FiduciaryAgent**:  To the extent that the saleof a Dutch Receivable to the European Receivables Warehouse Company does notentitle the European Receivables Warehouse Company to the entire interesttherein, the relevant Dutch Originator shall hold such interest as fiduciaryagent for the European Receivables Warehouse Company or the European MasterPurchaser, as the case may be, and shall not thereafter deal in any way withany interest in the relevant Dutch Receivable save as expressly permitted underthis Agreement or the Onward Dutch Master Receivables Purchase Agreement.

 

(c)                                  **PerformContracts**:  The relevant DutchOriginator shall perform and comply with all material provisions, covenants andother obligations required to be observed by it under each Contract relating toDutch Receivables in full and on a timely basis and the exercise by theEuropean Receivables Warehouse Company of its rights under this Agreement shallnot relieve the Dutch Originator of such obligations.

 

(d)                                 **IndemnityAgainst Claims**:  To the extent theEuropean Receivables Warehouse Company is not indemnified under Clause 11.2,the European Receivables Warehouse Company shall not

 

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have any obligation orliability with respect to any Dutch Receivables or with respect to any of theContracts under which they arise nor will the European Receivables WarehouseCompany be required to perform any of the obligations of the Dutch Originatorsand, as the case may be, the Parent under such Contracts.  The Dutch Originators and, as the case maybe, the Parent will indemnify and keep indemnified, on a joint and several andafter Tax basis, the European Receivables Warehouse Company, the EuropeanMaster Purchaser, the Buhrmann European Note Purchasers and the Security Agentagainst any cost, claim, loss, expense, liability or damages (including legalcosts and out-of-pocket expenses) properly incurred or otherwise suffered byany of them in connection with any claim or counterclaim or action ofwhatsoever nature made by a customer or any third party arising out of or inconnection with a Contract under which a Dutch Receivable purchased hereunderarises or any goods or services which are the subject of such a Contract orDutch Receivable (including any claim or counterclaim of a customer or thirdparty in respect of product liability, property damage, personal injury,consequential loss or other similar claim) and the Dutch Originators and, asthe case may be, the Parent jointly and severally undertake to pay on demand tothe European Receivables Warehouse Company or, as the case may be, to theEuropean Master Purchaser or the Security Agent without any set-off, deductionor withholding whatsoever the amount of any such cost, claim, loss, expense,liability or damages so suffered or incurred.

 

(e)                                  **IndemnityAgainst Breach**:  The DutchOriginators and, as the case may be, the Parent shall indemnify and keepindemnified each of the European Receivables Warehouse Company, the EuropeanMaster Purchaser, the Buhrmann European Note Purchasers and the Security Agent,on a joint and several and after Tax basis, in an amount equal to any cost,claim, loss, expense, liability or damages (including legal costs andout-of-pocket expenses) properly incurred or otherwise suffered by it inconnection with any breach by any of the Dutch Originators of this Agreement orany of the other Transaction Documents and the Dutch Originators and, as thecase may be, the Parent shall on demand pay to the European ReceivablesWarehouse Company or, as the case may be, the European Master Purchaser, theBuhrmann European Note Purchasers or the Security Agent without any set-off,deduction or withholding whatsoever the amount of any such cost, claim, loss,expense, liability or damages so suffered or incurred.

 

(f)                                    **European Receivables Warehouse Company****Indemnities**: The Dutch Originators and, as the case may be, theParent shall on each Calculation Date pay to the European Receivables WarehouseCompany, on a joint and several and after Tax basis, an amount equal to theaggregate amount of European Receivables Warehouse Company Indemnities then dueand payable by the European Receivables Warehouse Company. The EuropeanReceivables Warehouse Company will procure that the Master Servicer shallnotify the Dutch Originators and the Parent in writing of the EuropeanReceivables Warehouse Company Indemnities due and payable by the EuropeanReceivables Warehouse Company on such Calculation Date, and shall provide theDutch Originators and the Parent with a statement setting forth details of theincurrence of such European Receivables Warehouse Company Indemnities which shallbe conclusive in the absence of manifest error.

 

(g)                                 **Sale**: Each sale and purchase of a Dutch Receivablehereunder has been and shall be recorded as a sale of the relevant DutchReceivable in the computer systems of the European Receivables Warehouse Company,subject to and in accordance with the provisions of Clause 3.1.

 

(h)                                 **BuhrmannOperating Procedures**:  Each ofthe Dutch Originators shall comply in all material respects with the BuhrmannOperating Procedures in entering into transactions which give rise to DutchReceivables purchased hereunder and will not make any changes to the BuhrmannOperating Procedures (i) without the prior written consent of the EuropeanReceivables Warehouse Company, the European Master Purchaser, the SecurityAgent and each Buhrmann European Note Purchaser and (ii) unless the RatingCondition is satisfied with respect to such change.

 

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(i)                                     **Locationof Records**:  Each of the DutchOriginators shall keep all its books, records and documents evidencing orrelating to the Dutch Receivables purchased hereunder at its office specifiedat the beginning of this Agreement and/or such other address as it may fromtime to time notify to the European Receivables Warehouse Company, the EuropeanMaster Purchaser, each Buhrmann European Note Purchaser, each SubordinatedBuhrmann European Note Purchaser and the Security Agent and shall,(i) prior to the occurrence of a European Stop Funding Event (or, for theavoidance of doubt, an Early European Amortisation Event) or a BuhrmannTermination Event, on receipt of not less than one day’s notice, at anyreasonable time during normal business hours and (ii) for so long as a EuropeanStop Funding Event (or, for the avoidance of doubt, an Early EuropeanAmortisation Event) has occurred and is continuing, or after the occurrence ofa Buhrmann Termination Event, forthwith permit the European ReceivablesWarehouse Company and/or the European Master Purchaser and/or each BuhrmannEuropean Note Purchaser and/or the Security Agent or any of its agents orrepresentatives to examine and make copies of and abstracts from the records,books of account and documents (including computer tapes and disks) of theDutch Originators relating to the Dutch Receivables purchased hereunder, and tovisit the properties of the Dutch Originators for the purpose of examining suchrecords, books of account and documents, and to discuss the affairs, financesand accounts of the Dutch Originators relating to the Dutch Receivables withany of its officers or directors and with its auditors.

 

(j)                                     **Data Files**:  Without prejudice to the obligations of theEuropean Receivables Warehouse Company pursuant to Clause 8.4, each of theDutch Originators shall:

 

(i)                  at the close of business on each Business Day, send the InvoicesFile in respect of that Business Day; and

 

(ii)               onthe last Business Day of each month, send the Counterparty File updated as atthat Business Day,

 

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

 

Each of the Dutch Originatorsand the Parent shall procure that the European Master Purchaser, each BuhrmannEuropean Note Purchaser and the Security Agent or any agent or representativeof any of them shall have access (i) prior to the occurrence of a EuropeanStop Funding Event (or, for the avoidance of doubt, an Early EuropeanAmortisation Event) or a Buhrmann Termination Event, during normal businesshours and (ii) for so long as a European Stop Funding Event (or, for theavoidance of doubt, an Early European Amortisation Event) has occurred and iscontinuing or after the occurrence of a Buhrmann Termination Event, forthwith,to the most recent Invoices File and Counterparty File stored at the offices ofBuhrmann Europcenter N.V. at Bodemstraat 11, Bus 1, B-3830 Wellen, Belgium andmay make copies of and abstracts from such files.  In addition, each of the Dutch Originators agrees that it willwithin one Business Day of the request by the European Master Purchaser, anyBuhrmann European Note Purchaser or the Security Agent, furnish the partyrequesting such information with a copy of the most recent Invoices File andCounterparty File; and

 

(k)                                  **Solvency Certificates**:  Each of the DutchOriginators shall, within 3 Business Days of each Calculation Date, deliver tothe European Receivables Warehouse Company, the European Master Purchaser andthe Security Agent a Dutch Originator Solvency Certificate in the form set outin Schedule 3 and dated that Calculation Date.

 

9

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8.4                                 **ReportingRequirements of the Dutch Originators**:

 

(a)                                  Until such time as all the liabilities of the Dutch Originators, theEuropean Receivables Warehouse Company and the European Master Purchaser underthe Transaction Documents have been discharged:

 

(i)                  each Dutch Originator shall deliver to the Security Agent, theEuropean Master Purchaser and the European Receivables Warehouse Company andthe Parent hereby agrees to procure the production by each Dutch Originator ofthe same:

 

(A)           not laterthan 120 days after the end of each financial year and not later than 30 daysafter the end of each of the first three financial quarters of each financialyear, a certificate of a duly authorised officer of such Dutch Originator inthe form set out in Schedule 4 stating that, to the best of such officer’sknowledge, such Dutch Originator during such period has observed or performedall of its covenants and other agreements, and satisfied every condition,contained in this Agreement to be observed, performed or satisfied by it, andthat such officer has no knowledge of any Buhrmann Termination Event orPotential Buhrmann Termination Event except as specified in such certificate;and

 

(B)             promptlyand from time to time such information, documents, records or reportsconcerning such Dutch Receivables and/or the Obligors and such additionalfinancial information as the European Receivables Warehouse Company, theEuropean Master Purchaser or the Security Agent may request; and

 

(ii)               theParent shall deliver to the Security Agent, the European Master Purchaser andthe European Receivables Warehouse Company:

 

(A)           assoon as they become available (and in any event within 120 days of each oftheir respective financial periods) copies of the audited consolidated financialstatements of the Parent for that period each of which shall contain incomestatements and balance sheets and cash flow statements and be audited andcertified, without qualification, by a firm of independent accountants ofrecognised international standing; and

 

(B)             assoon as they become available (and in any event within 50 days of theirrespective financial half years) copies of the unaudited financial statementsof the Parent for that half year each of which shall contain an incomestatement, a balance sheet and a cash flow statement.

 

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

 

(c)                                  Each Dutch Originator (in respect of itself) and the Parent (inrespect of itself and each Dutch Originator) shall procure that all informationand reports furnished by it or on its behalf under the Transaction Documents(including but not limited to each Invoices File and Counterparty File) isaccurate in all material respects.

 

8.5                                 **Survival**:  The representations, warranties, andundertakings set out in Schedule 2 shall form part of the terms of thesale and purchase of each and every Dutch Receivable purchased hereunder andaccordingly such warranties, representations, covenants and undertakings shallremain in full force and effect notwithstanding the completion of suchpurchase.

 

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8.6                                 **Reliance**:

 

Each of the Parent and each Dutch Originatoracknowledges that:

 

(a)                                  the representations and warranties set out in Schedule 2 andthe covenants contained in Clause 8.3 are made with a view to inducing theEuropean Receivables Warehouse Company, the European Master Purchaser, theBuhrmann European Note Purchasers and the Subordinated Buhrmann European NotePurchasers to enter into the Transaction Documents and the transactionscontemplated hereby and thereby and have caused and will cause the EuropeanReceivables Warehouse Company, the European Master Purchaser, the BuhrmannEuropean Note Purchasers and the Subordinated European Note Purchasers to takeother actions in relation to such Transaction Documents and transactions andthat such persons will rely upon such representations, warranties, covenantsand undertakings notwithstanding any information in fact possessed ordiscoverable by or otherwise disclosed to any of them;

 

(b)                                 none of the European Receivables Warehouse Company, the EuropeanMaster Purchaser, the Security Agent, the Buhrmann European Note Purchasers orthe Subordinated Buhrmann European Note Purchasers have made or will makeinquiries of or in respect of (i)  anyperson which owes any payment or other obligation to the Dutch Originators inrespect of a Dutch Receivable; (ii)  thesums receivable under or stated to be receivable in respect of any DutchReceivable; (iii)  the terms of anycontract, guarantee, indemnity, letter of credit, bill of exchange or any otheragreement or arrangement relating to a Dutch Receivable; (iv)  any compensation, guarantee or insurancescheme or policy which may be relevant to a Dutch Receivable; or (v)  the creditworthiness or suitability of anyObligor, or any other party to any arrangement or agreement relating to a DutchReceivable; and

 

(c)                                  although the European Receivables Warehouse Company, the EuropeanMaster Purchaser and the Security Agent and certain other entities have seencopies of and may have conducted checks or analysis of the contracts from whichthe Dutch Receivables derive and may have made and/or may in the future makeenquiries of the type mentioned in Clause 8.6(b), that fact shall not inany way limit or affect the Dutch Originators’ obligations under therepresentations and warranties contained in Schedule 2.

 

## **Consequencesof a Buhrmann Termination Event**

## ** **

9.                                       At any time after the occurrence of a Buhrmann Termination Event andsubject to the provisions of Clause 10.2, the European Receivables WarehouseCompany (or the Master Servicer on its behalf) may, and upon being requested todo so by the Security Agent shall (and for the avoidance of doubt, the SecurityAgent may under no circumstances be under the obligation to so request), andthe Security Agent may itself:

 

(a)                                  give notice in its own name (and/or require the Dutch Originators togive notice) to all or any of the Obligors and such other persons as theSecurity Agent requests for the purposes of protecting the Dutch Receivables orperfecting the title of the European Receivables Warehouse Company to all orany of the Dutch Receivables purchased hereunder; and/or

 

(b)                                 direct (and/or require the Dutch Originators to direct) all or anyof the Obligors to pay amounts outstanding in respect of Dutch Receivablesdirectly to the European Receivables Warehouse Company, the European MasterPurchaser or the Security Agent or into such accounts or to such other personsas are specified by the European Receivables Warehouse Company or the EuropeanMaster Purchaser (or by the Security Agent on its behalf); and/or

 

(c)                                  terminate this Agreement immediately by giving notice in writing tothe Dutch Originators; and/or

 

(d)                                 take such other action as it considers to be necessary, appropriateor desirable in order to recover any amount outstanding in respect of DutchReceivables or to improve, protect, preserve or enforce their rights againstthe Obligors in respect of such Dutch Receivables.

 

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## **Termination**

## ** **

10.1                           This Agreement shall terminate pursuant to a notice given pursuantto Clause 9(c) with effect from the date of such notice or automaticallywith immediate effect:

 

(a)                                  if the European Master Purchaser Funding Deed is terminated orcancelled in full; or

 

(b)                                 on the occurrence of a Buhrmann Termination Event.

 

10.2                           The termination of this Agreement shall not affect any rights orobligations of the parties in relation to any Dutch Receivables purchased priorto such termination and the provisions of this Agreement shall continue to bindthe parties to the extent and for so far and so long as may be necessary togive effect to such rights and obligations. The covenants, obligations and undertakings of each Dutch Originator andthe rights and remedies of the European Receivables Warehouse Company, theEuropean Master Purchaser and the Security Agent in respect of anyrepresentation, warranty or statement made by any of the Dutch Originatorsunder or in connection with this Agreement and the indemnification and otherpayment obligations of the Dutch Originators shall continue and remain in fullforce and effect notwithstanding the termination of this Agreement.

 

## **Remedies forBreach of Warranty**

## ** **

11.1(a)**            **If any representationor warranty set out in Part 2 of Schedule 2 proves to have been incorrectwhen made and remains incorrect, or if the relevant Dutch Receivable has neverexisted, the relevant Dutch Originator shall, as soon as practicable, take theaction specified in Clause 11.1(b) in respect of the Dutch Receivables towhich such breach of representation or warranty relate(s) (or which did notexist) (the ***Non-ConformingDutch Receivables***).

 

(b)                                 The relevant Dutch Originators shall (i) purchase on the RelevantDate from the European Receivables Warehouse Company the relevantNon-Conforming Dutch Receivables for a price equal to the sum of (A) thePurchase Price of the Dutch Receivable; (B) interest on the Initial PurchasePrice of the Dutch Receivable from the Purchase Date of such Dutch Receivableto the date when the Repurchase Price in respect of the Dutch Receivable ispaid to the European Receivables Warehouse Company at a rate per annum equal tothe highest Estimated Funding Costs of any Buhrmann European Noteholder as atthe most recent Calculation Date; and (C) any reasonable administrative orother costs incurred by the European Receivables Warehouse Company or theEuropean Master Purchaser (the ***Repurchase Price***), and for such price to be paid intothe European Receivables Warehouse Company Euro Transaction Account or(ii) provided that a Buhrmann Termination Event has not occurred,substitute on the Relevant Date an Eligible Dutch Receivable having a FaceAmount equal to or greater than the Non-Conforming Dutch Receivable itreplaces; provided that the relevant Dutch Originators shall only be requiredto take any action specified in Clause 11.1(b)(i) or (ii) to the extent thatthe European Master Purchaser has required the European Receivables WarehouseCompany to repurchase or substitute such Non-Conforming Dutch Receivable inaccordance with Clause 11.1(b) of the Onward Dutch Master Receivables PurchaseAgreement.

 

(c)                                  Following purchase of a Non-Conforming Dutch Receivable by therelevant Dutch Originator and (i) the credit of the Repurchase Price into theEuropean Receivables Warehouse Company Euro Transaction Account in clearedfunds or (ii) the substitution of an Eligible Dutch Receivable as specified inClause 11.1(b)(ii), the Security Agent is authorised to release (at therelevant Dutch Originator’s expense) the relevant Non-Conforming DutchReceivable from the Encumbrances created by the European Receivables WarehouseCompany Security Documents.

 

(d)                                 If at any time:

 

(i)                  there becomes available or arises any set-off, counterclaim, defenceor deduction in respect of a Dutch Receivable; or

 

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(ii)               anyDilution occurs in relation to a transaction under which a Dutch Receivablearises or any other transaction between such Obligor and a Dutch Originator,

 

then the Dutch Originatorsshall on the next Business Day (i) pay to the European Receivables WarehouseCompany Euro Transaction Account an amount equal to the amount of such set-off,counterclaim, defence, deduction or Dilution, or (ii) transfer to the EuropeanReceivables Warehouse Company Eligible Dutch Receivables with a Face Amountequal to or greater than the amount of such set-off, counterclaim, defence,deduction or Dilution, or (iii) allow the European Receivables WarehouseCompany to use the Unallocated Euro Cash Proceeds (if any) within the relevantDutch Collection Account to pay an amount equal to the amount of set-off,counterclaim, defence, deduction or Dilution.

 

(e)                                  Each of the Security Agent and the Dutch Originators agrees with andacknowledges to the European Receivables Warehouse Company that, in respect ofany breach of representation or warranty under Clause 8.2 and Part 2 ofSchedule 2, the sole remedy available to it shall be to require the DutchOriginators to take the action specified in Clause 11.1(b) (to the extent thatthe European Master Purchaser has required the European Receivables WarehouseCompany to repurchase or substitute such Non-Conforming Dutch Receivable inaccordance with Clause 11.1(b) of the Onward Dutch Master Receivables PurchaseAgreement) and, if the Dutch Originators comply with Clause 11.1(b) none of theSecurity Agent, the European Master Purchaser and any Buhrmann European NotePurchaser shall be entitled to claim damages or to exercise any other remedy(whether in contract, tort or otherwise) in respect of any such breach.

 

(f)                                    For the avoidance of doubt, each of the Security Agent and the DutchOriginators agrees with and acknowledges to the European Receivables WarehouseCompany that nothing in Clause 11.1(e) shall in any way limit or affectthe European Receivables Warehouse Company’s ability or entitlement to claimdamages or to exercise any other remedy (whether in contract, tort orotherwise) in respect of any breach of representation or warranty contained inPart 1 of Schedule 2.

 

11.2                           **Remedyfor Certain Breaches of Concentration Limits**:  If, at any time, as a result of the purchase of any Dutch Receivablethere is a breach of the representations in paragraph (a) of Part 2 of Schedule2 by reference to the Eligibility Criteria set out in paragraphs (c) ofSchedule 1 in circumstances where the credit rating of any EligibleObligor Country or any Obligor has been downgraded prior to the relevantPurchase Date when such Dutch Receivable was purchased and the DutchOriginators certify that they were not, on the relevant Purchase Date, aware ofsuch downgrading, then on each succeeding Purchase Date thereafter, the DutchOriginators and the European Receivables Warehouse Company shall select DutchReceivables to be purchased by the European Receivables Warehouse Company so asto result in the breach being rectified, to the extent that such Dutch Receivablesare available to be sold and purchased and the Dutch Originators shall only beobliged to comply with the requirements set out in Clause 11.1 in respectof such Dutch Receivables if the breach has not been rectified in this way bythe Calculation Date following the date on which the Dutch Originators becameaware of such downgrading.

 

11.3                           If any representation or warranty set out in Part 1 ofSchedule 2 proves to have been incorrect when made and remains incorrect,the European Receivables Warehouse Company shall be entitled generally to allremedies available to it under Dutch or, as the case may be, German law(including, without limitation, an action for damages) for breach of warrantyagainst the relevant Dutch Originator and the Parent, respectively.

 

11.4                           **Recoupment of Value Added Tax**: For the purpose of ensuring recoupment of any value added taxforming part of a Dutch Receivable:

 

(a)                                  all or part of which remains unpaid after the statutory period forpurposes of claiming bad debt relief has elapsed; or

 

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(b)                                 which or the Face Amount of which is, or would be, reduced, adjustedor cancelled by a Dutch Originator,

 

each Dutch Originator will use its reasonableendeavours to recover such value added tax (or the appropriate part thereof)from the appropriate tax authorities, and shall, to the extent that theEuropean Receivables Warehouse Company or the European Master Purchaser has notalready been fully compensated for the non-receipt of such part of the DutchReceivables as is equal to the valued added tax charged thereon, promptly remitthe net amount not so compensated to the European Receivables Warehouse Companyand, until so remitted, will hold in trust for the European Master Purchaser suchnet amount from any value added tax recovered by the relevant Dutch Originatorin respect thereof (and any such net amount will be paid into the relevantDutch Collection Account).  Each DutchOriginator will make such accounting write-offs and transfers and raise suchcredit notes as may be necessary or desirable for this purpose, and take allsuch other steps as may be reasonably requested by the European ReceivablesWarehouse Company or the European Master Purchaser. At the request of therelevant Dutch Originator and whether or not any amounts are payable to theEuropean Receivables Warehouse Company under this Clause 11, the EuropeanReceivables Warehouse Company may, or at such time as the European ReceivablesWarehouse Company is fully compensated, will reassign or re-transfer to therelevant Dutch Originator, who will accept such re-assignment or re-transfer ofany such Dutch Receivable (for a nil or nominal consideration) solely for thepurpose of facilitating recoupment of such value added tax, but only to theextent that the relevant Dutch Receivable has been re-assigned orre-transferred to the European Receivables Warehouse Company by the EuropeanMaster Purchaser.

 

## **Protection ofEuropean Receivables Warehouse Company, the European Master Purchaser and theBuhrmann European Noteholders; Further Assurance**

## ** **

12.1                           **Subordinationof Dutch Originators’ Rights**:  Notwithstanding any other provision of this Agreement, or thewinding-up of any Dutch Originator, the European Receivables Warehouse Companyor the European Master Purchaser, until one year and one day has elapsedfollowing the later of (a) the payment of all sums outstanding and owingin respect of the European Receivables Warehouse Company Secured Obligationsand (b) the payment of all sums outstanding and owing in respect of theEuropean Master Purchaser Secured Obligations, no Dutch Originator shall takeany proceedings against the European Receivables Warehouse Company or theEuropean Master Purchaser to enforce any of its rights hereunder or purport toenforce its rights hereunder whether by exercising any set-off, or making anywithholding or deduction against any amounts otherwise due to the EuropeanReceivables Warehouse Company or the European Master Purchaser under thisAgreement or any of the Transaction Documents or otherwise.

 

12.2                           **FurtherAssurance**:  Each of the DutchOriginators agrees that from time to time it will, at its own cost, promptlyexecute and deliver all instruments and documents, and take all further actionas the European Receivables Warehouse Company may reasonably request in orderto perfect, protect or more fully evidence the European Receivables WarehouseCompany’s or the European Master Purchaser’s ownership interest in the DutchReceivables and any proceeds thereof without, however, giving notice to theObligors (except in the circumstances contemplated in Clause 8.1).

 

12.3                           **Enforcement**:  Each of the Dutch Originators herebyirrevocably consents to:

 

(a)                                  the European Receivables Warehouse Company (or the Master Serviceron its behalf) and the Security Agent at any time after the occurrence of aBuhrmann Termination Event, for its own benefit commencing proceedings in thename of the relevant Dutch Originator in respect of any of the purchased DutchReceivables; and

 

(b)                                 the Security Agent at any time commencing proceedings on behalf ofthe European Receivables Warehouse Company Secured Creditors and/or theEuropean Master Purchaser Secured Creditors in respect of any of theirrespective rights hereunder and under the other Transaction Documents.

 

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12.4                           **FiduciaryAgent**:  The DutchOriginators shall hold as fiduciary agent for the sole benefit of the EuropeanReceivables Warehouse Company any contracts and other documentary items andevidence relating to all outstanding Dutch Receivables at the offices specifiedin Clause 7.2 of the Framework Deed.

 

12.5                           **CurrencyIndemnity**: If any payment under this Agreement is made or fails to be satisfiedin a currency (the ***payment currency***)other than the currency in which such payment is expressed to be due (the ***contractual currency***)then the Dutch Originator as a separate and independent obligation shallindemnify and hold harmless (on an after Tax basis) the European ReceivablesWarehouse Company to the extent that the amount of the payment actuallyreceived by the European Receivables Warehouse Company when converted into thecontractual currency by the European Receivables Warehouse Company purchasingthe contractual currency (with the sum received) falls short of the amountexpressed to be due.

 

12.6                           **Paymentto Dutch Originator’s Account**:  Wheneverany amount is due, owing or payable to any of the Dutch Originators under or inconnection with this Agreement, payment of such sum in cleared funds into therelevant Dutch Originator’s bank account shall constitute a complete dischargeof the obligation to pay such amounts.

 

12.7                           **Appropriationof Payments**:  If a person owing apayment obligation in respect of a Dutch Receivable makes a general payment toa Dutch Originator on account both of a Dutch Receivable which the EuropeanReceivables Warehouse Company has purchased or agreed to purchase and of anyother moneys due for any reason whatsoever to the Dutch Originator and makes noapportionment between them then such payment shall be treated as though theperson had appropriated it first to the Dutch Receivable which the EuropeanReceivables Warehouse Company has purchased or agreed to purchase and theproceeds of or comprised in such payment up to the full amount due or to becomedue in respect of the Dutch Receivable shall accordingly be the property of theEuropean Receivables Warehouse Company and the Dutch Originator shallimmediately and without deduction transfer that amount in accordance withClause 2.2 of each Dutch Collection Account Agreement and shall in the meantimehold such moneys as fiduciary agent for the European Receivables WarehouseCompany).

 

12.8**                           Choice of Law**: This Agreement shall be governed by andconstrued in accordance with the laws of Germany.

 

12.9                           **Jurisdiction**:Each of the parties hereto irrevocably agrees that the competent courts of TheNetherlands shall have jurisdiction to hear and determine any suit, action orproceeding, and to settle any disputes, which may arise out of or in connectionwith this Agreement and, for such purposes, irrevocably submits to thejurisdiction of such courts.  Each ofthe parties hereto irrevocably waives any objection which it might now orhereafter have to the courts of Amsterdam being nominated as the appropriateforum and agrees not to claim that any such court is not a convenient orappropriate forum.

 

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##### **SCHEDULE 1**

##### ** **

###### **Dutch Eligibility Criteria**

###### ** **

In order for a Dutch Receivable to meet theDutch Eligibility Criteria, the Dutch Receivable or the relevant Contract, asthe case may be, from which it is derived must satisfy the following:

 

(a)                                  **OrdinaryCourse of Business**:  it has beenoriginated by the Dutch Originator in the ordinary course of business from thesale of goods or services of the relevant Dutch Originator, represents thepurchase price of specified goods or services supplied and is set out in anInvoice delivered by the Dutch Originator and is non-interest bearing;

 

(b)                                 **Completed Performance**:  it has been originated bythe Dutch Originator pursuant to a Contract under which such Dutch Originatorhas fully performed its obligations to the relevant Obligor;

 

(c)                                  **CountryLimits**:  it is payable by anObligor incorporated in or acting through a branch located in an EligibleObligor Country and purchase of the relevant Dutch Receivable will not causethe Maximum Country Limit to be exceeded;

 

(d)                                 **Currency**: it is denominated and payable in euro;

 

(e)                                  **MaximumTerm**:  it is payable withina maximum period of 90 days from the invoice date;

 

(f)                                    **Assignability**: it can be freely and validly transferred by wayof assignment to the European Receivables Warehouse Company under the terms ofthe relevant Contract without any requirement to give notice to or obtainconsent from the Obligor and without otherwise breaching the Contract underwhich the Dutch Receivable arises;

 

(g)**                                 No Defaults etc**:  the relevant Dutch Originatoris not in default under the terms of the Contract from which the Dutch Receivable arises;

 

(h)                                 **Obligor**:  the Obligor in respect of the Dutch Receivable is not bankrupt orinsolvent or in liquidation, administration, receivership or subject to anyanalogous procedure.

 

(i)**                                     Governing Law**:  theContract under which any obligation to make payment in respect of that DutchReceivable arises is governed by the law of The Netherlands;

 

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

 

(k)                                  **Defaults and Delinquencies**:  it is not a DefaultedReceivable or a Delinquent Receivable;

 

(l)                                     **Bill and Hold**:  it does not arise under a contract inrespect of which an invoice has been generated but the goods have not beendelivered or the services have not been performed; and

 

(m)                               **Sub-contracted Services**:  it is not related to aservice which is sub-contracted to a third party.

 

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##### **SCHEDULE 2**

##### ** **

###### **Part1**

###### **Representations and Warrantiesrelating to the Dutch Originators**

###### ** **

(a)                                  **Status**:  it is duly incorporatedwith limited liability and validly existing under the laws of The Netherlands;

 

(b)                                 **Powers and Authorisations**:  the documents whichcontain or establish its constitution include provisions which give power, andall necessary corporate authority has been obtained and action taken, for it toown its assets, carry on its business and operations as they are now beingconducted and to sign and deliver, and perform the transactions contemplatedin, the Transaction Documents to which it is a party;

 

(c)                                  **LegalValidity/Pari Passu Ranking**:  itsobligations under the Transaction Documents constitute, or when executed by itwill constitute, its legal, valid and binding obligations enforceable againstit in accordance with their respective terms, except as enforceability may belimited by applicable bankruptcy, insolvency, reorganisation, moratorium orsimilar laws affecting the enforcement of creditors’ rights generally and bygeneral equitable principles (whether enforcement is sought by proceedings inequity or at law).  Its obligationsthereunder are and will be direct, unconditional and general obligations whichrank equally with all its other unsecured obligations and liabilities, presentor future, actual or contingent, save for unsecured obligations and liabilitiesaccorded preference over its other unsecured obligations and liabilitiespursuant to any provision of the laws of The Netherlands;

 

(d)                                 **Non-Violation**:  the execution, signing and delivery of the TransactionDocuments to which it is a party and the performance of any of the transactionscontemplated in any of them do not and will not contravene or breach orconstitute a default under or conflict or be inconsistent with or cause to beexceeded any limitation on it or the powers of its directors imposed by orcontained in:

 

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

 

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

 

(iii)            anydocument which contains or establishes its constitution;

 

(e)                                  **Consents**: no authorisation, approval, consent, licence,exemption, registration, recording, filing or notarisation and no payment ofany duty or tax and no other action whatsoever which has not been duly andunconditionally obtained, made or taken is required to ensure (i) the creation,validity, legality, enforceability or priority of its liabilities andobligations or of the rights of the European Receivables Warehouse Company, theEuropean Master Purchaser or the Security Agent against it under theTransaction Documents or (ii) the effective sale, substitution and transfer ofDutch Receivables to the European Receivables Warehouse Company subject to andin accordance with this Agreement;

 

(f)                                    **No Default**:  no event has occurredwhich constitutes, or which with the giving of notice and/or the lapse of timeand/or a relevant determination would constitute, a contravention of, ordefault under, any such law, statute, decree, rule, regulation, order,judgment, injunction, decree, resolution, determination or award or anyagreement, document or instrument by which the Dutch Originator or any of itsassets is bound or affected, being a contravention or

 

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default which might materiallyand adversely affect its ability to observe or perform its obligations underthe Transaction Documents to which it is a party;

 

(g)                                 **Tax Liabilities**:  all material and necessaryreturns have been delivered by it or on its behalf to the relevant taxationauthorities and it is not in material default in the payment of any Taxes, andno material claim is being asserted with respect to Taxes which is notdisclosed in the most recent financial statements delivered in accordance withClause 8.4(a)(i) or (ii);

 

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

 

(i)                                     **NoMaterial Adverse Change**:  since its most recent audited financial statements, there hasbeen no change in its financial condition or its operations so as to have amaterial adverse effect on its ability to perform its obligations under theTransaction Documents;

 

(j)                                     **No Security**:  there is no Encumbranceover or in relation to any of its Dutch Collection Accounts (or the proceeds ofor any interest in such accounts) and it is not a party to nor are any of suchassets bound by any order, agreement or instrument under which it is or incertain events may be required to create, assume or permit to arise anyEncumbrance over or in relation to such assets;

 

(k)                                  **Solvency**:  it is solvent and able topay its debts as they fall due and has not suspended or threatened to suspendmaking payments (whether of principal or interest) with respect to all or anyclass of its debts and will not become insolvent or unable to pay its debts inconsequence of any sale of Dutch Receivables under this Agreement or any otherobligation or transaction contemplated in the Transaction Documents;

 

(l)                                     **NoBuhrmann Termination Event, Potential Buhrmann Termination Event, European StopFunding Event or Early European Amortisation Event**:  no Buhrmann Termination Event, PotentialBuhrmann Termination Event, European Stop Funding Event or Early EuropeanAmortisation Event has occurred;

 

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

 

(n)                                 **Data Files**: theinformation contained in the most recent Invoices File and Counterparty Filedelivered by each Dutch Originator does not contain any statement which isuntrue, misleading or inaccurate in any material respect or omit to state anyfact or information the omission of which makes the statements therein untrue,misleading or inaccurate in any material respect;

 

(o)                                 **Information**: none ofthe information and reports furnished by it in connection with the negotiationand entry into of the transactions envisaged by the Transaction Documents is(or, in the case of oral information, was when given) inaccurate in anymaterial respect, or contains any material misstatement of fact or omits tostate a material fact or any fact necessary to make the statements containedtherein not materially misleading and it is not aware of any fact, informationor circumstance the omission of which from such information or reports wouldreasonably affect the decision of any potential participant whether toparticipate in the arrangements contemplated in the Transaction Documents, itsassessment of the rights being acquired in relation to any Dutch Receivables,the risks associated with the portfolio of Dutch

 

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Receivables or the risksassociated with the transactions and arrangements contemplated in the TransactionDocuments;

 

(p)                                 **NoLitigation**: nolitigation to which it is a party or which any thirdparty has brought against it in any court, arbitral tribunal or public oradministrative body or otherwise and which, if adversely determined will have amaterial adverse effect on its ability to perform its obligations under theterms of the relevant Agreement exists or is threatened to exist at the presenttime;

 

(q)                                 **Ownership**: it is awholly-owned subsidiary of Buhrmann N.V.;

 

(r)                                    **Licences**: it hasall necessary licences, consents and authorisations for carrying on itsbusiness; and

 

(s)                                  **Financial assistance**:  the execution and deliveryof the Transaction Documents and the performance of the transactionscontemplated hereby do not involve the giving of financial assistance by anyDutch Originator.

 

19

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##### **SCHEDULE 2**

##### ** **

###### **Part2**

###### **Representations and Warrantiesrelating to the Dutch Receivables**

###### ** **

(a)                                  **Dutch Eligibility Criteria**: each Dutch Receivable complies in all respects with the DutchEligibility Criteria set out in Schedule 1;

 

(b)                                 **Ownershipof Dutch Receivables**: it is immediately prior to the Purchase Datethe sole legal and beneficial owner of each Dutch Receivable and is entitled tosell and assign and is selling and assigning it to the European ReceivablesWarehouse Company free from any Encumbrance;

 

(c)                                  **Transferand Good Title**:** **(i) in relationto each Dutch Receivable, the information set out in each Invoices File andCounterparty File and the particulars of each Dutch Receivable set out in anyother information and statements of any kind supplied or to be supplied to theEuropean Receivables Warehouse Company as evidence of or relating to a DutchReceivable are true, accurate, correct, complete and not misleading; (ii) oncompletion of the sale of the Dutch Receivable in accordance with Clause 4hereof, the European Receivables Warehouse Company will obtain good andmarketable title thereto and will have beneficial title in and to such DutchReceivables; (iii) there are no legal, regulatory or contractualrestrictions or binding no personal obligations orders which prevent the saleand transfer of title of the Dutch Receivables to the European ReceivablesWarehouse Company; and (iv) no Contract from which a Dutch Receivablederives contains any obligations of the relevant Dutch Originator of a personalnature or which involve personal skill or confidence or other personalconsiderations.

 

(d)**                                 Status of Contracts**:  allgoods and/or documents to be delivered or services to be supplied under thecontract under which the Dutch Receivable arises have been delivered,dispatched or supplied to the relevant customer (or its agent or bank (asappropriate)) and all the requirements of the contract (including requirementsas to the nature, description, specifications, amount, quantity, quality,fitness for purpose, merchantability, time of loading or delivery, manner andcosts of delivery, insurance, carriage, and the nature, condition or terms ofany documents) have been complied with in full and all other terms andconditions upon which the payment of the Dutch Receivable may be dependent havebeen fulfilled; no default, breach or violation has occurred under the contractand no event which could constitute such a default, breach or violation hasoccurred; and the Invoice in respect of the Dutch Receivable has beendespatched to the Obligor;

 

(e)**                                  Valid and Binding**:  theContract under which the Dutch Receivable arises and the Dutch Receivable(including all associated rights) (i) are duly authorised by the relevantDutch Originator and the other parties thereto; (ii) are legally valid andbinding obligations of each of the relevant parties thereto which are and willbe enforceable against such parties in accordance with their terms and complywith all statutory and other requirements for their validity.  There is no fact, circumstance, act,omission or state of affairs which could constitute a breach of any warranty,term or condition of the Contract or which would permit the Obligor or anyother person to reject the goods delivered (or to be delivered) or thedocuments tendered (or to be tendered) under the Contract or which wouldprovide any Obligor (or any other person who is liable to make a payment inrespect of the Dutch Receivable) with any reason, justification, excuse ordefence of any kind for not making timely payment in full of the whole amountdue in respect of the Dutch Receivable;

 

(f)**                                    No Variation**:  therehas been no variation, amendment, waiver or extension of time of any kind inrespect of the original terms of the Contract under which the Dutch Receivablearises which in any material way adversely affects the terms of the DutchReceivable, or its enforceability or collectability;

 

20

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(g)**                                 No Violation**:  neitherthe Dutch Receivable nor the Contract under which it arises contravenes in anymaterial respect any relevant applicable laws, rules or regulations and theDutch Originator has not and, so far as it is aware no other party to theContract has, contravened any such law, rule, regulation or of any agreement,judgment, injunction, order, decree or other instrument binding upon any ofthem, in each case which in any way adversely affects the enforceability orcollectability of the Dutch Receivable;

 

(h)**                                 Business, Credit and Collection Policy**:  (i) the Dutch Originator has complied withthe Buhrmann Operating Procedures in entering into the Contract under which theDutch Receivable arises and in relation to the administration of each suchDutch Receivable to the date on which it is purchased hereunder (which criteriahave been consistently applied in the management of the business of the DutchOriginators); and (ii) the Dutch Originator has taken steps to require thateach Obligor makes payment of each Dutch Receivable to one of the DutchCollection Accounts;

 

(i)**                                     Documentary Sales**: ** **(i) if the Contract under which a Dutch Receivable arises providesfor payment by means of a letter of credit, the letter of credit has been openedand advised to the relevant Dutch Originator; all documents upon which paymentof the credit depends have been validly tendered to the issuing or confirmingbank and conform to the terms of the credit; there are no circumstances (eitherin relation to the underlying sale transaction or in relation to the credit)which would provide the bank with any justification for not making timelypayment of the credit in full or give rise to any grounds for payment of thecredit to be rejected; and the credit and the proceeds of the credit have notbeen paid, transferred, discounted, assigned, charged, sold or otherwise dealtwith in any manner whatsoever (whether separately from the right to paymentunder the sale contract or otherwise) and the right to payment in respect ofthe underlying contract of sale has not been discharged or dealt with in anymanner whatsoever;

 

(ii)                                  if the contract under which a Dutch Receivable arises provides forpayment by means of a bill of exchange or promissory note, the bill of exchangeor promissory note has been drawn on and/or accepted by a bank; the bill ofexchange or promissory note complies with all requirements for its validityunder all applicable laws; it has not been paid, transferred, discounted,assigned, charged, sold, endorsed or otherwise dealt with in any mannerwhatsoever (whether separately from the right to payment under the salecontract or otherwise); and the right to payment in respect of the underlyingContract of sale has not been discharged or dealt with in any mannerwhatsoever;

 

(j)**                                     No Termination or Defence**:  the Contract under which the Dutch Receivable arises has not beenterminated or frustrated and is not subject to force majeure or any right ofrescission; and there is no justification of any kind for the non-payment ofthe full Face Amount of each purchased Dutch Receivable when due;

 

(k)                                  **Set-off**: there is not and the Dutch Originators are notaware of any circumstances which would give rise to:

 

(i)                         any right of set-off, counterclaim, defence, or deduction in respectof any Dutch Receivable;

 

(ii)                      any credit note, discount, allowance or reverse invoice which hasbeen made or granted to any Obligor in relation to the same or any othertransaction which remains outstanding, unless such credit note, discount,allowance or reverse invoice is reflected in the Face Amount of the DutchReceivable when sold and in its Purchase Price.

 

(l)                                     **Fraud,Dispute or Amendment**:  theContract under which the Dutch Receivable arises has not (i) been entered intofraudulently by the Obligor in respect thereof; (ii) been passed to the claimsor legal department or referred to external lawyers; or (iii) had its termsmodified or

 

21

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variedsubsequent to the time when the contract was entered into save for the issuanceof credit notes which have reduced the Face Amount and Purchase Price of theDutch Receivable;

 

(m)**                               Misrepresentation, Duress**:  the Contract under which the Dutch Receivable arises was not enteredinto as a consequence of any conduct constituting fraud, misrepresentation,duress or undue influence by the Dutch Originator, its directors, officersemployees or agents or by any other person;

 

(n)                                 **Segregation**:  with effect from the time when the DutchReceivable is purchased by the European Receivables Warehouse Company, unlessimmediately on-sold to the European Master Purchaser pursuant to the OnwardDutch Master Receivables Purchase Agreement, the “Bought by EuropeanReceivables Warehouse Company” column contained in the Invoices File in respectof the relevant Dutch Receivable and which is contained in the computer systemsof the European Receivables Warehouse Company will clearly designate a “1”(indicating “yes”) indicator showing the relevant Dutch Receivable as havingbeen sold to the European Receivables Warehouse Company and that it and allamounts collected in respect of it belong to the European Receivables WarehouseCompany and are held by the Dutch Originator only in its capacity as thecollecting agent of the European Receivables Warehouse Company;

 

(o)                                 **TheDutch Originators’ Records**:  the Dutch Originators have maintainedrecords relating to each Dutch Receivable which are accurate and complete inall material respects and which are sufficient to enable such Dutch Receivableto be enforced against the relevant Obligor and such records are held by or tothe order of the relevant Dutch Originator;

 

(p)                                 **Selection**:  the Dutch Receivables are due under Contracts selectedrandomly (except in order to comply with this Agreement) from those complyingwith the representations and warranties contained in this Schedule 2;

 

(q)                                 **No Taxes**:

 

(i)                  the Dutch Receivables are not subject to any withholding taxes andare assignable free and clear of any VAT, sales taxes, withholding taxes,export/import taxes, acquisition taxes, transfer taxes or any other Taxes,charges, levies, duties or imposts;

 

(ii)               exceptfor taxation on its own net profit payable in the jurisdiction of itsincorporation, neither the European Receivables Warehouse Company nor theEuropean Master Purchaser will be subject to any Taxes, charges, levies, dutiesor imposts arising from its ownership of the Dutch Receivable or from anyexercise of any rights it may have as a consequence of ownership of the Dutch Receivables;and

 

(iii)            neitherthe European Receivables Warehouse Company nor the European Master Purchasercan in any other way be liable for any Tax in the jurisdiction in which theObligor in respect of any Dutch Receivable resides;

 

(r)                                    **DataProtection**:  the disclosure ofinformation relating to the Obligor of each Dutch Receivable as contemplated bythis Agreement is not contrary to data protection laws in the OriginatorCountry;

 

(s)                                  **Amendments to Credit and Collection Policy**:  the Buhrmann Operating Procedures have not been amendedsince the MTN Closing Date, which amendment has affected or would affectadversely the collectability, enforceability or credit quality of a DutchReceivable originated by the Dutch Originator or any Dutch Receivable newly originatedby the Dutch Originator without the prior written consent of the EuropeanReceivables Warehouse Company, the European Master Purchaser and subject tosatisfaction of the Rating Condition, or unless required under an applicablelaw;

 

22

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(t)                                    **Arms length**: each sale and assignment of Dutch Receivables in accordance with thisAgreement has been made by each Dutch Originator on arm’s length terms; and

 

(u)                               **Purchases not Prohibited**:  no applicable law, regulation, order, judgment or decree ofany government entity of The Netherlands or the jurisdiction under the laws ofwhich the relevant Dutch Originator is organised or resident or the EuropeanUnion prohibits or enjoins the sale and assignment of Dutch Receivables.

 

23

----

 

##### **SCHEDULE 3**

##### ** **

###### **Form of Dutch Originator Solvency Certificate**

 

The undersigned, [**DUTCH ORIGINATOR**], is able to pay its debts as they fall due,and does not suspend making payments on any of its debts, nor has it commencednegotiations with one or more of its creditors with a view to rescheduling anyof its indebtedness by reason of actual or anticipated financial difficulties,nor does it expect for any such events to occur.

 

Furthermore,the undersigned is not aware of any proceedings having been or being institutedagainst it seeking a judgment of insolvency, bankruptcy, suspension of paymentsor any other relief under any bankruptcy or insolvency law, nor is it aware ofany such proceedings being threatened in respect of the undersigned, or ofanything analogous and having a substantially similar effect to any of theevents specified above under the laws of any jurisdiction in which theundersigned carries on its business or has a material part of its assets.

 

 
|                    |   |
|-------------------------|--------|
|                    |   |
| [**DUTCH  ORIGINATOR**] |   |
|                    |   |
| By:                     |   |
|                    |   |
| Title:                  |   |
|                    |   |
| Date:                   |   |

 

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##### **SCHEDULE 4**

##### ** **

###### **Form of Compliance Certificate**

###### ** **

To                                 Deutsche Trustee Company Limited Winchester House1 Great Winchester StreetLondon EC2N 2DBBuhrmann Silver S.A.400 Route d’EschL-1471 Luxembourg

 

This certificate is delivered to you inaccordance with Clause 8.4(a) of the Dutch Master Receivables PurchaseAgreement dated 27 September 2000 as amended and restated on 18 July 2002 (the ***Dutch Master Receivables PurchaseAgreement***). The definitions contained in the Master Definitionsand Framework Deed dated 27 September 2000, as amended and restated on 28September 2001 and 18 July 2002, shall apply to this certificate.  The date of this certificate is                    .

 

We certify that:

 

(i)                  as at [                    ](1) no BuhrmannTermination Event or Potential Buhrmann Termination Event existed [other than[                    ]](2) and noBuhrmann Termination Event or Potential Buhrmann Termination Event existed atany time during the period since [the [European Closing Date](3)/[the date ofthe last certificate delivered under Clause 8.4(a)]](4); and

 

(ii)               duringthe period since [the [European Closing Date]/[the date of the last certificatedelivered under Clause 8.4(a)][*DutchOriginator*] has complied [in all respects] with its obligationsunder the [Dutch Master Receivables Purchase Agreement [and each of the otherTransaction Documents] [other than[                    ]](5)

 

**[DUTCHORIGINATOR]**

 
|     |   |
|----------|--------|
| Director |   |
|     |   |
| Director |   |

 

----

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

(2)               Ifany Buhrmann Termination Event or Potential Buhrmann Termination Event didexist, give details; otherwise delete.

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

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

(5)               Ifthe relevant Dutch Originator has failed to comply with any obligation, givedetails; otherwise delete.

 

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##### **SCHEDULE 5**

##### ** **

###### **Form of Security Agent Power of Attorney**

###### ** **

**THIS POWER OFATTORNEY** is given on[                              ]by **DUTCH ORIGINATOR** (registerednumber                    )whose registered office is at[                    ](the***Principal***) in favourof **DEUTSCHE TRUSTEE COMPANY LIMITED**inits capacity as the Security Agent (the ***Attorney***) whose registered office is at WinchesterHouse, 1 Great Winchester Street, London EC2N 2DB.

 

1.                                       The Principal may from time to time make offers to sell (each a ***Dutch Originator Offer to Sell***)to Buhrmann Silver S.A. (the ***European Receivables Warehouse Company***) the benefit ofcertain receivables entered into in the ordinary course of the Principal’sbusiness (each a ***Dutch******Receivable***).  If, as a consequence of the EuropeanReceivables Warehouse Company’s acceptance of any Dutch Originator Offer toSell, a contract for the sale of a Dutch Receivable is concluded then theEuropean Receivables Warehouse Company will become the beneficial owner of eachsuch Dutch Receivable in respect of which a Dutch Originator Offer to Sell hasbeen accepted (the ***SecuritisedDutch Receivables***).

 

2.                                       The Principal has agreed to appoint the Attorney as its attorney inthe manner hereinafter appearing irrevocably and by way of security for theperformance of such undertakings.

 

**Now this deed witnesseth that**the Principal **hereby appoints** the Attorney to be its true and lawfulattorney for it and in its name to do any of the following acts, deeds andthings or any of them as may be within the power of the Principal:

 

1.                                       to demand sue for and receive all moneys due or payable under or inrespect of the Securitised Dutch Receivables provided that any such moneysreceived by the Attorney shall be held for the benefit of the EuropeanReceivables Warehouse Company;

 

2.                                       upon payment of such moneys as are referred to in Clause 1above or of any part thereof to give good receipts and discharges for the sameand to execute such receipts, releases, re-assignments, retrocessions,documents, instruments and deeds as may be requisite or advisable;

 

3.                                       from time to time to substitute and appoint severally one or more personsas attorney or attorneys (the ***Substitute Attorneys***) for all or any of the purposesaforesaid;

 

4.                                       to do every other act or thing and to execute all such deeds,documents and certificates which the Attorney may deem to be necessary, properor expedient for all or any of the foregoing purposes; and

 

5.                                       to perfect the title of the European Receivables Warehouse Companyand/or the Security Agent in and to any or all of the Securitised DutchReceivables and to exercise any rights, powers, remedies and discretionsrelating to any of the foregoing as envisaged in the above-mentioned DutchOriginator Offers to Sell and the Dutch Master Receivables Purchase Agreementand the said trusts and exercisable by the Principal by reason of it remainingfor the time being legal owner of the Securitised Dutch Receivables,

 

**and** the Principal herebyagrees at all times hereafter to ratify and confirm any act, matter or deedwhatsoever the Attorney or any Substitute Attorney shall lawfully do or causeto be done pursuant to these presents to the extent that such act or acts andexecution are within the power of the Principal and within the contemplation ofthis Power of Attorney

 

**and** the Principal herebyagrees to indemnify the Attorney or any Substitute Attorney against any loss,claim, liability or expense imposed upon the said Attorney or any SubstituteAttorney as a result of any action taken by the said Attorney or any SubstituteAttorney pursuant to these presents save where such

 

26

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loss, claim, liability or expense arises as aresult (in whole or in part) of the bad faith, negligence or wilful default ofthe said Attorney or Substitute Attorney

 

**and** the Principal herebydeclares that, these presents having been given for security purposes and tosecure continuing obligations of the Principal (including, without limitation,the implementation of the said trust), the powers hereby created shall not beaffected by the bankruptcy, liquidation, receivership, the making of an administrationorder or appointment of an administrative receiver or any other equivalentevent of or affecting the Principal

 

**and** the laws of TheNetherlands shall apply to this Power of Attorney and the interpretationthereof and to all acts of the Attorney and/or Substitute Attorney carried outor purported to be carried out under or pursuant hereto

 

**In witness** whereof thePrincipal has caused this Power of Attorney to be executed as its deed this dayand year first before written.

 
| **EXECUTED**and **DELIVERED**as a **DEED**                                                                                                  | ) |
|---------------------------------------------------------------------------------------------------------------------------------------------|---|
| by                                      | ) |
| (as duly  authorised attorney under Power                                                                                                   | ) |
| of Attorney  dated                    ) | ) |
| for and on  behalf of                                                                                                                       | ) |
| **[DUTCH ORIGINATOR]**                                                                                                                      | ) |

 

27

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##### **SCHEDULE 6**

##### ** **

###### **Form of European Receivables WarehouseCompany Power of Attorney**

###### ** **

**THIS POWER OFATTORNEY** is given on[                              ]by **DUTCH ORIGINATOR** (registerednumber          ) whoseregistered office is at[                              ](the ***Principal***) in favourof **BUHRMANN SILVER S.A.** in itscapacity as the European Receivables Warehouse Company (the ***Attorney***) whoseregistered office is at 400 Route d’Esch, L-1471 Luxembourg.

 

1.                                       The Principal may from time to time make offers to sell (each a ***Dutch Originator Offer to Sell***)to the Attorney the benefit of certain receivables entered into the ordinarycourse of the Principal’s business (each a ***Dutch Receivable***).  If, as a consequence of the Attorney’s acceptance of any DutchOriginator Offer to Sell, a contract for the sale of a Dutch Receivable isconcluded, then the Attorney will become the beneficial owner of each suchDutch Receivable in respect of which a Dutch Originator Offer to Sell has beenaccepted (the ***SecuritisedDutch Receivables***).

 

2.                                       The Principal has agreed to appoint the Attorney as its attorney inthe manner hereinafter appearing irrevocably and by way of security for theperformance of such undertakings.

 

**Now this deed witnesseth that**the Principal **hereby appoints** the Attorney to be its true and lawfulattorney for it and in its name to do any of the following acts, deeds andthings or any of them as may be within the power of the Principal:

 

1.                                       to demand sue for and receive all moneys due or payable under or inrespect of the Securitised Dutch Receivables provided that any such moneysreceived by the Attorney shall be held for the benefit of the EuropeanReceivables Warehouse Company;

 

2.                                       upon payment of such moneys as are referred to in Clause 1above or of any part thereof to give good receipts and discharges for the sameand to execute such receipts, releases, re-assignments, retrocessions,documents, instruments and deeds as may be requisite or advisable;

 

3.                                       from time to time to substitute and appoint severally one or morepersons as attorney or attorneys (the ***Substitute Attorneys***) for all or any of the purposesaforesaid;

 

4.                                       to do every other act or thing and to execute all such deeds,documents and certificates which the Attorney may deem to be necessary, properor expedient for all or any of the foregoing purposes; and

 

5.                                       to perfect the title of the European Receivables Warehouse Companyand/or the Security Agent in and to any or all of the Securitised DutchReceivables and to exercise any rights, powers, remedies and discretionsrelating to any of the foregoing as envisaged in the above-mentioned DutchOriginator Offers to Sell and the Dutch Master Receivables Purchase Agreementand the said trusts and exercisable by the Principal by reason of it remainingfor the time being legal owner of the Securitised Dutch Receivables,

 

**and** the Principal herebyagrees at all times hereafter to ratify and confirm any act, matter or deedwhatsoever the Attorney or any Substitute Attorney shall lawfully do or causeto be done pursuant to these presents to the extent that such act or acts andexecution are within the power of the Principal and within the contemplation ofthis Power of Attorney

 

**and** the Principal herebyagrees to indemnify the Attorney or any Substitute Attorney against any loss,claim, liability or expense imposed upon the said Attorney or any SubstituteAttorney as a result of any action taken by the said Attorney or any SubstituteAttorney pursuant to these presents save where such

 

28

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loss, claim, liability or expense arises as aresult (in whole or in part) of the bad faith, negligence or wilful default ofthe said Attorney or Substitute Attorney

 

**and** the Principal herebydeclares that, these presents having been given for security purposes and tosecure continuing obligations of the Principal (including, without limitation,the implementation of the said trust), the powers hereby created shall not beaffected by the bankruptcy, liquidation, receivership, the making of anadministration order or appointment of an administrative receiver or any otherequivalent event of or affecting the Principal

 

**and** the laws of TheNetherlands shall apply to this Power of Attorney and the interpretationthereof and to all acts of the Attorney and/or Substitute Attorney carried outor purported to be carried out under or pursuant hereto

 

**In witness** whereof thePrincipal has caused this Power of Attorney to be executed as its deed this dayand year first before written.

 
| **EXECUTED**and **DELIVERED**                                                                                                               | )      |
|---------------------------------------------------------------------------------------------------------------------------------------------|--------|
| **AS A DEED**by                                                                           | )      |
| (as duly authorised attorney under Power                                                                                                    | )      |
| of Attorney  dated                    ) | )      |
| for and on behalf of                                                                                                                        |   | ) |
| [**DUTCH  ORIGINATOR**]                                                                                                                     |   | ) |

 

29

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## **EXECUTION PAGES**

## ** **

Signed by the duly authorised representativesof the parties.

 
| **SIGNED** by **KEES BANGMA**                                                                                           |   | )      |   | **KEES BANGMA**                 |
|-------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|---------------------------------|
| for and on  behalf of  )                                                                                      |   |   |   |                            |
| **BUHRMANN-UBBENS BV**                                                                                                  |   | )      |   |                            |
|                                                                                                                    |   |   |   |                            |
| **SIGNED** by **KEES BANGMA**                                                                                           |   | )      |   | **KEES BANGMA**                 |
| for and on  behalf of  )                                                                                      |   |   |   |                            |
| **PROOST en BRANDT BV**                                                                                                 |   | )      |   |                            |
|                                                                                                                    |   |   |   |                            |
| **SIGNED** by **KEES BANGMA**                                                                                           |   | )      |   | **KEES BANGMA**                 |
| for and on  behalf of  )                                                                                      |   |   |   |                            |
| **BUHRMANN SILVER S.A.**                                                                                                |   | )      |   |                            |
|                                                                                                                    |   |   |   |                            |
| **SIGNED** by **FRANK WIEDEMANN**and                                                                                    |   | )      |   | **FRANK WIEDEMANN****NICHOLAS** |
| **DIBLEY                  **) |   |   |   | **NICHOLAS DIBLEY**             |
| for and on  behalf of  )                                                                                      |   |   |   |                            |
| **SILVER SECURITISATION B.V.**                                                                                          |   | )      |   |                            |
|                                                                                                                    |   |   |   |                            |
| **SIGNED** by **RAFE MORTON**and)                                                                                       |   | )      |   | **RAFE MORTON**                 |
| **SUZIE SMITH**                                                                                                         |   | )      |   | **SUZIE SMITH**                 |
| for and on  behalf of )                                                                                            |   |   |   |                            |
| **DEUTSCHE TRUSTEE COMPANY**                                                                                            |   | )      |   |                            |
| **LIMITED**                                                                                                             |   | )      |   |                            |
|                                                                                                                    |   |   |   |                            |
| **SIGNED** by **KEES BANGMA**                                                                                           |   | )      |   | **KEES BANGMA**                 |
| for and on  behalf of  )                                                                                      |   |   |   |                            |
| **BUHRMANN N.V.  **)                                                                                          |   |   |   |                            |

 

For the purposes of Article 63, sub-paragraph2 of Council Regulation (EC) No. 44/2001 of 22 December 2000 on Jurisdictionand the Recognition and Enforcement of Judgements in Civil and CommercialMatters, the undersigned hereby expressly and specifically accept thejurisdiction of the competent courts of The Netherlands.

 
| **Buhrmann Silver  S.A.** |
|---------------------------|
|                      |
|                      |
| By **KEES  BANGMA**       |

 

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**CONTENTS**

 
| **Clause**                                                               |                                                                                                                                           |
|--------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                     |                                                                                                                                           |
| 1.                                                                       | Definitions and Interpretation                                                                                                                 |
|                                                                     |                                                                                                                                           |
| 2.                                                                       | Offer                                                                                                                                          |
|                                                                     |                                                                                                                                           |
| 3.                                                                       | Acceptance                                                                                                                                     |
|                                                                     |                                                                                                                                           |
| 4.                                                                       | consideration                                                                                                                                  |
|                                                                     |                                                                                                                                           |
| 5.                                                                       | Payment of the purchase price and other  payments                                                                                              |
|                                                                     |                                                                                                                                           |
| 6.                                                                       | Completion                                                                                                                                     |
|                                                                     |                                                                                                                                           |
| 7.                                                                       | costs, expenses and taxation                                                                                                                   |
|                                                                     |                                                                                                                                           |
| 8.                                                                       | representations, warranties and  undertakings                                                                                                  |
|                                                                     |                                                                                                                                           |
| 9.                                                                       | Consequences of a Buhrmann Termination  Event                                                                                                  |
|                                                                     |                                                                                                                                           |
| 10.                                                                      | Termination                                                                                                                                    |
|                                                                     |                                                                                                                                           |
| 11.                                                                      | Remedies for Breach of Warranty                                                                                                                |
|                                                                     |                                                                                                                                           |
| 12.                                                                      | PROTECTION OF EUROPEAN RECEIVABLES  WAREHOUSE COMPANY, THE EUROPEAN MASTER PURCHASER AND THE BUHRMANN EUROPEAN  NOTEHOLDERS; FURTHER ASSURANCE |
|                                                                     |
| SCHEDULE 1                                                               |
|                                                                     |
| Dutch Eligibility Criteria                                               |
|                                                                     |
| SCHEDULE 2                                                               |
|                                                                     |
| Part 1  Representations and Warranties relating to the Dutch Originators |
|                                                                     |
| SCHEDULE 2                                                               |
|                                                                     |
| Part 2  Representations and Warranties relating to the Dutch Receivables |
|                                                                     |
| SCHEDULE 3                                                               |
|                                                                     |
| Form of Dutch Originator Solvency  Certificate                           |
|                                                                     |
| SCHEDULE 4                                                               |
|                                                                     |
| Form of Compliance Certificate                                           |
|                                                                     |
| SCHEDULE 5                                                               |
|                                                                     |
| Form of Security Agent Power of Attorney                                 |
|                                                                     |
| SCHEDULE 6                                                               |
|                                                                     |
| Form of European Receivables Warehouse  Company Power of Attorney        |
|                                                                     |
| 13.                                                                      | EXECUTION  PAGES                                                                                                                               |

 

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