Exhibit
  4.9



---



Back to Contents

EXECUTION
  VERSION

THIS
  DEED OF AMENDMENT(thisDeed)
  is made on 30 November, 2005

BETWEEN:

|(1) | BUHRMANN
      N.V.,
      a company incorporated in The Netherlands (registered number 33250021) whose
      registered office is at Hoogoorddreef 62, 1101 BE Amsterdam Zuidoost, The
      Netherlands (theParent);                                                                                                                                                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(2) | BUHRMANN
      US INC.,
      a company incorporated in Delaware (registered number 99 94 582) whose registered
      office is at Corporation Trust Centre, 1209 Orange Street, Wilmington, County
      of New Castle, Delaware, United States (Buhrmann
      USand
      theSilver
      Parent);                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(3) | BUHRMANN
      STAFDIENSTEN B.V.,
      a limited liability company incorporated in The Netherlands (registered
      number BV243180) whose registered office is at Hoogoorddreef 62, 1101BE
      Amsterdam Zuidoost, The Netherlands (theMaster
      Servicer);                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(4) | 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 Netherlands (asEuropean
      Master PurchaserandEuropean
      Registrar);                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(5) | BUHRMANN
      SILVER US LLC,
      a limited liability company formed under the law of the State of Delaware
      having its registered office at Corporate Trust Center, 1209 Orange Street,
      Wilmington Delaware and having its principal place of business at 1 Environmental
      Way, Broomfield, Colorado 80021-3416 (theUS
      Master Purchaserand,
      together with the European Master Purchaser, theMaster
      Purchasersand
      asUS
      Registrar);
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(6) | BUHRMANN
      SILVER S.A.,
      a limited liability company incorporated in Luxembourg (registered number
      75881) whose registered office is at 400 Route dEsch, L-1471 Luxembourg
      (theEuropean
      Receivables Warehouse Company);                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(7) | BUHRMANN
      SSC (EUROPE) N.V.,
      a limited liability company incorporated in Belgium (registered number 84665)
      whose registered office is at Ilgatlaan 9, 3500 Hasselt, Belgium (SSC);                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(8) | BUHRMANN
      UK LIMITED,
      a limited liability company incorporated in England and Wales (registered
      number 00452213) whose registered office is at Tameside Drive, Holford,
      Birmingham, West Midlands B6 7AY (in such capacity asProcess
      Agent);                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(9) | CORPORATE
      EXPRESS OFFICE PRODUCTS, INC.,
      a Delaware corporation having its principal place of business at 1 Environmental
      Way, Broomfield, Colorado 80021-3416 (Corporate
      Express),
      as an Originator under
      the US Contribution Agreement (in such capacity, anInitial
      US Originator)
      and as a Sub-Servicer under the Servicing Agreement (in such capacity, anInitial
      US Sub-Servicer);                                     

Page
  2

---



Back to Contents

|(10) | CORPORATE
      EXPRESS OF TEXAS, INC.,
      a Delaware corporation having its principal place of business at 1 Environmental
      Way, Broomfield, Colorado 80021-3416 (Corporate
      Express Texas),
      as an Originator under the US Contribution Agreement (in such capacity anInitial
      US Originator,
      and together with the other Initial US Originator, theInitial
      US Originators)
      and as a Sub-Servicer under the Servicing Agreement (in such capacity, anInitial
      US Sub-Servicer,
      and together with the other Initial US Sub-Servicer, theInitial
      US Sub-Servicers);                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(11) | ASAP
      SOFTWARE EXPRESS, INC.,an
      Illinois corporation having its principal place of business at 850 Asbury
      Drive, Buffalo Grove, Illinois 60089 as an Originator under the US Contribution
      Agreement (in such capacity asAdditional
      US Originator)
      and as a Sub-Servicer under the Servicing Agreement (in such capacity aUS
      Sub-Servicer);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(12) | DEUTSCHE
      TRUSTEE COMPANY LIMITED,
      a limited liability company incorporated in England and Wales (registered
      number 00338230) whose registered office is at Winchester House, 1 Great
      Winchester Street, London EC2N 2DB (as theSecurity
      Agent,
      which expression shall include such person and all other person or persons
      for the time being acting as the security agent or agents pursuant to the
      Master Purchaser Security Documents; as theMTN
      Trusteeunder
      the MTN Trust Deed, which expression shall include such person and all other
      person or persons for the time being acting as the trustee pursuant to the
      MTN Trust Deed; and as theMTN
      Security Trusteeunder
      the MTN Issuer Deed of Charge, which expression shall include such person
      and all other person or persons for the time being acting as the security
      trustee pursuant to the MTN Issuer Deed of Charge);                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(13) | DEUTSCHE
           BANK AG,Amsterdam
       Branch,
        acting through its office at Herengracht 450, 1017 CA Amsterdam as European

      Master Purchaser Account Bank under the Cash Management Agreement referred
        to below (the European
      Master Purchaser Account Bankwhich
      expression shall include any person appointed as European Master Purchaser
      Account Bank thereunder) as European Receivables Warehouse Company Account
      Bank under the Cash Management Agreement (theEuropean
      Receivables Warehouse Company Account Bankwhich
      expression shall include any person appointed as European Receivables Warehouse
      Company Account Bank thereunder), as MTN Issuer Account Bank under the Cash
      Management Agreement (theMTN
      Issuer Account Bankwhich
      expression shall include any person appointed as MTN Issuer Account Bank
      thereunder) and as MTN Issuer Liquidity Facility Provider under the MTN
      Issuer Liquidity Facility Agreement (theMTN
      Issuer Liquidity Facility Provider);
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(14) | DEUTSCHE
      BANK AG LONDON,
      acting through its office at Winchester House, 1 Great Winchester Street,
      London EC2N 2DB as Cash Manager under the
      Cash Management Agreement referred to below (theCash
      Managerwhich
      expression shall include any person appointed as Cash Manager thereunder),
      as MTN Agent under the MTN Agency Agreement referred to below (theMTN
      Agentwhich expression shall include any person appointed as MTN Agent thereunder)
      and as MTN Dealer (theMTN
      Dealer)
      and MTN Arranger under the MTN Programme Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

Page
  3

---



Back to Contents

|(15) | DEUTSCHE
      BANK LUXEMBOURG S.A.,
      acting through its office at 2 Boulevard Konrad Adenauer, L-115 Luxembourg
      as Luxembourg MTN Paying Agent under the MTN Agency Agreement (theLuxembourg
      MTN Paying Agentwhich
      expression shall include any person appointed as Luxembourg MTN Paying Agent
      thereunder);                                                                                                                                                                                                                                                                                              
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(16) | DEUTSCHE
      BANK AG New York Branch,
      acting through its office at 60 Wall Street, New York, New York 10005 as
      US Master Purchaser Account Bank under the Cash Management Agreement referred
      to below (theUS
      Master Purchaser Account Bankwhich
      expression shall include any person appointed as US Master Purchaser Account
      Bank thereunder);                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(17) | ERASMUS
      CAPITAL CORPORATION,
      a corporation incorporated in Delaware having its registered office at c/o
      Global Securitization Services, LLC, 114 West 47thStreet,
      Suite 1715, New York, New York 10036, U.S.A. (asErasmusand
      as theSilver
      Note Purchaser);                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(18) | SILVER
      FUNDING LIMITED,
      a public company incorporated with limited liability in Jersey (registered
      number 78721) having its registered office at Whiteley Chambers, Don Street,
      St. Helier, Jersey, JE4 9WG, Channel Islands (theMTN
      Issuer);                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(19) | BUHRMANN
      SILVER FINANCING, LLC,a
      limited liability company incorporated in Delaware having its registered
      office at 615 South DuPont highway, Dover, Delaware, 19901 and whose principal
      place of business is c/o Global Securitization Services LLC, 114 West 47thStreet,
      New York, New York 10036 (theSilver
      Note Issuer);                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(20) | DEUTSCHE
      INTERNATIONAL CORPORATE SERVICES LIMITED,
      a limited liability company incorporated in Jersey having its registered
      office at St. Pauls Gate, New Street, St. Helier, Jersey, Channel
      Islands (as theMTN
      Issuer Corporate Administrator);                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(21) | PRICEWATERHOUSECOOPERSa
      United Kingdom partnership whose principal place of business is 1 Embankment
      Place, London WC2N 6RH England (theLiquidation
      Servicer);                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(22) | COÖPERATIEVE
      CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (trading
      asRABOBANK
      INTERNATIONAL), LONDON BRANCH (Rabobank
      International)
      in its capacity as agent for the Liquidity Banks under the Erasmus Liquidity
      Facility Agreement referred to below (theLiquidity
      Agent,
      which expression shall include its successors and persons deriving title
      under the Erasmus Liquidity Facility Agreement as Liquidity Agent
      thereunder); and in its capacity asErasmus
      Security Trustee, Silver Account Bank, Silver Cash AdministratorandSilver
      Security Agent;
      and

Page
  4

---



Back to Contents

|(23)                                                                                                                                                                                                                                                                             | CORPORATE
      EXPRESS DOCUMENT & PRINT MANAGEMENT, INC.,an
      Nebraska corporation having its principal place of business at 4205 South
      96thStreet,
      Omaha, Nebraska 68127 as an Originator under the US Contribution Agreement
      (in such capacity asAdditional
      US Originator)
      and as a Sub-Servicer under the Servicing Agreement (in such capacity aUS
      Sub-Servicer).
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                               
|WHEREAS:                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                               
|(A)On
      or about 27 September 2000 the parties to this Deed entered into a Master
      Definitions and Framework Deed (as amended from time to time, theFramework
      Deed)
      and a Servicing Agreement (as amended from time to time, theServicing
      Agreement).
|                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                               
|(B)The
      parties to this Deed wish to amend the terms of the Framework Deed and the
      Servicing Agreement as set out herein.                                                                                                                                            
|                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                               
|NOW
      IT IS HEREBY AGREEDas
      follows:                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                               
|1.                                                                                                                                                                                                                                                                               | INTERPRETATION                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                               
|1.1                                                                                                                                                                                                                                                                              | Capitalised
      terms in this Deed shall, except where the context otherwise requires and
      save where otherwise defined herein, bear the meanings ascribed to them
      in the Framework Deed and this Deed shall be construed in accordance with
      the principles of construction set out in the Framework Deed.                                                                                 
|                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                               
|1.2                                                                                                                                                                                                                                                                              | In addition,
      the provisions set out in the Framework Deed, shall be expressly and specifically
      incorporated into this Deed as though they were set out in full in this
      Deed, with the necessary changes. In the event of any conflict between the
      provisions of this Deed and the Framework Deed, the Framework Deed shall
      prevail.                                             
|                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                               
|2.                                                                                                                                                                                                                                                                               | DEED
            TO AMEND THE FRAMEWORK DEED
      AND SERVICING AGREEMENT                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                               
|2.1                                                                                                                                                                                                                                                                              | The parties
      to this Deed agree that the Framework Deed and Servicing Agreement shall
      be amended in the manner described in Clause 3.                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                               
|3.                                                                                                                                                                                                                                                                               | AMENDMENTS
            TO THE FRAMEWORK DEED
      AND SERVICING AGREEMENT                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                               
|3.1                                                                                                                                                                                                                                                                              | The parties
      to this Deed agree that with effect from the date of this Deed:                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                               

| | (a) | the
      Framework Deed shall be further amended and restated in the form attached
      as Schedule 1; and 
| | --- | -------------------------------------------------------------------------------------------------------------
| |     |                                                                                                              
| | (b) | the
      Servicing Agreement shall be further amended and restated in the form attached
      as Schedule 2.

Page
  5

---



Back to Contents

|3.2     
      The parties agree, upon the request in writing by any other party to this
      Deed, to execute an amended version of the Framework Deed and/or the Servicing
      Agreement in the forms shown in Schedules 1 and 2 respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.3     
      The parties further agree that from the date of this Deed only Buhrmann
      US Notes will be issued, unless the Rating Agencies and all parties to this
      Deed agree otherwise. For the avoidance of doubt, from the date of this
      Deed no Buhrmann European Notes will be issued, unless the Rating Agencies
      and all parties to this Deed agree otherwise.                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.FURTHER
      ASSURANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.1The
      parties agree that they will cooperate fully to do all such further acts
      and things and execute or sign any further documents, instruments, notices
      or consents as may be reasonable and necessary or desirable to give full
      effect to the arrangements contemplated by this Deed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.     MODIFICATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.1No
      amendment, modification or variation of this deed shall be effective unless
      it is in writing and signed by each of the parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.     PARTIAL
      INVALIDITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.1If
      one or more provisions of this Deed is or becomes invalid, illegal or unenforceable
      in any respect in any jurisdication or with respect to any party such invalidity,
      illegality or unenforceability in such jurisdiction or with respect to such
      party or parties shall not, to the fullest extent permitted by applicable
      law, render invalid, illegal or unenforceable such provisions in any other
      jurisdiction or with respect to any other party or parties hereto. Such
      invalid, illegal or unenforceable provision shall be replaced by the parties
      to such contract with a provision which comes as close as reasonably possible
      to the commercial intentions of the invalid, illegal or unenforceable provision.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7.     GOVERNING
      LAW                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7.1Master
      Definitions and Framework Deed and Servicing Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

|(a) | This
      Deed shall be governed by and construed in accordance with English law.                                                                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                   
|(b) | The
      courts of England shall have exclusive jurisdiction to settle any disputes
      which may arise out of or in connection with this Deed.

|                                                                                                                                                                                                                                                                               
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.     COUNTERPARTS                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                               
|8.1This
      Deed may be executed in separate counterparts and by each party separately
      on a separate counterpart and each such counterpart, when so executed, shall
      be an original. Such counterpart shall together constitute one and the same
      instrument.

This Deed
has been duly executed and delivered as a deed on the date first above written.

Page
  6

---



Back to Contents



|EXECUTEDandDELIVERED                                      | )
|--------------------------------------------------------- | -
|as aDEEDbyBUHRMANN
      N.V.                             | )
|a
      company incorporated in The                       | )
|Netherlands,
      by                    ,
      being    | )
|a person
      who, in accordance with the laws           | )
|of that
      territory, is acting under the              | )
|authority
      of the company                            | )
|                                                          |  
|EXECUTEDandDELIVERED                                      | )
|as aDEEDbyBUHRMANN
      US INC.                          | )
|a company
      incorporated in Delaware,                 | )
|by 
                          ,
      being a person who, | )
|in accordance
      with the laws of that                 | )
|State, is
      acting under the authority                | )
|of the company                                            | )
|                                                          |  
|EXECUTEDandDELIVERED                                      | )
|as aDEEDbyBUHRMANN                                        | )
|STAFDIENSTEN
      B.V.a
      company                    | )
|incorporated
      in The Netherlands,                    | )
|by                    ,
      being                       | )
|a person
      who, in accordance with the laws           | )
|of that
      territory, is acting under the              | )
|authority
      of the company                            | )
|                                                          |  
|EXECUTEDandDELIVERED                                      | )
|as aDEEDbySILVER                                          | )
|SECURITISATION
      B.V.                                 | )
|a company
      incorporated in The Netherlands           | )
|by                                                        | )
|and                    ,
      being                      | )
|a person
      who, in accordance with the laws           | )
|of that
      territory, is acting under the authority    | )
|of the company                                            | )
|                                                          |  
|EXECUTEDandDELIVERED                                      | )
|as aDEEDbyBUHRMANN
      SILVER                           | )
|US
      LLCa limited liability company                   | )
|formed in                                                 | )
|Delaware,
      by                    ,
      being       | )
|a person
      who, in accordance with the laws           | )
|of that
      State, is acting under the authority        | )
|of the company                                            | )

Page
  7

---



Back to Contents

|EXECUTEDandDELIVERED                                   | )
|------------------------------------------------------ | -
|as aDEEDbyBUHRMANN
      SILVER                        | )
|S.A.a company incorporated in                          | )
|Luxembourg,
         by, being                         | )
|a person
      who, in accordance with the laws        | )
|of that
      territory, is acting under the authority | )
|of the company                                         | )
|                                                       |  
|EXECUTEDandDELIVEREDas
      a                         | )
|DEEDbyBUHRMANN                                         | )
|SSC
      (EUROPE) N.V.                                | )
|a company
      incorporated in Belgium,               | )
|by                    ,
      being                    | )
|a person
      who, in accordance with the             | )
|laws of
      that territory, is acting under the      | )
|authority
      of the company                         | )
|                                                       |  
|EXECUTEDandDELIVEREDas
      a                         | )
|DEEDby                                                 | )
|(as duly
      authorised attorney under a Power       | )
|of Attorney
      dated                                | )
|for and
      on behalf ofBUHRMANN                     | )
|UK
      LIMITEDin the presence of:                    | )
|                                                       |  
|EXECUTEDandDELIVEREDas
      a                         | )
|DEEDby                                                 | )
|(as duly
      authorised attorney under a Power       | )
|of Attorney
      dated                                | )
|and the
        Secretary for and
      on behalf of   | )
|CORPORATE
      EXPRESS OFFICE                         | )
|PRODUCTS,
      INC.                                   | )
|                                                       |  
|EXECUTEDandDELIVEREDas
      a                         | )
|DEEDby                                                 | )
|(as duly
      authorised attorney under a Power       | )
|of Attorney
      dated                                | )
|and the
         Secretary for and
      on behalf of  | )
|CORPORATE
      EXPRESS OF                             | )
|TEXAS,
      INC.                                      | )

Page
  8

---



Back to Contents

|EXECUTEDandDELIVEREDas
      a                         | ) | 
|------------------------------------------------------ | - | 
|DEEDby                                                 | ) | 
|(as duly
      authorised attorney under a Power       | ) | 
|of Attorney
      dated                                | ) | 
|for and
      on behalf of                             | ) | 
|A.S.A.P.
      SOFTWARE EXPRESS, INC.                  | ) | 
|                                                       |   | 
|EXECUTEDandDELIVEREDas
      a                         | ) | 
|DEEDby                                                 | ) | 
|(as duly
      authorised attorney under a Power       | ) | 
|of Attorney
      dated                                | ) | 
|and the
        Secretary for and
      on behalf of   | ) | 
|CORPORATE
      EXPRESS DOCUMENT                       | ) | 
|&
      PRINT MANAGEMENT, INC.                         | ) | 
|                                                       |   | 
|THE
      COMMON SEALof                                | ) | 
|DEUTSCHE
      TRUSTEE COMPANY                         | ) | 
|LIMITEDwas hereunto affixed in the presence            | ) | 
|of                                                     | ) | 
|                                                       |   | 
|                                                       |   | 
|                                                       |   | 
|In the presence
      of:                              |   | 
|                                                       |   | 
|                                                       |   | 
|EXECUTEDandDELIVERED                                   | ) | 
|as aDEEDby                                             | ) | 
|DEUTSCHE
      BANK                                    | ) | 
|Amsterdam
      Branchby                               | ) | 
|and                                                    | ) | 
|person who
      is acting under the authority         | ) | 
|of the company                                         | ) | 
|                                                       |   | 
|EXECUTEDandDELIVERED                                   | ) | 
|as aDEEDby                                             | ) | 
|DEUTSCHE
      BANK AG LONDONby                        | ) | 
|[                     ]                                | ) | 
|being persons
      who are acting under the authority | ) | 
|of the company
      as MTN Dealer and                 | ) | 
|MTN Arranger                                           | ) | 

Page 9

---



Back to Contents

|EXECUTEDandDELIVERED                                  | )
|----------------------------------------------------- | -
|as aDEEDby                                            | )
|DEUTSCHE
      BANK AG LONDONby                       | )
|[                    ]
      being                    | )
|persons
      who are acting under the authority      | )
|of the company
      as Cash Manager                  | )
|                                                      |  
|EXECUTEDandDELIVERED                                  | )
|as aDEEDby                                            | )
|DEUTSCHE
      BANK AG NEW YORK                       | )
|BRANCHby                                              | )
|and                    ,
      being                  | )
|persons
      who are acting under the authority      | )
|of the company                                        | )
|                                                      |  
|EXECUTEDandDELIVERED                                  | )
|as aDEED                                              | )
|S.A.(as duly authorised attorney under a              | )
|Power of
      Attorney dated                     )   | )
|for and
      on behalf ofDEUTSCHE                    | )
|BANK
      LUXEMBOURG S.A.                            | )
|                                                      |  
|EXECUTEDandDELIVEREDas
      a                        | )
|DEEDbyERASMUS
      CAPITAL                           | )
|CORPORATIONa company incorporated                     | )
|in Delaware
      by                    ,
      being | )
|a person
      who, in accordance with the laws       | )
|of that
      territory, is acting under the          | )
|authority
      of the company                        | )
|                                                      |  
|EXECUTEDandDELIVEREDas
      a                        | )
|DEEDbySILVER
      FUNDING                            | )
|LIMITEDa company incorporated in                      | )
|Jersey
        by,being                               | )
|a person
      who, in accordance with the laws       | )
|of that
      territory, is acting under the          | )
|authority
      of the company                        | )

Page
  10

---



Back to Contents

|EXECUTED and DELIVEREDas
    a                                                                                                                                                                                                         | )
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -
|DEED by BUHRMANN
    SILVER                                                                                                                                                                                                            | )
|FINANCING,
    LLC                                                                                                                                                                                                                     | )
|a limited
    liability company formed in                                                                                                                                                                                              | )
|Delaware
    by, being                                                                                                                                                                                                                 | )
|a
    person who, in accordance with the                                                                                                                                                                                               | )
|laws
    of that territory, is acting under the                                                                                                                                                                                        | )
|authority
    of the company                                                                                                                                                                                                           | )
|                                                                                                                                                                                                                                       |  
|EXECUTED and DELIVEREDas
    a                                                                                                                                                                                                         | )
|DEED by DEUTSCHE                                                                                                                                                                                                                       | )
|INTERNATIONAL
    CORPORATE                                                                                                                                                                                                            | )
|SERVICES
          LIMITED a
    company                                                                                                                                                                                               | )
|incorporated
    in Jersey by                                                                                                                                                                                                          | )
|,
    being                                                                                                                                                                                                                            | )
|a
    person who, in accordance with the laws                                                                                                                                                                                          | )
|of
        that territory, is acting
under the authority                                                                                                                                                                               | )
|of
    the company                                                                                                                                                                                                                     | )
|                                                                                                                                                                                                                                       |  
|EXECUTED andDELIVERED                                                                                                                                                                                                                  | )
|as
    a DEED by                                                                                                                                                                                                                       | )
|PRICEWATERHOUSECOOPERS                                                                                                                                                                                                                 | )
|by                                                                                                                                                                                                                           , | )
|being
    persons who are acting under the                                                                                                                                                                                             | )
|authority
    of the limited liability partnership                                                                                                                                                                                     | )
|                                                                                                                                                                                                                                       |  
|EXECUTED andDELIVERED                                                                                                                                                                                                                  | )
|as
    a DEED by                                                                                                                                                                                                                       | )
|COÖPERATIEVE
    CENTRALE                                                                                                                                                                                                              | )
|RAIFFEISEN-BOERENLEENBANK                                                                                                                                                                                                              | )
|B.A.(trading
    as RABOBANK                                                                                                                                                                                                           | )
|INTERNATIONAL), LONDON                                                                                                                                                                                                                 | )
|BRANCH                                                                                                                                                                                                                                 | )
|by                                                                                                                                                                                                                                     | )
|and , being                                                                                                                                                                                                                        | )
|persons
    who are acting under the authority                                                                                                                                                                                         | )
|of
    the company                                                                                                                                                                                                                     | )

Page 11

---



Back to Contents

SCHEDULE 1

MASTER DEFINITIONS AND FRAMEWORK DEED



|27
    September 2000                                                                                    
|---------------------------------------------------------------------------------------------------------
|(as
          amended and restated on 28 September 2001, 18 July 2002, 16 April 2003
    and 30 November,
|2005)                                                                                                    
|                                                                                                         
|BUHRMANN N.V.                                                                                            
|(as Parent and Silver Parent)                                                                            
|                                                                                                         
|BUHRMANN STAFDIENSTEN B.V.                                                                               
|(as Master Servicer)                                                                                     
|                                                                                                         
|BUHRMANN SILVER US LLC                                                                                   
|(as US Master Purchaser)                                                                                 
|                                                                                                         
|BUHRMANN SILVER S.A.                                                                                     
|(as
    European Receivables Warehouse Company)                                                          
|                                                                                                         
|BUHRMANN SSC (EUROPE) N.V.                                                                               
|(as SSC)                                                                                                 
|                                                                                                         
|BUHRMANN UK LIMITED                                                                                      
|(as Process Agent)                                                                                       
|                                                                                                         
|DEUTSCHE BANK AG New York Branch (as US                                                                  
|Master Purchaser Account Bank)                                                                           
|                                                                                                         
|COÖPERATIEVE
    CENTRALE RAIFFEISEN-                                                                    
|BOERENLEENBANK B.A. (trading as                                                                          
|RABOBANK INTERNATIONAL), London Branch                                                                   
|(as Liquidity Agent, Silver Account Bank, Silver                                                         
|Security Agent and Silver
    Cash Administrator)                                                        
|                                                                                                         
|ERASMUS CAPITAL CORPORATION                                                                              
|(as Erasmus and as Silver
    Note Purchaser)                                                            
|                                                                                                         
|SILVER FUNDING LIMITED                                                                                   
|(as MTN Issuer)                                                                                          
|                                                                                                         
|PRICEWATERHOUSE COOPERS                                                                                  
|(as Liquidation Servicer)                                                                                
|                                                                                                         
|                                                                                                         
|DEUTSCHE INTERNATIONAL CORPORATE                                                                         
|SERVICES LIMITED                                                                                         
|(as the MTN Issuer Corporate
    Administrator)                                                          
|                                                                                                         
|                                                                                                         
|                                                                                                         
|MASTER DEFINITIONS
    AND FRAMEWORK DEED                                                                
|                                                                                                         
|                                                                                                         

Page 12

---



Back to Contents

THIS DEED was made on 27 September 2000 and amended and restated on 28 September 2001, 18 July 2002, 16 April 2003 and 30 November, 2005

BETWEEN:

|(1) | BUHRMANN N.V., a company incorporated in The Netherlands (registered number 33250021) whose registered office is at Hoogoorddreef 62, 1101 BE Amsterdam Zuidoost, The Netherlands (the Parent);                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|(2) | BUHRMANN US INC., a company
       incorporated in Delaware (registered number 99 94 582) whose registered
       office is at Corporation Trust Centre, 1209
         Orange Street, Wilmington, County of New Castle, Delaware, United States
    (Buhrmann USand the Silver Parent);                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|(3) | BUHRMANN STAFDIENSTEN B.V., a limited liability company incorporated in The Netherlands (registered number BV243180) whose registered office is at Hoogoorddreef 62, 1101BE Amsterdam Zuidoost, The Netherlands (the Master Servicer);                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|(4) | 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 Netherlands (the European Master Purchaser);                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|(5) | BUHRMANN SILVER US LLC, a limited liability company formed under the law of the State of Delaware having its registered office at Corporate Trust Center, 1209 Orange Street, Wilmington Delaware and having its principal place of business at 1 Environmental Way, Broomfield, Colorado 80021-3416 (the US Master Purchaserand, together with the European Master Purchaser, the Master Purchasers); 
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|(6) | BUHRMANN SILVER S.A.,
         a limited liability company incorporated in Luxembourg (registered number
         75881) whose registered office is at 400 Route dEsch, L-1471 Luxembourg
    (the European Receivables Warehouse Company);                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|(7) | BUHRMANN SSC (EUROPE) N.V., a limited liability company incorporated in Belgium (registered number 84665) whose registered office is at Ilgatlaan 9, 3500 Hasselt, Belgium (SSC);                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|(8) | BUHRMANN UK LIMITED, a limited liability company incorporated in England and Wales (registered number 00452213) whose registered office is at Tameside Drive, Holford, Birmingham, West Midlands B6 7AY (in such capacity as Process Agent);                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|(9) | CORPORATE EXPRESS OFFICE PRODUCTS, INC.,
       a Delaware corporation having its principal place of business at 1 Environmental
       Way,
Broomfield, Colorado 80021-3416 (Corporate Express), as an Originator
under the US Contribution Agreement (in such capacity, an Initial US Originator)
and as a Sub-Servicer under the Servicing Agreement (in such capacity, an Initial
US Sub-Servicer);

Page 13

---



Back to Contents

|(10) | CORPORATE EXPRESS OF TEXAS, INC., a Delaware corporation having its principal place of business at 1 Environmental Way, Broomfield, Colorado 80021-3416 (Corporate Express Texas), as an Originator under the US Contribution Agreement (in such capacity an Initial US Originator, and together with the other Initial US Originator, the Initial US Originators) and as a Sub-Servicer under the Servicing Agreement (in such capacity, an Initial US Sub-Servicer, and together with the other Initial US Sub-Servicer, the Initial US Sub-Servicers);                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(11) | ASAP SOFTWARE EXPRESS, INC.,an Illinois corporation having its principal place of business at 850 Asbury Drive, Buffalo Grove, Illinois 60089 as an Originator under the US Contribution Agreement (in such capacity as Additional US Originator) and as a Sub-Servicer under the Servicing Agreement (in such capacity a US Sub-Servicer);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(12) | DEUTSCHE TRUSTEE COMPANY LIMITED, a limited liability company incorporated in England and Wales (registered number 00338230) whose registered office is at Winchester House, 1 Great Winchester Street, London EC2N 2DB (as the Security Agent, which expression shall include such person and all other person or persons for the time being acting as the security agent or agents pursuant to the European Master Purchaser Deed of Charge; as the MTN Trusteeunder the MTN Trust Deed, which expression shall include such person and all other person or persons for the time being acting as the trustee pursuant to the MTN Trust Deed; and as the MTN Security Trusteeunder the MTN Issuer Deed of Charge, which expression shall include such person and all other person or persons for the time being acting as the security trustee pursuant to the MTN Issuer Deed of Charge);                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(13) | DEUTSCHE BANK AG, Amsterdam Branch, acting through its office at Herengracht 450, 1017 CA Amsterdam as European Master Purchaser Account Bank under the Cash Management Agreement referred to below (the European Master Purchaser Account Bankwhich expression shall include any person appointed as European Master Purchaser Account Bank thereunder) as European Receivables Warehouse Company Account Bank under the Cash Management Agreement (the European Receivables Warehouse Company Account Bankwhich expression shall include any person appointed as European Receivables Warehouse Company Account Bank thereunder), as MTN Issuer Account Bank under the Cash Management Agreement (the MTN Issuer Account Bankwhich expression shall include any person appointed as MTN Issuer Account Bank thereunder) and as MTN Issuer Liquidity Facility Provider under the MTN Issuer Liquidity Facility Agreement (the MTN Issuer Liquidity Facility Provider);

Page 14

---



Back to Contents

|(14) | DEUTSCHE BANK AG LONDON, acting through its office at Winchester House, 1 Great Winchester Street, London EC2N 2DB as Cash Manager under the Cash Management Agreement referred to below (the Cash Managerwhich expression shall include any person appointed as Cash Manager thereunder), as MTN Agent under the MTN Agency Agreement referred to below (the MTN Agentwhich expression shall include any person appointed as MTN Agent thereunder) and as MTN Dealer (the MTN Dealer) and MTN Arranger under the MTN Programme Agreement;
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(15) | DEUTSCHE BANK LUXEMBOURG S.A., acting through its office at 2 Boulevard Konrad Adenauer, L-115 Luxembourg as Luxembourg MTN Paying Agent under the MTN Agency Agreement (the Luxembourg MTN Paying Agentwhich expression shall include any person appointed as Luxembourg MTN Paying Agent thereunder);                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(16) | DEUTSCHE BANK AG New York Branch, acting through its office at 60 Wall Street, New York, New York 10005 as US Master Purchaser Account Bank under the Cash Management Agreement referred to below (the US Master Purchaser Account Bankwhich expression shall include any person appointed as US Master Purchaser Account Bank thereunder);                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(17) | ERASMUS CAPITAL CORPORATION, a corporation incorporated in Delaware having its registered office at c/o Global Securitization Services, LLC, 114 West 47thStreet, Suite 1715, New York, New York 10036, U.S.A. (as      Erasmusand as the Silver Note Purchaser);                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(18) | SILVER FUNDING LIMITED, a public company incorporated with limited liability in Jersey (registered number 78721) having its registered office at Whiteley Chambers, Don Street, St. Helier, Jersey, JE4 9WG, Channel Islands (the MTN Issuer);                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(19) | BUHRMANN SILVER FINANCING, LLC,a limited liability company incorporated in Delaware having its registered office at 1209 Orange Street, Wilmington, Delaware 19801 and whose principal place of business is c/o Global Securitization Services LLC, 114 West 47thStreet, Suite 1715, New York, New York, 10036 (the Silver Note Issuer);                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(20) | DEUTSCHE INTERNATIONAL CORPORATE SERVICES LIMITED,
         a limited liability company incorporated in Jersey having its registered
         office at St. Pauls Gate, New Street, St. Helier, Jersey, Channel
    Islands (as the MTN Issuer Corporate Administrator);                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(21) | PRICEWATERHOUSECOOPERSa United Kingdom partnership whose principal place of business is 1 Embankment Place, London WC2N 6RH England (the Liquidation Servicer);                                                                                                                                                                                                                                                                                                                                                                           

Page 15

---



Back to Contents

|(22) | COÖPERATIEVE
    CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.(trading as RABOBANK INTERNATIONAL), LONDON BRANCH (Rabobank International)in its capacity as agent for the Liquidity Banks under the Erasmus Liquidity Facility Agreement referred to below (the Liquidity Agent, which expression shall include its successors and persons deriving title under the Liquidity Facility Agreement as Liquidity Agent thereunder); and in its capacity as Silver Account Bank, Silver Cash Administratorand Silver Security Agent; and
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(23) | CORPORATE
    EXPRESS DOCUMENT & PRINT MANAGEMENT, INC.,an Nebraska corporation having its principal place of business at 4205 South 96thStreet, Omaha, Nebraska 68127 as an Originator under the US Contribution Agreement (in such capacity as Additional US Originator) and as a Sub-Servicer under the Servicing Agreement (in such capacity a US Sub-Servicer).                                                                                                                                                          

WHEREAS:

|(A)      The Originators wish to sell from time
        to time and the US Master Purchaser wishes to purchase from time to time
        Receivables, together with the benefit of the Ancillary Rights relating
        thereto, on the terms and subject to the conditions set out in the US
    Contribution Agreement.                                                                                                                                                                                                                                                                                                 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(B)      In connection therewith each of the parties
        hereto will enter into the Transaction Documents (as amended and restated
        as of the date hereof, as the case may be) to which it is a party and
        each of the parties wishes to record its agreement regarding the incorporation
        of the definitions, and interpretation of certain words and expressions,
        contained in Clause 2 into the relevant Transaction Documents (as amended
        and restated as of the date hereof, as the case may be) to be entered
    into amongst themselves on or about the date of this Deed.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(C)      Each of the parties hereto wishes to
        record its agreement regarding the incorporation of the provisions set
        out in Clauses 3 to 17 and the definitions set out in Clause 2 into the
        Transaction Documents (as amended and restated as of the date hereof,
        as the case may be) and which are to be executed among themselves on
        or about
the same date of this Deed.                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(D)      Each of the parties hereto wishes to
        record its agreement to the accession to this Deed from time to time
        of further Buhrmann Group companies as Originators and Sub-Servicers
        and to the making of certain amendments to the definitions contained
        within Clause 2 of this Deed to give effect to the same upon and subject
    to the terms of this Deed and the other Transaction Documents.                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|INTERPRETATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.1      Capitalised
        terms in this Deed (including the Recitals) shall, except where the context
        otherwise requires and
    save where otherwise defined herein, bear the meanings
ascribed to them in Clause 2.1 (as the same may be amended, varied or supplemented
    from time to time with the consent of the parties hereto) and this Deed (including
    the Recitals) shall be construed in accordance with the principles of construction
    set out in Clauses 2.2 to 2.7.                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.2      Where
        any party hereto from time to time acts in more than one capacity hereunder,
        the provisions of this Deed shall apply to such party as though it were
        a separate party in each such capacity except insofar as they may require
        such party in one capacity hereunder to give any notice or information
        to itself in another capacity.                                                                                                                                                                                                                                

Page 16

---



Back to Contents

|                                                                                                                                                                                                                                                                                                                              
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DEFINITIONS                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                              
|2.1      In any agreement, instrument or deed
        expressly and specifically incorporating by reference this Master Definitions
        and Framework Deed the following expressions shall, except where the
        context otherwise requires and save where otherwise defined therein,
    have the following meanings:
|                                                                                                                                                                                                                                                                                                                              
|AA Required Reserve Amountmeans
    the Silver Capital Contribution Amount;                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                              
|AA Reserve Percentage means,
        on any Business Day, the sum (expressed as a percentage) of (I) the greater
    of:                                                                                                                                                                                                      

|  |                                                       
|- | ------------------------------------------------------
|A | the Reserve Floor Percentage on such Business
    Day;
|  |                                                       
|B | the Reserve Floor on such Business Day;
    and       

|  |             |                                                                                                    
|- | ----------- | ---------------------------------------------------------------------------------------------------
|C | the sum of:
|  | (a)         | the Default Reserve Percentage on such Business
    Day where C (as used in that term) is 2.25; and
|  | (b)         | the Dilution Reserve Percentage on such Business
    Day where B (as used in that term) is 2.25;   

|                                                                                                                                                              
|--------------------------------------------------------------------------------------------------------------------------------------------------------------
|and                                                                                                                                                           
|                                                                                                                                                              
|(II)      the sum of percentages on such Business
        Day in (ii), (iii), (iv), (v), (vi), (vii) and (viii) of the definition
    of Reserve Percentage;

Accreted Valuemeans, in respect of the Buhrmann US Notes on any date, the sum of (A) the aggregate Subscription Prices of all Buhrmann US Notes outstanding on such date plus (B) the Buhrmann US Note Discount accreted thereon as at such date at the US Funding Rate;

Accumulation Period means with respect to any Series of MTNs the
period commencing 45 days (in the case of euro), 75 days (in the case of Sterling)
and 30 days (in the case of US Dollars) prior to the Interest Payment Date specified
in the applicable Supplement as the MTN Expected Maturity Date and ending on
the earlier to occur of (a) the date on which 100 per cent. of the aggregate
nominal amount of the MTNs of such Series has been reserved, (b) an Early European
Amortisation Event (in the case of MTNs

denominated in euros or Sterling) or an Early US Amortisation Event (in the case
    of MTNs denominated in US Dollars), (c) a Buhrmann Termination Event and
    (d) the MTN Maturity Date for such Series specified in the applicable Supplement;
    provided that (i) the Master Servicer on behalf of the relevant Master Purchaser
    shall have absolute discretion to commence any Accumulation Period on an
    earlier date and (ii) the Master Servicer on behalf of the relevant Master
    Purchaser shall be permitted to delay the commencement of any Accumulation
    Period, subject to the consent of the MTN Trustee and satisfaction of the
Rating Condition;

Page 17

---



Back to Contents

Actionmeans any judicial or administrative proceeding, or threatened proceeding, including any government investigation, whether civil, criminal or otherwise;

Additional Jurisdiction Originatormeans any company within the Buhrmann Group incorporated in an Eligible Originator Country (other than the United States) which, with the consent of the US Master Purchaser, the Buhrmann Note Purchasers, the Security Agent and the Silver Security Agent, and upon satisfaction of the Rating Condition, accedes to the Transaction Documents pursuant to Clause 4 of this Deed following the entry into by it of the US Contribution Agreement in respect of receivables originated in the jurisdiction in which it is incorporated;

Additional Membermeans any Person who becomes a Member under the LLC Agreement pursuant to Section 9.7 of that agreement;

Additional Originatormeans any Additional US Originator and/or any Additional Jurisdiction Originator, in each case as the context requires;

Additional Paymentmeans any additional amount paid by an Originator to the US Master Purchaser in accordance with Clause 7.5 of the US Contribution Agreement;

Additional Sub-Servicermeans any company within the Buhrmann Group incorporated in an Eligible Originator Country which accedes to the Transaction Documents to which the Initial US Sub-Servicers are a party;

Additional US Originatormeans any company within the Buhrmann Group incorporated in the United States which, with the consent of the US Master Purchaser, the Buhrmann US Note Purchasers and the Security Agent and the Silver Security Agent, and upon satisfaction of the Rating Condition, accedes to the Transaction Documents to which the Initial US Originators are a party pursuant to Clause 4 of this Deed;

Administration Feemeans the fee, amongst other fees, set out and described as such in the Buhrmann Programme Fee Letter (as amended from time to time);

Affiliate means,

|(a) | with reference to the US Master Purchaser:
        (a) any Person that directly or indirectly, through one or more intermediaries,
        controls, or is controlled by, or is
under common control with, the US Master Purchaser or (b) any Person (i) that
    is a Manager, Member, officer or trustee of, or serves in a similar capacity
    with respect to the US Master Purchaser, or (ii) for or of which the US Master
    Purchaser is a shareholder or other owner of equity, director, officer, employee,
    agent, attorney or trustee, or serves in a similar capacity;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 18

---



Back to Contents

|(b) | with respect to the Silver Note Issuer: (a)
        any Person that directly or indirectly, through one or more intermediaries,
        controls, or is controlled by, or is under common control with, the Silver
        Note Issuer or (b) any Person (i) that is a Member, officer, trustee
        of, or serves in a similar capacity with respect to the Silver Note Issuer,
        or (ii) for or of which the Silver Note Issuer is a shareholder or other
        owner of equity, director, officer, employee, agent, attorney or trustee,
    or serves in a similar capacity; and
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | as used in this definition,
the term “control” means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise; and “controlled” has
a correlative meaning,                                                                                                                                                                                                                                                                              

Aggregate Available US Collection Account L/C Amountmeans on any Business Day the aggregate undrawn face amount of all Eligible US Collection Account Letters of Credit;

Aggregate Nominal Amount with respect to each Series of MTNs has the meaning specified in the applicable Supplement;

Ancillary Rightsmeans, in respect of each Receivable, all right, benefit and interest of the relevant Originators in and to any insurance policy and proceeds therefrom and/or any trade indemnity protection scheme and any covenant for payment in relation thereto;

Assigned Accountsmeans, in connection with the US Lock Box and Assigned Account Agreement, the deposit accounts at Harris No.232-776-5, No.232-808-6 and No.209-708-7, each in the name of the US Master Purchaser;

Average Collection Periodmeans, on any Calculation Date, a period of days equal to:

|(A)    | the greater of (i) one and (ii) the fraction,
        the numerator of which is the aggregate of the Face Amounts of all Securitised
        US Receivables as at that Calculation Date and the denominator of which
        is the total amount received by the relevant Master Purchaser in respect
        of Securitised US Receivables during the 30 days preceding, and ending
    on, such Calculation Date; multiplied by
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(B)    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|where:
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|A      | is 2; and                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|B      | is 360 (with
    respect to Securitised US Receivables);                                                                                                                                                                                                                                                                                                                                                                         

Page 19

---



Back to Contents

Average Credit Termsmeans on any Calculation Date, the arithmetical average number of days (rounded to the nearest whole day) between the date on which Securitised US Receivables are invoiced and their Due Dates;

Average Default Ratiomeans, on any Calculation Date, the fraction expressed as a percentage obtained by dividing (A) the aggregate of the Default Ratios on that Calculation Date and the preceding two Calculation Dates by (B) three;

Average Dilution Ratio means, on any Calculation Date, the fraction expressed as a percentage obtained by dividing (A) the aggregate of the Dilution Ratios on that Calculation Date and the preceding two Calculation Dates by (B) three;

Average Payment Periodmeans the number of days which the Master Servicer (acting as a prudent servicer) may from time to time determine (and notify to the US Master Purchaser) as a reasonable estimate of the average number of days between the date on which a Receivable is invoiced and the date on which it is collected;

Average Rebate Dilution Monthly Accrualsmeans with respect to a Business Day, the average of the Rebate Dilutions Monthly Accruals on the most recent Calculation Date and the five Calculation Dates preceding that Calculation Date;

Average US Days Sales Outstanding means with respect to a Business Day, the average of the Days Sales Outstanding in respect of US Dollars on the most recent Calculation Date and the preceding two Calculation Dates;

Bankruptcymeans, for the purposes of the LLC Agreement or the Silver LLC Agreement and with respect to any Person, if such Person:

|(a) | makes an assignment for the benefit of creditors,                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                              
|(b) | files a voluntary petition in bankruptcy,                                                                                                                                    
|    |                                                                                                                                                                              
|(c) | is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings,                                             
|    |                                                                                                                                                                              
|(d) | files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation,
|    |                                                                                                                                                                              
|(e) | files an answer or other pleading admitting to or failing to contest the material allegations of a petition filed against it in any proceeding of this nature,               

Page 20

---



Back to Contents

|(f) | seeks, contests to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(g) | if
       120 days after the commencement of any proceeding against the Person seeking
       reorganisation, arrangement, composition, readjustment, liquidation or
       similar relief under any statute, law or regulation, if the proceeding
       has not been dismissed, or if within 90 days after the appointment without
       such Persons consent or acquiescence of a trustee, receiver or liquidator
       of such Person or all of any substantial part of its properties, the appointment
       is not vacated or stayed, or within 90 days after the expiration of any
    such stay, the appointment is not vacated.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The
        foregoing definition
of Bankruptcy is intended to replace and shall supersede and replace
the definition of Bankruptcy set forth in Sections 18-101(1) and
18-304 of the Delaware Limited Liability Company
Act, 6 Del. C.;                                                                                                                                                                                                                                                                                                                                                                                                 

Board of Directors means the board of directors of the Silver Note Issuer;

Buhrmann European Notemeans any note issued or to be issued by the European Master Purchaser pursuant to the European Master Purchaser Funding Deed, and Buhrmann European Notesshall be construed accordingly;

Buhrmann European Note Certificatemeans in respect of any Buhrmann European Note, a certificate in the form set out in Schedule 2 to the European Master Purchaser Funding Deed issued by the European Master Purchaser to the person registered as Buhrmann European Noteholder in the Register;

Buhrmann European Note Conditionsmeans the terms and conditions of the Buhrmann European Notes, in the form set out in Schedule 3 to the European Master Purchaser Funding Deed and a reference to a particular numbered Buhrmann European Note Condition shall be construed accordingly;

Buhrmann European Note Discountmeans, in relation to each Buhrmann European Note, the amount which is equal to the difference between the Face Value of such Buhrmann European Note and its Subscription Price as specified in the relevant Buhrmann European Note Issue Notice relating to that Buhrmann European Note;

Buhrmann European Note Discount Ratemeans, in respect of a Buhrmann European Note, the percentage obtained by dividing (A) the Discounted Value of such Buhrmann European Note by (B) the Face Value of such Buhrmann European Note, expressing the resultant fraction as a percentage, and subtracting such percentage from 100;

Buhrmann European Note Issue Datemeans the date of issue of a Buhrmann European Note;

Page 21

---



Back to Contents

Buhrmann European Note Issue Noticemeans a notice, substantially in the form set out in Schedule 1 to the European Master Purchaser Funding Deed, issued by the European Master Purchaser in respect of the proposed issue of a Buhrmann European Note;

Buhrmann European Note Purchasermeans (a) as at the date of this Deed the MTN Issuer, and (b) thereafter, any other person that accedes to the terms of the European Master Purchaser Funding Deed and, inter alia, to the European Master Purchaser Deed of Charge as a provider of finance to the European Master Purchaser (with the prior written consent of the Security Agent and the Buhrmann European Note Purchasers) and which purchases from time to time Buhrmann European Notes from the European Master Purchaser;

Buhrmann European Noteholdermeans, in respect of any Buhrmann European Note at any time, any Buhrmann European Note Purchaser or any other person whose name is entered in the Register as the holder of such Buhrmann European Note;

Buhrmann Financial Performance Cross Default means the occurrence of any event of default in respect of a financial performance covenant (and for the avoidance of doubt any adjustment of a financial performance covenant agreed amongst the parties will not be considered as an event of default in respect of such financial performance covenant), in any document entered into by any of the Parent, any Originator, the European Receivables Warehouse Company, the Master Servicer or any Sub-Servicer relating to indebtedness for borrowed money having a maximum aggregate principal amount of borrowed money or facility limit (or the equivalent) of US$100 million or its equivalent in other currencies or more;

Buhrmann Groupmeans the Parent and any of its consolidated subsidiaries;

Buhrmann Group Fixed Charge Coverage Ratio means with regard to a Calculation Date:

(A-B+C)/(C+D+E+F+G)

where:

|A | is the EBITDAE of the Buhrmann Group over
    the last 4 quarters reported                                                                                  
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                             
|B | is the result excluding exceptional items
        attributable to minority shareholders of Corporate Express Australia
    over the last 4 quarters reported
|  |                                                                                                                                                             
|C | is the rent and lease expenses of the
        Buhrmann Group with respect to real property and vehicles over the last
    4 quarters reported               
|  |                                                                                                                                                             
|D | is the cash interest expense of the Buhrmann
    Group over the last 4 quarters reported                                                                    

Page 22

---



Back to Contents

|E | is the amount of all capital expenditures
    of the Buhrmann Group over the last 4 quarters reported                                                                                                                                                   
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                         
|F | is the amount of dividends in relation
        to the common stock and preference shares A of the Parent that are paid
    in cash over the last 4 quarters                                                                                             
|  |                                                                                                                                                                                                                                                         
|G | is the amount of all scheduled principal
        payments of the term facilities incurred by the Parent under its Senior
        Facilities Agreement dated 23 December 2003 over the last 4 quarters
    as determined on the first day of such period;

Buhrmann Group Interest Coverage Ratio means with regard to a Calculation
Date:

(A-B)/C

where:

|A | is the EBITDAE of the Buhrmann Group over
    the last 4 quarters reported                                                                                  
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                             
|B | is the result excluding exceptional items
        attributable to minority shareholders of Corporate Express Australia
    over the last 4 quarters reported
|  |                                                                                                                                                             
|C | is the cash interest expense of the Buhrmann
    Group over the last 4 quarters reported;                                                                   

Buhrmann Group Leverage Ratiomeans with regard toa Calculation Date:

(A+B-C)/(D-E)

where:

|A | is the Interest Bearing Debt of the Buhrmann
    Group on the last reporting date                                                                            
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                              
|B | is the Cash and Bank Balances of the Buhrmann
    Group on the last reporting date                                                                           
|  |                                                                                                                                                              
|C | is EUR 50 million                                                                                                                                            
|  |                                                                                                                                                              
|D | is the EBITDAE of the Buhrmann Group over
    the last 4 quarters reported                                                                                   
|  |                                                                                                                                                              
|E | is the result excluding exceptional items
        attributable to minority shareholders of Corporate Express Australia
    over the last 4 quarters reported;

Buhrmann Interest Ratemeans the rate of interest determined from time to time by the Cash Manager and the Master Servicer;

Page 23

---



Back to Contents

Buhrmann Notemeans any of the Buhrmann European Notes and the Buhrmann US Notes, and Buhrmann Notes shall be construed accordingly;

Buhrmann Note Discountmeans the Buhrmann European Note Discount and/or the Buhrmann US Note Discount, as the context requires;

Buhrmann Note Issue Notice means a Buhrmann European Note Issue Notice or a Buhrmann US Note Issue Notice, as the context requires;

Buhrmann Note Purchasermeans the Buhrmann European Note Purchaser and/or, as the context requires, the Buhrmann US Note Purchaser, and the Buhrmann Note Purchasersshall be construed accordingly;

Buhrmann Operating Proceduresmeans the standard operating, underwriting, credit and collection criteria, procedures and policies employed by the Originators at the date hereof and such other procedures as would be carried out by a reasonably prudent Originator carrying on the same business as the Originator;

Buhrmann Programme Feesmeans the various fees (including, but not limited to the fee applicable to the Erasmus Applicable Margin, the Liquidity Fee, the Credit Enhancement Fee and the Administration Fee) as separately agreed between the relevant parties;

Buhrmann Programme Fee Letter means the letter dated on or around the date hereof regarding the payment of various fees, including but not limited to, each of the Erasmus Applicable Margin, the Liquidity Fee, the Credit Enhancement Fee and the Administration Fee and fees payable to the Silver Security Agent;

Buhrmann Termination Eventmeans the occurrence of any of the events set out in Schedule 1;

Buhrmann USmeans Buhrmann US Inc.;

Buhrmann US Notemeans any note issued or to be issued by the US Master Purchaser pursuant to the US Master Purchaser Funding Agreement and Buhrmann US Notes shall be construed accordingly;

Buhrmann US Note Certificatemeans in respect of a Buhrmann US Note, a certificate in the form set out in Schedule 2 to the US Master Purchaser Funding Agreement issued by the US Master Purchaser to the person registered as Buhrmann US Noteholder in the Register;

Buhrmann US Note Conditionsmeans the terms and conditions of the Buhrmann US Notes, in the form set out in Schedule 3 to the US Master Purchaser Funding Agreement and a reference to a particular numbered Buhrmann US Note Condition shall be construed accordingly;

Page 24

---



Back to Contents

Buhrmann US Note Discountmeans, in relation to each Buhrmann US Note, the amount which is equal to the difference between the Face Value of such Buhrmann US Note and its Subscription Price as specified in the relevant Buhrmann US Note Issue Notice relating to that Buhrmann US Note;

Buhrmann US Note Discount Ratemeans, in respect of a Buhrmann US Note, the percentage obtained by dividing (A) the Discounted Value of such Buhrmann US Note by (B) the Face Value of such Buhrmann US Note, expressing the resultant fraction as a percentage, and subtracting such percentage from 100;

Buhrmann US Note Issue Datemeans the date of issue of a Buhrmann US Note;

Buhrmann US Note Issue Noticemeans a notice, substantially in the form set out in Schedule 1 to the US Master Purchase Agreement issued by the US Master Purchaser in respect of the proposed issue of a Buhrmann US Note;

Buhrmann US Note Purchasermeans, (a) as at the date of this Deed, the MTN Issuer, the Silver Note Issuer and (b) thereafter, any other person that accedes to the terms of the US Master Purchaser Funding Agreement and, inter alia, to the US Master Purchaser Guarantee and Security Agreement as a provider of finance to the US Master Purchaser (with the prior written consent of the Security Agent and the Buhrmann US Note Purchasers, and upon satisfaction of the Rating Condition) and which purchases from time to time Buhrmann US Notes from the US Master Purchaser;

Buhrmann US Noteholdermeans, in respect of any Buhrmann US Note at any time, any Buhrmann US Note Purchaser or any other person whose name is entered in the Register as the holder of such Buhrmann US Note;

Business Daymeans a day (other than a Saturday or a Sunday) on which banks are generally open for business in each of Amsterdam, Brussels, London, Luxembourg, Jersey and New York, and which is a TARGET Day;

Calculation Datemeans the third Thursday of each calendar month or, if such day is not a Business Day, the next following Business Day;

Calculation Periodmeans the period commencing on the European Closing Date (in the case of European Receivables) or the US Closing Date (in the case of US Receivables) and ending on (and including) the next following Calculation Date and each successive period commencing on (but excluding) a Calculation Date and ending on (and including) the next following Calculation Date;

Capital Accountmeans the capital account maintained for a Member pursuant to Section 4.3 of the LLC Agreement;

Capital Contributionmeans, with respect to any Member, any contribution
(as defined in Section 18-101(3) of the Delaware Limited Liability Company Act,
6 Del. C.) which

such Member makes (or is deemed to make) to the US Master Purchaser pursuant
to Section 4 of the LLC Agreement and under the US Contribution Agreement;

Page 25

---



Back to Contents

Cash Management Agreementmeans the cash management agreement dated 27 September 2000, as amended and restated on 28 September 2001, between the European Receivables Warehouse Company, the Master Purchasers, the Security Agent, the Cash Manager, the MTN Issuer, European Receivables Warehouse Company Account Bank and the Master Purchaser Account Banks;

Cash Managermeans Deutsche Bank AG London in its capacity as cash manager for the European Receivables Warehouse Company, the Master Purchasers and the MTN Issuer under the Cash Management Agreement;

Certificatemeans the certificate of formation of the US Master Purchaser, together with any and all amendments, corrections, supplements and restatements thereof, filed in the Office of the Secretary of State of the State of Delaware;

Certificate of Formationmeans the Certificate of Formation of
the Silver Note Issuer filed with the Secretary of State of the State of Delaware
on September 30, 2005, as amended or amended and restated from time to time;

Chargesmeans, in respect of the US Lock Box and Assigned Account Agreement, all fees and charges due from the US Master Purchaser to Harris in connection with the Lock Boxes and the Assigned Accounts and all returned items and chargebacks for uncollected checks deposited in the Assigned Accounts;

Classmeans MTN Class A, MTN Class B, MTN Class C, MTN Class D, MTN Class E, MTN Class F or any of them;

Closing Datemeans the date of this Deed or such other date as may be agreed between the Silver Secured Parties, Buhrmann US Inc and the Parent;

Clearstream, Luxembourgmeans
Clearstream Banking, société anonyme;

Codemeans the United States Internal Revenue Code of 1986, as amended from time to time. Any reference to any specific provision of the Code or any regulations thereunder shall be deemed to refer to any successor provisions thereto;

Collection Accountmeans the US Collection Account;

Collection Account Bankmeans the US Collection Account Bank;

Collection Datemeans, in respect of each Receivable, the Business
Day on which (i) in the case of payments by cheque, such cheque is presented
to a Collection Account Bank by or on behalf of the relevant Originator, and
(ii) in respect of payments made by any other means, such amounts received in
respect of such Receivable are credited to a

Collection Account and accounted for by the relevant Originators following payment
    by or on behalf of the relevant Obligor to or on behalf of the US Master
Purchaser;

Page 26

---



Back to Contents

Collectionsmeans, with respect to any Receivable, all cash collections, finance, interest, late payment or similar charges and other cash proceeds of such Receivable or other amounts received or recovered in respect thereof, including without limitation, all cash proceeds of any Ancillary Rights with respect thereto and any Deemed Collections of such Receivable, and all recoveries of value added tax from any relevant tax authority relating to any Defaulted Receivable;

Common Depositarymeans Deutsche Bank AG, London;

Company Distributionsmeans cash or other property that is distributed pursuant to Section 5.3 or Section 11.2 of the LLC Agreement;

Concentration Limitsmeans the Maximum Country Limit, the Maximum Originator Limit and the Maximum Obligor Limit;

Conditions Precedentmeans the conditions precedent set out in Schedule 2 of this Deed;

Contractmeans the contract for the sale of goods (whether or not written) concluded between an Originator and an Obligor pursuant to which an Invoice is generated and a Receivable is derived;

Contribution Datemeans the date on which any Offer to Contribute is accepted;

Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. Controlling and Controlled shall have correlative meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests;

Controlling Classmeans, at any time, the then most senior Class of MTNs outstanding;

Corporate Express of Texasmeans
Corporate Express of Texas, Inc.;

Corporate Expressmeans Corporate
      Express Office Products, Inc.;

Counterparty Filemeans the data file produced by or on behalf of each Originator in the form set out in Schedule 3 to the Servicing Agreement;

Couponmeans an interest coupon appertaining to a definitive MTN, such coupon being:

|(a) | if appertaining to a Fixed Rate Note, in
        the form or substantially in the form set out in Part IVA of the Second
        Schedule of the MTN Trust Deed or in such other form, having regard to
        the terms of issue of the MTNs of the relevant Series, as
may be agreed between the MTN Issuer, the MTN Agent, the MTN Trustee and the
    relevant MTN Dealer(s); or
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 27

---



Back to Contents

|(b) | if appertaining to a Floating Rate Note, in the form or substantially in the form set out in Part IVB of the Second Schedule to the MTN Trust Deed or in such other form, having regard to the terms of issue of the MTNs of the relevant Series, as may be agreed between the MTN Issuer, the MTN Agent, the MTN Trustee and the relevant MTN Dealer(s); or
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                             
|(c) | if appertaining to a definitive MTN which is neither a Fixed Rate Note nor a Floating Rate Note, in such form as may be agreed between the MTN Issuer, the MTN Agent, the MTN Trustee and the relevant MTN Dealer(s),                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                             
|    | and includes, where applicable,
      the Talon(s) appertaining thereto and any replacements for Coupons and
    Talons issued pursuant to MTN Condition 12;                                                                                                                                                                                                

Couponholdermeans the several persons who are for the time being holders of the Coupons and includes, where applicable, the Talonholders and references to relevant Couponholders shall, in relation to the MTNs of any Series, be construed as references to the holder or holders of one or more Coupons appertaining to the MTNs of such Series;

Credit Enhancement Feemeans the fee, amongst other fees, set out and described as such in the Buhrmann Programme Fee Letter regarding the provision of credit enhancement by Rabobank International;

Credit Notemeans any statement evidencing credit in respect of amounts owed by an Obligor to an Originator in respect of any Receivable;

Credit Note Ledgermeans the ledger maintained by the Master Servicer which will:

|(a) | be adjusted as appropriate by all the amounts in respect of which a Credit Note has been issued by an Originator to an Obligor; and                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                  
|(b) | be adjusted as appropriate by the aggregate of the amounts in respect of which a Credit Note issued by an Originator to an Obligor has been applied or cancelled;

Cross-Billed Obligor means an Obligor in respect of Securitised US Receivables who receives from a US Originator a combined invoice in respect of goods and services provided by such US Originator and by any company within the Buhrmann Group incorporated within the United States and which is not a US Originator (including without limitation, Corporate Express Promotional Marketing Inc.);

Day Count Fractionhas the meaning as specified in MTN Condition 6(a) in relation to interest on Fixed Rate Notes, or MTN Condition 6(b) in relation to interest on Floating Rate Notes, as applicable;

Page 28

---



Back to Contents

Days Sales Outstanding means, on any Calculation Date the product of (A) the fraction, the numerator of which is the aggregate of the Face Amounts of all Securitised US Receivables as at that Calculation Date and the denominator of which is the total amount received by the relevant Master Purchaser in respect of Securitised US Receivables during the 30 days preceding ending on such Calculation Date; and (B) 30;

Deemed Collectionsmeans, on any day, (i) the aggregate amounts paid by the Originators (other than amounts representing interest) in repurchasing Receivables, and/or substituting Receivables, pursuant to Clause 11.1(b) of the US Contribution Agreement or in respect of set-offs, Rebates, Discount Dilutions and Dilutions pursuant to Clause 11.1(d) of the US Contribution Agreement and not previously applied in purchasing Receivables; or (ii) the aggregate amounts paid by the European Receivables Warehouse Company (other than amounts representing interest) in repurchasing Receivables, and/or substituting Receivables and not previously applied in purchasing Receivables;

Default Ratiomeans on any Calculation Date, the fraction, expressed as a percentage, obtained by dividing (A) the aggregate of the Face Amounts of all outstanding Securitised US Receivables which first became Defaulted Receivables on any of the preceding 30 days by (B), the Relevant Sales-Defaults in respect of all Securitised US Receivables;

Default Receivable Maturitymeans, on any Business Day:

A+B

where:

|A | is the Average Credit Terms as at the
    most recent Calculation Date; and           
|- | --------------------------------------------------------------------------------------
|  |                                                                                       
|B | is 60 in the case of a European Receivable
    and 150 in the case of a US
Receivable;

Default Reserve Floormeans, on any Calculation Date in respect of Securitised US Receivables, 5 times the largest Obligor Percentage;

Default Reserve Percentagemeans, on any Calculation Date, A x B x C

where:

|A | is the Expected Defaults as at such Calculation Date;     
|- | ----------------------------------------------------------
|  |                                                           
|B | is the Loss Horizon Ratio as at such Calculation Date; and
|  |                                                           
|C | is 2;                                                     

Defaulted MTN has the meaning given to it in Clause 6.6 of the MTN Agency Agreement;

Page 29

---



Back to Contents

Defaulted Receivablemeans an outstanding Securitised US Receivable (other than a Non-Funded Receivable) in respect of which and without double counting:

|(a) | in the case of Securitised US
       Receivables, all or part of its Face Amount remains unpaid for more than
       150 days; or                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                 
|(b) | any of the events referred to in paragraphs (h) to (l) of Schedule 1 of this Deed (with relevant changes to refer to the Obligor rather than any Originator) occurs in relation to any person who is an Obligor in respect of such Securitised US Receivable; or                
|    |                                                                                                                                                                                                                                                                                 
|(c) | the Master Servicer, acting as a prudent servicer, or an Originator has made a write-off or provision in accordance with the Buhrmann Operating Procedures and the Servicing Agreement against loss in respect of any part of the Face Amount of such Securitised US Receivable;

Deferred Purchase Pricemeans, on any Collection Date and in respect of each Receivable (the Relevant Receivable), the amount which is the greater of (i) zero and (ii):



|where:
|------
|      
|A     
|      
|B     
|      
|C     
|      
|D     
|      
|E     
|      
|F     
|      
|G     

Page 30

---



Back to Contents

Delaware Actmeans the Delaware Limited Liability Company Act, 6 Del.C. Sections 18-101 through 18-1109, as amended from time to time;

Delinquency Ratiomeans,
on any Business Day, the fraction, expressed as a percentage, obtained by dividing
(A) the aggregate of the Face Amounts of all Securitised US Receivables which
were Delinquent Receivables on the most recent Business Day which are still outstanding
(except that Securitised US Receivables shall only include Securitised US Receivables
which become Delinquent Receivables during the preceding 30 days and which are
still outstanding) in respect of which a Master Servicers Daily Report
has been received by the relevant Master Purchaser by (B) the Relevant Sales-Delinquencies
in respect of all Securitised US Receivables;

Delinquent Receivablemeans a Securitised US Receivable (other than a Securitised US Receivable that is a Defaulted Receivable or a Non-Funded Receivable) in respect of which all or part of its Face Amount remains unpaid for more than 60 days past its Due Date;

Delinquent Receivable Maturitymeans, on any Business Day,

A+B

where:

|A | is the Average
        Credit Terms as at the most recent Calculation Date in respect of the
    relevant Securitised US Receivables; and
|- | -----------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                          
|B | is 60:                                                                                                                                   

Determination Date means, with respect to a Series of MTNs, the date specified in the applicable Supplement;

Determination Periodmeans, with respect to a Series of Fixed Rate Notes, each period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date);

Deutsche New York Branchmeans Deutsche Bank AG, acting through its New York branch;

Dilution Horizon Ratiomeans, on any Calculation Date, the fraction expressed as a ratio obtained by dividing (A) the aggregate Face Amount of all sales occurring during the immediately preceding 45 days by (B) the aggregate of the Face Amount of all Securitised US Receivables that are Eligible US Receivables less Excess Concentrations;

Page 31

---



Back to Contents

Dilution Ratiomeans on any Calculation Date, the fraction, expressed as a percentage, obtained by dividing (A) the aggregate amount of Dilutions occurring during the immediately preceding 30 days in respect of Securitised US Receivables by (B) the aggregate of the Face Amounts of Receivables which became Securitised US Receivables during that period of 30 days;

Dilution Reserve Percentagemeans, on any Calculation Date,

((A x B) + (C x D))
x E

where:

|A | is the Expected Dilutions as at such Calculation
    Date;                                                                                             
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                        
|B | is 2;                                                                                                                                                  
|  |                                                                                                                                                        
|C | is the greater of (a) zero, and (b) the
        Dilution Spike as at such Calculation Date less the Expected Dilutions
    as at such Calculation Date;
|  |                                                                                                                                                        
|D | is the Dilution Spike as at such Calculation
    Date divided by the Expected Dilutions as at such Calculation Date; and                               
|  |                                                                                                                                                        
|E | is the Dilution Horizon Ratio as at such
    Calculation Date;                                                                                         

Dilution Spikemeans, on any Business Day, the highest of the Dilution Ratios calculated on each of the immediately preceding 12 Calculation Dates;

Dilutionsmeans the aggregate amount of delivery price adjustments, refunds, credits (including Credit Notes), rebates, discounts, disputes, allowances or reverse invoices against Securitised US Receivables and other adjustments or allowances in respect of Securitised US Receivables permitted or incurred by the Originators, provided that Dilutions shall not include any amount which is included within the definition of Rebate Dilutions or the definition of Discount Dilutions or any Linked Credit Notes or any Credit Note for which there is no corresponding Obligor or to the extent that the Credit Notes attributable to an Obligor outstanding exceed the amount of Securitised US Receivables attributable to such Obligor;

Directors means
the Persons elected to the Board of Directors of the Silver Note Issuer from
time to time by the Member, including the Independent Directors, in their capacity
as managers of the Silver Note Issuer. A Director is hereby designated as a manager of
the Silver Note Issuer within the meaning of Section 18-101(10) of the Act;

Discountmeans, in respect of a Securitised US Receivable, the amount calculated by multiplying the Face Amount of that Securitised US Receivable by the Discount Percentage as determined by the Master Servicer pursuant to the Servicing Agreement;

Page 32

---



Back to Contents

Discount Dilution Accrualsmeans, on any Business Day, the aggregate of all amounts by each Originator in its accounts in respect of Discount Dilutions;

Discount Dilution Monthly Accrualsmeans, on any Calculation Date, the aggregate of the Discount Dilution Accruals which have arisen since the immediately preceding calendar month;

Discount Dilutionsmeans on a Calculation Date the aggregate amount of cash discounts granted by Originators to Obligors and which are accrued by the Originator granting such discount in its accounts; provided that Discount Dilutions shall not include any amount in respect of which the relevant Master Purchaser has received a Deemed Collection;

Discount Dilutions Reservemeans on a Calcuation Date, the product of (a) the highest of the Discount Dilution Monthly Accruals as at the twelve previous Calculation Dates and (b) 110 per cent.;

Discount Dilutions Reserve Percentage means on a Calculation Date the fraction expressed as a percentage obtained by dividing (i) the Discount Dilutions Reserve with respect to such Calculation Date by (ii) the aggregate of the Net Pool Balance;

Discount Ledgermeans the ledger maintained by the Master Servicer which will:

|(a) | be adjusted as appropriate with all amounts received for the account of the European Receivables Warehouse Company, the European Master Purchaser or the US Master Purchaser into a Collection Account in respect of Securitised US Receivables which represent the Discount element of such Securitised US Receivables; and                                                                                                                                                                                                        
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | be adjusted as appropriate with all amounts which have been applied on each Business Day (i) in redeeming Buhrmann European Notes or Buhrmann US Notes, (ii) in paying the European Master Purchaser Senior Expenses or the US Master Purchaser Senior Expenses, (iii) in the case of European Receivables, in paying Surplus Discount to the European Receivables Warehouse Company, and, in turn an Originator, or (iv) in the case of US Receivables, in increasing the Interest of an Originator in respect of Surplus Discount;

Discount Percentagemeans, on any Monthly Settlement Date, a fraction (expressed as a percentage):



|A | is the sum of (i) the amounts specified
        in Clauses (a), (b), (d) and (h) of the definition of Estimated Funding
        Costs in respect of the Buhrmann Note Purchasers, the Master Purchasers
        and the European Receivables Warehouse Company as at the most recently
    Monthly Determination Date and (ii) the amounts specified in Clauses (c),
        (f), (g), (i), (j), (k) and (l) of the definition of Estimated Funding
        costs in respect of the Buhrmann Note Purchasers, the
    Master Purchasers and the European Receivables Warehouse Company as at the
    most recent Monthly Determination Date, but without double counting;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|B | is the Average Collection Period as at the
    most recent Calculation Date; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|C | is 360; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|D | is the sum of the amounts specified in Clause
        (e) of the definition of Estimated Funding Cost in respect of Buhrmann
    Notes as at the most recent Monthly Determination Date;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

Page 33

---



Back to Contents

Discounted Valuemeans with respect to a Buhrmann Note, the Face Value of a Buhrmann Note less the relevant Buhrmann Note Discount applicable thereto;

Distribution Compliance Periodhas the meaning given to it in Regulation S under the Securities Act;

DPP Collectionsmeans, on any Collection Date:

A-B-C

where:

|A | is the aggregate of all amounts received
        for the account of the European Receivables Warehouse Company or the
        relevant Master Purchaser, as the case may be into a Collection Account
    in relation to a Securitised US Receivable;                                                      
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                            
|B | is the aggregate of all amounts received
        by the European Receivables Warehouse Company or the relevant Master
        Purchaser, as the case may be into a Collection Account in relation to
        Securitised US Receivables which represent the Discount element of such
    amounts collected;
|  |                                                                                                                                                                                                                                                                                                            
|C | is the IPP Collections on that Collection
    Date;                                                                                                                                                                                                                                                        

DPP Ledgermeans the ledger maintained by the Master Servicer which will:

|(a) | be adjusted as appropriate with all amounts received for the account of the European Receivables Warehouse Company, the European Master Purchaser or the US Master Purchaser or the relevant Originator, as the case may be, into a Collection Account in respect of the Securitised US Receivable which represent the Deferred Purchase Price element of the Purchase Price of such Securitised US Receivables;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 
|(b) | be adjusted as appropriate by,
       in the case of the DPP Ledger kept in respect of US dollars for the US
       Master Purchaser, all amounts by which the Interest of a US Originator
       has been increased in respect of the Deferred Purchase Price of Securitised
    US Receivables; and                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 
|(c) | be adjusted as appropriate by
      all amounts received by the European Receivables Warehouse Company, the
      European Master Purchaser or the US Master Purchaser on each Business Day
    in respect of Defaulted Receivables;                                                                                                                                                                            

Page 34

---



Back to Contents

Due Datemeans, in respect of any Receivable, the date on which such Receivable is expressed to be payable in the relevant Invoice for that Receivable or, if different, the date on which the Master Servicer (acting as a prudent servicer) anticipates such Receivable will be paid in the light of any variation of the terms of the Contract from which such Receivable is derived or any custom or practice pertaining to Receivables of a type similar in nature to such Receivable;

Early European Amortisation Event means (i) the occurrence of a Buhrmann Termination Event; or (ii) the occurrence and continuation of any other European Stop Funding Event for more than 35 days;

Early US Amortisation Event means (i) the occurrence of a Buhrmann Termination Event; or (ii) the occurrence and continuation of any US Stop Funding Event for more than 35 days;

Effective Datemeans the US Closing Date;

Eligibility Criteriameans the US Eligibility Criteria and/or the European Eligibility Criteria, as the context may require;

Eligible Bankmeans
a bank the short-term, unsecured, unguaranteed and unsubordinated debt obligations
of which are rated at least A-1+ or P-1 (or its equivalent)
by the Rating Agencies;

Eligible Currency means US Dollars;

Eligible Investmentsmeans
any of demand or time deposits, certificates of deposit and other short-term
unsecured debt obligations issued by an entity the unsecured, unguaranteed and
otherwise unsupported short-term obligations of which are rated at least A-1+ by Standard & Poors and P-1 by Moodys)
provided that in all cases such investments have a maturity date falling no later
than the next following date on which a payment is required to be made with the
monies invested therein and that amounts due can be paid without reduction or
withholding on account of Tax;

Eligible Obligor Countrymeans Canada, the United States or such other countries as agreed from time to time;

Eligible Originator Countrymeans the United States and such other
country or countries as may from time to time be agreed between the Master Purchasers,
the Buhrmann Note

Purchasers, Security Agent and Silver Security Agent and that satisfies the Rating
Condition;

Page 35

---



Back to Contents

Eligible US Collection Account L/C Providermeans
a bank or other financial institution the unsecured, unguaranteed and otherwise
unsupported short-term obligations of which are rated at least “P-1” by
Moodys and at least “A-1+” by
Standard and Poors;

Eligible US Collection Account Letter of Creditmeans a letter of credit issued by an Eligible US Collection Account L/C Provider payable to the Security Agent, as agent for the US Master Purchaser Secured Parties, as beneficiary thereof, in form and substance satisfactory to the Rating Agencies;

Eligible US Receivablemeans, at any time, a US Receivable that satisfies the US Eligibility Criteria;

Encumbranceincludes any mortgage, charge (whether legal or equitable), pledge, lien, hypothecation or other encumbrance or other security interest securing any obligation of any person or any other type of agreement, trust or arrangement (including, without limitation, title transfer and retention arrangements) having a similar effect but, for the avoidance of doubt shall not include (a) a right of counterclaim or (b) a right of set-off arising by contract or operation of law not constituting a mortgage, charge or other encumbrance under applicable law;

Erasmusmeans Erasmus Capital Corporation, a corporation incorporated in Delaware having its registered office at c/o Global Securitization Services, LLC, 114 West 47thStreet, Suite 1715, New York, New York 10036, U.S.A.;

Erasmus Advancemeans an advance made under the Erasmus Liquidity Facility Agreement (provided such advance does not exceed the Erasmus Borrowing Base);

Erasmus Applicable Margin means the margin as set out, in addition to other relevant fees, and described as such in the Buhrmann Programme Fee Letter payable on amounts drawn under the Erasmus Liquidity Facility Agreement, to be agreed from time to time;

Erasmus Available Liquidity Commitmentmeans, in relation to a Liquidity Bank and any proposed Erasmus Advance, its Erasmus Liquidity Commitment less the amount of all outstanding Erasmus Advances made by such Liquidity Bank falling due for repayment after the Erasmus Liquidity Drawdown Date for such proposed Erasmus Advance;

Erasmus Available Liquidity Facility means, on an Erasmus Liquidity
Drawdown Date, the amount of the Total Liquidity Commitments at such time less
the sum of (a) the aggregate of the Erasmus Advances required to be made by the
Liquidity Banks under the Erasmus Liquidity Facility Agreement on such Erasmus
Liquidity Drawdown Date and (b) the aggregate of the outstanding Erasmus Advances
made by the Liquidity Banks under the Erasmus Liquidity Facility Agreement and
which are due for repayment after

the such Erasmus Liquidity Drawdown Date Provided Always that such amount
shall not exceed the Erasmus Borrowing Base.

Page 36

---



Back to Contents

Erasmus Borrowing Base means, on any Business Day, an amount equal to the lesser of:

|(A) | the value of the
        Erasmus CP Notes then outstanding as at such Business Day (including
    amounts of both principal and interest accrued or to be accrued); and                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                         
|(B) | an amount representing
        Erasmus pro rata share (based on the proportion of the Face Value
        of the Buhrmann US Notes which the Silver Note Issuer holds as at such
        Business Day)
of the following:
|    |                                                                                                                                                                                                                         
|    | (i)                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                         
|    | (ii)                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                         
|    | (iii)                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                         
|    | (iv)                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                         
|    | (v)                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                         
|    | (vi)                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                         
|    | (vii)                                                                                                                                                                                                                   

Page 37

---



Back to Contents

Erasmus CP Note means the commercial paper issued by Erasmus. For the avoidance of doubt, (i) the definition of Erasmus CP Note shall be limited to the commercial paper issued by Erasmus in relation to the US Securitisation Facility alone and shall not be construed or interpreted as meaning any other commercial paper issued by Erasmus other than in relation to the US Securitisation Facility pursuant to the Erasmus Programme; and (ii) the proceeds from the Erasmus CP Notes shall not exceed US$50,000,000 as amended from time to time subject to satisfaction of Rating Conditions;

Erasmus CP Note Proceeds means an amount equal to the lesser of (i) the US Dollar Securitisation CP Limit and (ii) the Subscription Price of the Buhrmann US Notes held by the Silver Note Issuer less the Silver Capital Contribution. For the avoidance of doubt, the Erasmus CP Note Proceeds are the proceeds of the issuance of commercial paper issued by Erasmus pursuant to or in connection with the Transaction Documents;

Erasmus Documentsmeans the Erasmus Liquidity Facility Agreement, the Buhrmann Programme Fee Letter, the Silver LLC Agreement, the Silver Transaction Documents, this Agreement, and any other agreement, document or deed from time to time entered into or executed and delivered by Erasmus with any of the parties hereto or thereto pursuant to the terms hereof or thereof;

Erasmus Event of Default means any of those events specified in Clause 14.1 of the Erasmus Liquidity Facility Agreement;

Erasmus Funding Agreementmeans any agreement to which a Silver Note Purchaser is a party pursuant to which a Silver Note Purchaser acquires or may acquire funds for the purposes of financing the purchase of Buhrmann US Notes under the US Master Purchaser Funding Agreement and includes, on the date hereof, the Erasmus Liquidity Facility Agreement and the Silver Note Purchase Agreement, each as amended, supplemented, novated or superseded from time to time;

Erasmus Liquidity Commitmentmeans
in relation to a Liquidity Bank, subject to any cancellation of such Liquidity
Banks commitment as may be made pursuant to the Erasmus Liquidity Facility
Agreement, the amount set opposite its name in Schedule 1 thereof;

Erasmus Liquidity Drawdown Datemeans in relation to any Erasmus Advance under the Erasmus Liquidity Facility Agreement the date for the making thereof, as specified in the Erasmus Notice of Drawdown relating thereto;

Erasmus Liquidity Facilitymeans the U.S. dollar denominated liquidity facility provided to Erasmus by the Liquidity Banks pursuant to the Erasmus Liquidity Facility Agreement;

Page 38

---



Back to Contents

Erasmus Liquidity Facility Agreementmeans the liquidity facility agreement dated the date hereof (as amended and restated from time to time with the consent of the parties to it) between Erasmus, the Liquidity Agent and the Liquidity Banks and any extension or renewal thereof in accordance with Clause 2 of the Erasmus Liquidity Facility Agreement;

Erasmus Liquidity Facility Limitmeans an initial amount at the date hereof of US$51,000,000 or such other amount as may be agreed from time to time between Rabobank International and Erasmus Capital Corporation;

Erasmus Notice of Drawdownmeans a request for an Erasmus Advance pursuant to the Erasmus Liquidity Facility Agreement;

Erasmus Principal Proportion on any date is a fraction (expressed as a percentage) calculated as (i) Y divided by (ii) (X+Y),

Where:

|X | is the subscription price of the relevant Buhrmann Notes held by or on behalf of the MTN Issuer on such date; and    
|- | ---------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                      
|Y | is the subscription price of the relevant Buhrmann Notes held by or on behalf of the Silver Note Issuer on such date;

Erasmus Programmemeans the commercial paper programme established by Erasmus in March 2000;

Erasmus Transfer Certificatemeans the transfer certificate substantially in the form set out in Schedule 5 to the Erasmus Liquidity Facility Agreement;

Erasmus Transfer Date means the transfer date specified in the schedule to the Erasmus Transfer Certificate;

ERISAmeans the US Employee Retirement Income Security Act of 1974, as amended from time to time;

ERISA Affiliatemeans any trade or business (whether or not incorporated) that, together with a US Originator is treated as a single employer under Section 414(b) or (c) of the Code or, solely for the purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code;

Page 39

---



Back to Contents

ERISA Eventmeans:

|(a) | a Reportable Event with respect
    to a Plan,                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(b) | the
       existence with respect to any Plan of an accumulated funding deficiency (as
       defined in Section 412 of the Code or Section 302 of ERISA), whether or
    not waived,                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(c) | the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan,                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(d) | the incurrence by a US Originator or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan,                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(e) | the receipt by a US Originator or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan,                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(f) | the incurrence by a US Originator or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan, or                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(g) | the receipt by a US Originator or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from a US Originator or the US Master Purchaser, as the case may be, or any of its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganisation, within the meaning of Title IV of ERISA;

Estimated Funding Costsmeans the
    sum of all amounts estimated by the Cash Manager based on information provided
    to it by the Master Servicer, the Silver Cash Administrator and Rabobank
    International as being the expected costs of the US Master Purchaser, Erasmus,
    the Silver Note Issuer, the Silver Note Purchaser, the Silver Security Agent,
    the Silver Account Bank and each Buhrmann Note Purchaser, calculated on an
annualised basis, including, but not limited to the sum of:

|(a) | the discount payable on the
        Erasmus CP Notes (if applicable) (expressed as the difference between
        the face amount and the issue price thereof);                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                             
|(b) | the market costs of entering
        into and/or terminating any spot and forward foreign exchange transactions
        in respect of the Erasmus CP Notes or the MTNs (if applicable);                                     
|    |                                                                                                                                                                                                                             
|(c) | the dealer fees and commitment
        fees incurred in respect of the issuance of the Erasmus CP Notes (if
        applicable);                                                                                            
|    |                                                                                                                                                                                                                             
|(d) | the amounts payable pursuant
        to paragraphs (a) to (l) inclusive of the MTN Pre-Enforcement Interest
        Priority of Payments other than interest payable in respect of Fixed
        Rate Notes (if applicable);



Page 40

---



Back to Contents

|(e) | the interest payable in respect of Fixed Rate Notes (if applicable);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(f) | the dealer fees incurred in respect of the MTNs (if applicable);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(g) | any amount required to be paid to the Liquidity Banks (if applicable);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(h) | any amount required to be paid to the MTN Issuer Liquidity Facility Provider (if applicable);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(i) | the fees, costs and expenses and indemnity amounts, payable to the Buhrmann Note Purchasers, the Master Purchasers, the Master Servicer, the Cash Manager, the Security Agent, the Liquidity Agent, the Master Purchaser Account Banks, the Silver Security Agent, the Silver Note Issuer, the Silver Account Bank, the Silver Cash Administrator, the MTN Issuer Liquidity Facility Provider, the Liquidation Servicer, the MTN Trustee, the MTN Security Trustee, the MTN Paying Agents, the MTN Issuer Account Bank and the MTN Issuer Corporate Administrator pursuant to the Transaction Documents;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(j) | any increased costs incurred by, or withholding on any amounts due to, any of the Silver Note Issuer, the Silver Note Purchaser, the Buhrmann Note Purchasers and the Master Purchasers; and                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(k) | the Buhrmann Programme Fees; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(l) | to the extent not covered above, the Silver Estimated Funding Costs;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

EURIBORmeans
the euro-zone inter bank offered rate;

Euro,eurosor€means
      the currency introduced at the commencement of the third stage of the European
      Economic and Monetary Union on 1 January 1999 pursuant to the Treaty establishing
the European Communities as amended by the Treaty on European Union;

Euroclearmeans
Euroclear Bank S.A./N.V. as operator of the Euroclear System;

SSCmeans
Buhrmann SSC (Europe) N.V.;

European
          Asset Liability Testwill
be satisfied if:

A C
is equal to or greater than B

|where:
|------
|      
|A     

Page 41

---



Back to Contents

|B | is the sum of the Discounted
        Value of Buhrmann European Notes then outstanding at the end of such
        Business Day; and
|- | -----------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                    
|C | is the Required Reserve Amount
        excluding Rebate Dilutions Reserve andDiscount
        Dilutions Reserve;                   

European
          Closing Datemeans
27 September 2000;

European
          Master Purchasermeans
  Silver Securitisation B.V.;

European Master Purchaser Account Bankmeans Deutsche Bank AG, Amsterdam Branch;

EuropeanMaster Purchaser Accountsmeans the European Master Purchaser Transaction Accounts and the European Master Purchaser MTN Principal Reserve Accounts;

European Master Purchaser Available Fundsmeans with respect to any Business Day:

|(a) | all moneys standing to the credit of each European Master Purchaser Transaction Account, as at the opening of business on that Business Day; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | the proceeds of any Buhrmann European Notes issued on that Business Day or issued on any preceding Business Day and not fully utilised provided that European Master Purchaser Available Funds shall not include (i) amounts equal to 5 per cent. of the fees paid or due and payable to Deutsche International Trust Company N.V. under the European Master Purchaser Corporate Administration Agreement; and (ii) amounts due and owing by the European Master Purchaser to meet its liabilities to any taxation authority in respect of any tax (other than Netherlands corporate income tax in relation to the amount referred to in (i) above);

EuropeanMaster Purchaser Charged Propertymeans the whole of the right, title, benefit and interest of the European Master Purchaser in the property, assets and rights of the European Master Purchaser described in Clause 3 of the European Master Purchaser Deed of Charge and all other property, assets and rights whatsoever of the European Master Purchaser and wheresoever situated, present and future, including without limitation any uncalled share capital of the European Master Purchaser (but excluding always the sum of euro 1 retained by the European Master Purchaser);

EuropeanMaster Purchaser Deed of Chargemeans the guarantee and deed of charge dated 18 July 2002 (as amended and restated from time to time) between the European Master Purchaser, the Buhrmann Note Purchasers, the Cash Manager, the Master Servicer, the European Master Purchaser Account Bank, the Liquidation Servicer and the Security Agent;

Page 42

---



Back to Contents

EuropeanMaster Purchaser Enforcement Noticemeans in respect of the Buhrmann European Notes, a notice served by the Security Agent on the European Master Purchaser pursuant to Buhrmann European Note Condition 10;

EuropeanMaster Purchaser Euro MTN Principal Reserve Accountmeans the account of the European Master Purchaser (account number 265462819 0000 EUR 001) with the European Master Purchaser Account Bank;

EuropeanMaster Purchaser Euro Transaction Accountmeans the account of the European Master Purchaser (account no. 265462819 0000 EUR 000) with Deutsche Bank AG, Amsterdam;

EuropeanMaster Purchaser Event of Defaultmeans the European Master Purchaser Senior Note Event of Default;

European Master Purchaser Funding Deedmeans the deed dated 18 July 2002 (as amended and restated from time to time), relating to the issue by the European Master Purchaser of Buhrmann European Notes from time to time between the European Master Purchaser, the MTN Issuer, the Master Servicer, the Security Agent and the Parent;

European Master Purchaser Guaranteed Obligationshas the meaning specified in Clause 2.1 of the US Master Purchaser Guarantee and Security Agreement;

European Master Purchaser Indemnitiesmeans, without double counting, all amounts due and payable by the European Master Purchaser from time to time under Clause 11.10 of the Cash Management Agreement and any other indemnity or similar payments due and payable by the European Master Purchaser under the Transaction Documents;

European Master Purchaser MTN Principal Reserve Accountsmeans the European Master Purchaser Euro MTN Principal Reserve Account and the European Master Purchaser Sterling MTN Principal Reserve Account;

European Master Purchaser MTN Principal Reserve Amountmeans with respect to any Accumulation Period and with respect to any MTN that is specified in the applicable Supplement to be redeemable on the related MTN Expected Maturity Date, an amount equal to (a) a third of the nominal amount of any such MTN that is denominated in euros or (b) a third of the nominal amount of any such MTN that is denominated in Sterling;

European Master Purchaser Post-Enforcement Priority of Paymentsmeans the order of priorities of payments set out in Clause 8.3 of the European Master Purchaser Deed of Charge;

European Master Purchaser Power of Attorneymeans the power of attorney granted by the European Master Purchaser to the Security Agent substantially in the form set out in Schedule 1 of the European Master Purchaser Deed of Charge;

Page 43

---



Back to Contents

European Master Purchaser Pre-Enforcement Priority of Paymentsmeans the order of priorities of payments set out in Clause 7.3 of the European Master Purchaser Deed of Charge;

European Master Purchaser Priority of Paymentsmeans the European Master Purchaser Pre-Enforcement Priority of Payments and/or the European Master Purchaser Post-Enforcement Priority of Payments, as the context requires;

European Master Purchaser Reserve Accountsmeans the European Master Purchaser MTN Principal Reserve Accounts;

European Master Purchaser Secured Creditorsmeans each of:

|(a) | the Security Agent;                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                            
|(b) | the Cash Manager (in its capacity as cash manager for the European Master Purchaser);                                                                                      
|    |                                                                                                                                                                            
|(c) | the Buhrmann European Noteholders;                                                                                                                                         
|    |                                                                                                                                                                            
|(d) | each Buhrmann European Note Purchaser;                                                                                                                                     
|    |                                                                                                                                                                            
|(e) | with respect to the obligations of the European Master Purchaser under Clause 2.2 of the European Master Purchaser Deed of Charge, the US Master Purchaser Secured Parties;
|    |                                                                                                                                                                            
|(f) | the Liquidation Servicer; and                                                                                                                                              
|    |                                                                                                                                                                            
|(g) | such other persons who may from time to time be acceded as a beneficiary of the European Master Purchaser Deed of Charge;                                                  

European Master Purchaser Secured Obligationsmeans the aggregate of all moneys and other liabilities for the time being due or owing by the European Master Purchaser:

|(a) | to the Security Agent, the Liquidation Servicer, any Receiver, any Manager, the US Master Purchaser Secured Parties and the Buhrmann European Noteholders under or pursuant to the European Master Purchaser Deed of Charge and the Buhrmann European Notes;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                             
|(b) | to the Cash Manager (in its capacity as cash manager for the European Master Purchaser) under the Cash Management Agreement and the European Master Purchaser Deed of Charge; and                                                                           
|    |                                                                                                                                                                                                                                                             
|(c) | to any Buhrmann European Note Purchaser under the European Master Purchaser Funding Deed and the European Master Purchaser Deed of Charge;                                                                                                                  

Page 44

---



Back to Contents

European Master Purchaser Senior Expensesmeans the amounts set out in paragraphs (a) to (d) in the European Master Purchaser Pre-Enforcement Priority of Payments;

European Master Purchaser Senior Note Event of Defaultmeans the occurrence of any of the events set out in Buhrmann European Note Condition 10;

EuropeanMaster Purchaser Sterling MTN Principal Reserve Accountmeans the account of the European Master Purchaser (account number 265462819 0000 GBP 001) with the European Master Purchaser Account Bank;

European Master Purchaser Sterling Transaction Accountmeans the account of the European Master Purchaser (account no. 265461928 0000 GBP 000) in the name of the European Master Purchaser maintained with Deutsche Bank AG, Amsterdam;

European Master Purchaser Transaction Accountsmeans the European Master Purchaser Sterling Transaction Account and the European Master Purchaser Euro Transaction Account;

European Receivables Warehouse Companymeans Buhrmann Silver S.A.;

European Receivables Warehouse Company Account Bankmeans Deutsche Bank AG, Amsterdam and any other successor bank appointed in accordance with the Cash Management Agreement;

European Receivables Warehouse Company Available Fundsmeans with respect to any Business Day, (but without double counting):

|(a) | all moneys standing to the credit of the relevant European Receivables Warehouse Company Transaction Account, as at the opening of business on that Business Day representing the Initial Purchase Price and Deferred Purchase Price received by the European Receivables Warehouse Company from the European Master Purchaser;
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                
|(b) | interest on all moneys standing to the credit of the relevant European Receivables Warehouse Company Transaction Account; and                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                
|(c) | interest and other amounts accrued on all Eligible Investments purchased with moneys standing to the credit of the relevant European Receivables Warehouse Company Transaction Account;                                                                                                                                        

Page 45

---



Back to Contents

European
  Receivables Warehouse Company Charged Propertymeans
  the whole of the right, title, benefit and interest of the European Receivables
  Warehouse Company in the property, assets and rights of the European Receivables
  Warehouse Company described in Clause 3 of the European Receivables Warehouse
  Company Deed of Charge and all other property, assets and rights whatsoever
  of the European Receivables Warehouse Company and wheresoever situated, present
  and future, including without limitation anyuncalled share capital of the European Receivables Warehouse Company (but excluding always the sum of 1 euro retained by the European Receivables Warehouse Company);

European Receivables Warehouse Company Corporate Administration Agreementmeans the agreement dated 1 October 2000, as amended and restated on or about the MTN Closing Date, between the European Receivables Warehouse Company and SSC;

European Receivables Warehouse CompanyDeed of Chargemeans the guarantee and deed of charge dated 27 September 2000, as amended and restated on 28 September 2001 and 18 July 2002, between the European Receivables Warehouse Company, the European Master Purchaser, the Cash Manager, the Master Servicer, the European Receivables Warehouse Company Account Bank, the Liquidation Servicer and the Security Agent;

European Receivables Warehouse CompanyEnforcement Noticemeans a notice served by the Security Agent on the European Master Purchaser in accordance with the European Receivables Warehouse Company Deed of Charge;

European Receivables Warehouse CompanyEuro Transaction Accountmeans the account of the European Receivables Warehouse Company (account no. 26.5439.841 0000 EUR 000) with Deutsche Bank AG, Amsterdam;

European Receivables Warehouse CompanyIndemnitiesmeans, without double counting, all amounts due and payable by the European Receivables Warehouse Company from time to time under Clause 11.10 of the Cash Management Agreement and any other indemnity or similar payments due and payable by the European Receivables Warehouse Company under the Transaction Documents;

European Receivables Warehouse Company Profitmeans such amount as shall be determined by the European Master Purchaser, the Cash Manager and the MTN Security Trustee prior to the MTN Closing Date;

European Receivables Warehouse Company Secured Creditorsmeans each of:

|(a) | the Security Agent;                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                       
|(b) | the Cash Manager (in its capacity as cash manager for the European Receivables Warehouse Company);                                    
|    |                                                                                                                                       
|(c) | the European Master Purchaser;                                                                                                        
|    |                                                                                                                                       
|(d) | the Liquidation Servicer; and                                                                                                         
|    |                                                                                                                                       
|(e) | such other persons who may from time to time be acceded as a beneficiary of the European Receivables Warehouse Company Deed of Charge;

Page 46

---



Back to Contents

European Receivables Warehouse Company Secured Obligationsmeans the aggregate of all moneys and other liabilities for the time being due or owing by the European Receivables Warehouse Company:

|(a) | to the Security Agent, the Liquidation Servicer, any Receiver, any Manager and the European Master Purchaser under or pursuant to the European Receivables Warehouse Company Deed of Charge;               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                            
|(b) | to the Cash Manager (in its capacity as cash manager for the European Receivables Warehouse Company) under the Cash Management Agreement and the European Receivables Warehouse Company Deed of Charge; and
|    |                                                                                                                                                                                                            
|(c) | the European Master Purchaser under any Onward European Master Receivables Purchase Agreement and the European Receivables Warehouse Company Deed of Charge;                                               

European Receivables Warehouse CompanySterling Transaction Accountmeans the account of the European Receivables Warehouse Company (account no. 26.5439.841 0000 GBP 001) in the name of the European Receivables Warehouse Company maintained with Deutsche Bank AG, Amsterdam;

European Receivables Warehouse CompanyTransaction Accountsmeans the European Receivables Warehouse Company Sterling Transaction Account and the European Receivables Warehouse Company Euro Transaction Account;

European Registrarmeans, in respect of the Buhrmann European Notes, the European Master Purchaser or any successor thereto appointed in accordance with Clause 19 of the Servicing Agreement and in accordance with the Buhrmann European Note Conditions;

European Securitisation Availability Periodmeans the European Securitisation CP Availability Period and/or, the European Securitisation MTN Availability Period, as the context requires;

European Securitisation CP Availability Periodmeans the period from and including the MTN Closing Date to, but excluding, the earlier of (i) the Liquidity Termination Date, (ii) the occurrence of an Early European Amortisation Event with respect to both euros and Sterling, (iii) the occurrence of a European Master Purchaser Event of Default (which, if capable of remedy, remains unremedied) and (iv) the occurrence of a Buhrmann Termination Event;

European Securitisation Facilitymeans the committed note issuance facility granted to the European Master Purchaser to enable the European Master Purchaser to raise funds by issuing Buhrmann European Notes to one or more Buhrmann European Note Purchasers;

Page 47

---



Back to Contents

European Securitisation MTN Availability Periodmeans the period from and including the MTN Closing Date to, but excluding, the earlier of (i) the occurrence of an Early European Amortisation Event with respect to both euros and Sterling, (ii) the occurrence of a European Master Purchaser Event of Default (which, if capable of remedy, remains unremedied); and (iii) the occurrence of a Buhrmann Termination Event;

European Stop Funding Eventmeans the occurrence of any of the following on any Business Day:

|(a) | the European Master Purchaser has insufficient availability under the European Securitisation Facility to pay the Initial Purchase Price in respect of any European Receivable;                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                  
|(b) | a Buhrmann Termination Event has occurred;                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                  
|(c) | to the extent it does not constitute a Buhrmann Termination Event, the Security Agent certifies that any change in any relevant applicable law or regulation has impaired the ability of the Security Agent to enforce its rights under, or to perfect any material part of the security created by the European Master Purchaser Deed of Charge;
|    |                                                                                                                                                                                                                                                                                                                                                  
|(d) | to the extent it does not constitute
       a Buhrmann Termination Event, the Master Servicers Daily Report
       in respect of the immediately preceding Business Day has not been received
    by the Cash Manager on that Business Day; or                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                  
|(e) | after giving effect to the issue of the Buhrmann European Notes to be issued on such Business Day and the application by the European Master Purchaser of the proceeds thereof, the European Asset Liability Test would not be satisfied;                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                  
|(f) | on the immediately preceding Monthly Determination Date the undrawn portion of the MTN Issuer Liquidity Facility Limit is less than the product of: (x)3.5 divided by 12; and (y) the Estimated Funding Costs of the MTN Issuer on that Monthly Determination Date;                                                                              

European Termination Datemeans the last day of the European Securitisation Availability Period;

Excess Concentrationmeans at any time in the case of US Dollars, the sum of:

| | (i)  | the aggregate of the Excess Obligor
       Concentrations for all Obligors; provided that for the purpose of this
       paragraph, any Obligors which (x) an Originator can reasonably know to
       be affiliated with each other and (y) fall within the same level for the purpose of the definition of Maximum Obligor Limit shall
    be considered to be one Obligor;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                  
| | (ii) | the amount by which the Aggregate
       Face Amount of Securitised US Receivables contributed by any Originator
       exceeds the Maximum Originator Limit of such Originator multiplied by
       the Aggregate Face Amount of all Securitised US Receivables;                                                                                                                

Page 48

---



Back to Contents

| |  | (iii) | the amount by which the
          Aggregate Face Amount of all Securitised US Receivables comprising
          the Receivables in respect of which the Obligor is a nation or a government,
          a State or any other political subdivision thereof exceeds 5 per cent.
          multiplied by the Aggregate Face Amount of all Securitised US Receivables;
| |  | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                                                                                                                                  
| |  | (iv)  | the amount by which the Aggregate
        Face Amount of all Securitised US Receivables comprising Receivables
        in respect of any one Obligor that is a nation or a government, a State
        or any other political subdivision thereof exceeds 2 per cent. multiplied
        by the Aggregate Face Amount of all Securitised US Receivables; and     
| |  |       |                                                                                                                                                                                                                                                                                                                                                                  
| |  | (v)   | the amount by which the Aggregate
        Face Amount of all Securitised US Receivables comprising Receivables
        in respect of Cross-Billed Obligors exceeds 75 per cent. multiplied by
        the Aggregate Face Amount of all Securitised US Receivables;                                                                                               

Excess Obligor Concentrationmeans,
  in respect of each Obligor, the amount (if any) by which the Aggregate Face
      Amount of Securitised US Receivables of such Obligor exceeds the Maximum
      Obligor Limit
  of such Obligor (if any) multiplied by the Aggregate Face Amount of all Securitised
  US Receivables, provided that for the purpose of this definition, any Obligors
  which (x) an Originator can reasonably know to be affiliated with each other
  and (y) fall within the same level for the purpose of the definition of Maximum Obligor Limit shall
  be considered to be one Obligor;

Exchange Actmeans the United States Securities Exchange Act of 1934, as amended;

Exchange Datemeans the date on or after 40 days after the applicable MTN Issue Date;

Exchange Eventmeans:

|(a) | the MTN Trustee has given a MTN Enforcement Notice to the MTN Issuer;                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                   
|(b) | the MTN Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system satisfactory to the MTN Trustee is available; or
|    |                                                                                                                                                                                                                                                                                                                                                                                   
|(c) | the MTN Issuer has or will become subject to adverse tax consequences which would not be suffered were the MTNs in definitive form and a certificate to such effect from two directors of the MTN Issuer has been given to the MTN Trustee;                                                                                                                                       

Page 49

---



Back to Contents

Expected Defaultsmeans with respect to a Calculation Date the highest of the Average Default Ratios calculated on such Calculation Date and on any of the preceding 11 Calculation Dates;

Expected Dilutionsmeans with respect to a Calculation Date the highest of the Average Dilution Ratios calculated on such Calculation Date and on any of the preceding 11 Calculation Dates;

Expiry Date means the earlier of (i) the date on which the US Dollar Securitisation CP Limit is reduced to zero, or (ii) the termination of the transaction in accordance with the Silver Transaction Documents;

Extended Scheduled Termination Datemeans the date which is one year after the Scheduled Termination Date then in effect, extended in accordance with Section 3.4 of the LLC Agreement;

Extended Scheduled Termination Date Noticemeans the notice provided to the Members by the Managing Member, where the Managing Member is not the only Member, to extend the Scheduled Termination Date then in effect by an additional year;

Extraordinary Resolutionmeans:

|(a) | a resolution passed at a meeting of the MTN Noteholders, or as the context requires, a particular Class thereof, duly convened and held in accordance with the MTN Trust Deed by a majority consisting of not less than three-fourths of the persons voting thereat upon a show of hands or if a poll is duly demanded by a majority consisting of not less than three-fourths of the votes cast on such poll; or
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | a resolution in writing signed by or on behalf of all the MTN Noteholders, which resolution in writing may be contained in one document or in several documents in like form each signed by or on behalf of one or more of the MTN Noteholders;                                                                                                                                                                  

Face Amountmeans, in respect of a Receivable, the total amount outstanding in respect of such Receivable as shown in the most recent Invoices File delivered by the relevant Originator to the relevant Master Purchaser;

Face Valuemeans, as the context requires, in respect of a Buhrmann Note and/or Silver Note, the face value thereof as stated thereon;

Facilitymeans the Erasmus Liquidity Facility;

Facility Officemeans in relation to a Liquidity Bank, the office identified with its signature below or such other office as it may from time to time select;

Final European Securitisation Discharge Datemeans the date on which all amounts owing by the European Master Purchaser under the Buhrmann European Notes and the Transaction Documents have been paid or discharged in full;

Page 50

---



Back to Contents

Final US Securitisation Discharge Datemeans the date on which all amounts owing by the US Master Purchaser under the Buhrmann US Notes and the Transaction Documents have been paid or discharged in full;

Fixed Interest Periodmeans, in connection with the MTNs, the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date;

Fixed Rate Notemeans an MTN that will bear interest at a fixed rate payable in arrear on such date or dates as may be agreed between the MTN Issuer and the relevant MTN Dealer(s) and on redemption. Such fixed rate of interest will be calculated on the basis of such Day Count Fraction as may be agreed between the MTN Issuer and the relevant MTN Dealer(s);

Floating Rate Notemeans an MTN that will bear interest at a floating rate determined:

|(a) | on the same basis as the floating rate under a notional interest-rate swap transaction governed by an agreement incorporating the 2000 ISDA Definitions (as published by ISDA and as amended and updated as at the MTN Issue Date of the first Tranche of the MTNs of the relevant Series); or
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                               
|(b) | on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service; or                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                               
|(c) | on such other basis as may be agreed between the MTN Issuer and the relevant MTN Dealer(s),                                                                                                                                                                                                   

as indicated in the applicable Supplement. Interest on Floating Rate Notes in respect of each Interest Period, as selected prior to issue by the MTN Issuer and the relevant MTN Dealer(s), will be payable in arrear on such Interest Payment Dates specified in, or determined pursuant to, the applicable Supplement and will be calculated on the basis of such Day Count Fraction as may be agreed between the MTN Issuer and the relevant MTN Dealer(s) (as indicated in the applicable Supplement);

FSMAmeans the Financial Services and Markets Act 2000;

Further Securityhas the meaning specified in Clause 3.7 of the European Receivables Warehouse Company Deed of Charge and Clause 3.7 of the European Master Purchaser Deed of Charge, as the case may be;

GAAPmeans generally accepted accounting principles in the respective jurisdiction of the relevant entity which are in effect as of the date of the LLC Agreement;

German Securityhas the meaning specified in Clause 3.4 of the European Receivables Warehouse Company Deed of Charge and Clause 3.4 of the European Master Purchaser Deed of Charge, as the case may be;

Page 51

---



Back to Contents

Harrismeans Harris Trust and Savings Bank of 111 West Monroe Street, Chicago, Illinois, 60690;

Indemnified Personshas the meaning specified in Section 12.1 of the LLC Agreement;

Indemnified Lossmeans any liability, damages, cost (including, if applicable, cost of funds), loss (whether in contract or tort or otherwise) or expense (including legal fees) (but always excluding any consequential loss and any loss of profit) and any VAT thereon;

Independent Directormeans a natural person who is not at the time of initial appointment as a director or at any time while serving as a director or manager of the Silver Note Issuer and has not been at any time during the five (5) years preceding such initial appointment:

|(a) | a stockholder, director (with the exception of serving as an Independent Director of the Silver Note Issuer), officer, trustee, employee, partner, member (with the exception of serving as a Special Member of the Silver Note Issuer), attorney or counsel of Silver Note Issuer, the Member or any Affiliate of either of them;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                   
|(b) | a creditor, customer, supplier, or other person who derives any of its purchases or revenues from its activities with the Member, the Silver Note Issuer or any Affiliate of either of them;                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                   
|(c) | a Person Controlling or under common Control with any Person excluded from serving as Independent Director under (a) or (b); or                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                   
|(d) | a member of the immediate family by blood or marriage of any Person excluded from serving as Independent Director under (a) or (b).                                                                                                                                                                                               

A natural person who satisfies the foregoing definition other than subparagraph (b) shall not be disqualified from serving as an Independent Director of the Silver Note Issuer if such individual is an Independent Director provided by a nationally recognized company that provides professional independent directors (aProfessional Independent Director)
and other corporate services in the ordinary course of its business. A natural
person who otherwise satisfies the foregoing definition other than subparagraph
(a) by reason of being the independent director of a special purpose entity affiliated with the Silver Note Issuer shall not be disqualified from serving as an Independent Director of the Silver Note Issuer if such individual is either (i) a Professional Independent Director or (ii) the fees that such individual earns from serving as independent director of affiliates of the Silver Note Issuer constitute in the aggregate less than five percent (5%) of such individuals
annual income. Notwithstanding the immediately preceding sentence, an Independent
Director may not simultaneously serve as Independent Director of the Silver Note
Issuer and independent director of a special purpose entity that owns a direct
or indirect equity interest in the Silver Note Issuer or a direct or indirect
interest in any co-borrower with the Silver Note Issuer.

Page 52

---



Back to Contents

For purposes of this definition,
a special purpose entity is an entity, whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entitys
separateness that are substantially similar to the Special Purpose Provisions
of the Silver LLC Agreement;

Independent Managermeans, in connection with the US Master Purchaser, Kevin P. Burns, or any suitably qualified successor;

Initial Capital Contribution Amountmeans US$100 as contributed by the Silver Parent to the Silver Note Issuer on or about the date hereof;

Initial Purchase Pricemeans, in respect of each Receivable:

A x (1-B)

where:

|A | is the Purchase
    Price of such Receivable; and                                                                                          
|- | -------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                            
|B | is the Reserve
        Percentage as at the Calculation Date immediately preceding the Contribution
    Date in respect of such Receivable;

Initial US Originatormeans each of Corporate Express and Corporate Express of Texas;

Initial US Sub-Servicermeans each of Corporate Express and Corporate Express of Texas;

Insolvency Proceedingmeans, in connection with the European Master Purchaser, any proceeding that occurs where the European Master Purchaser or any other guarantor or obligor of any of the European Master Purchaser Guaranteed Obligations:

|(a) | becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due,                                                                                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                         
|(b) | makes a general assignment, arrangement or composition with or for the benefit of its creditors,                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                         
|(c) | institutes
       or has instituted against it a proceeding seeking a judgement of insolvency
       or bankruptcy or any other relief under any bankruptcy or insolvency law
       or other similar law affecting creditors rights, or a petition is
    presented for its winding-up or liquidation,
|    |                                                                                                                                                                                                                                                                                                         
|(d) | seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all of its assets,                                                                                      

Page 53

---



Back to Contents

|(e) | has a secured party take possession of all or substantially all of its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets or,
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                               
|(f) | causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in Clauses (a) to (e) above;                                                

Instructing Groupmeans a group of Liquidity Banks the aggregate of whose Erasmus Liquidity Commitments exceeds 50 per cent. of the sum of the Total Liquidity Commitments of the Liquidity Banks (or, if the Total Liquidity Commitments, of the Liquidity Banks have been reduced to zero, exceeded that percentage of the sum of the Total Liquidity Commitments of the Liquidity Banks immediately prior to the reduction thereof to zero);

Interbank Ratemeans, in relation to any Erasmus Advance or unpaid sum, the rate determined by the Liquidity Agent to be the arithmetic mean (rounded up, if necessary, to the nearest whole multiple of one hundred thousandth of one per cent. per annum) of the offered quotations in US dollars, and for the required period which appear on the Telerate Screen page 3750 for US dollars (or such other page(s) as may replace such page, for the purpose of displaying interest rates comparable thereto) as at 11.00 a.m. (London time for US dollars) on the Quotation Date for such period provided that if no such display rate is then available, the arithmetic mean (rounded up, if necessary, to the nearest whole multiple of one hundred thousandth of one per cent. per annum) of the respective rates notified to the Liquidity Agent by each of the Reference Banks as the rate at which it offers deposits in US dollars and for the required period by prime banks in the London interbank market for US dollars at or about 11.00 a.m. (London time for US dollars) on the Quotation Date for such period and, for the purpose of this definition,required periodmeans the Term of such Erasmus Advance or the period in respect of which the Interbank Rate falls to be determined in relation to such unpaid sum;

Interestmeans, with respect to any US Originator, the interest of such US Originator in the US Master Purchaser, as determined in accordance with the LLC Agreement and the US Contribution Agreement;

Interest Amountmeans, with respect to the MTNs, the amount of interest payable on the Floating Rate Notes and/or the Fixed Rate Notes, as the case may be, in respect of each Specified Denomination for the relevant Interest Period. Each Interest Amount shall be calculated by applying the Rate of Interest to each Specified Denomination, multiplying such sum by the applicable Day Count Fraction and rounding the resultant figure to the nearest sub-unit, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention;

Interest Commencement Datemeans, with respect to a Series of MTNs, the date specified in the applicable Supplement;

Page 54

---



Back to Contents

Interest Determination Datemeans, with respect to a Series of Floating Rate Notes, the date specified in the applicable Supplement;

Interest Payment Datemeans, with respect to the MTNs and in relation to any Floating Rate Note either:

|(a) | the date which falls the number of months or other period specified as theSpecified Periodin the applicable Supplement after the preceding Interest Payment Date or the Interest Commencement Date (in the case of the first Interest Payment Date); or
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                        
|(b) | such date or dates as are indicated in the applicable Supplement;                                                                                                                                                                                      

Interest Periodhas the meaning specified in the applicable Supplement;

Invoicemeans the notice for payment sent by an Originator to an Obligor specifying the goods and/or services delivered, the amount due to be paid in respect thereof by the Obligor and the due date for such payment;

Invoices Filemeans the data file produced by or on behalf of each Originator in the form set out in Schedule 2 to the Servicing Agreement;

IPP Collectionsmeans, on any Collection Date:



where:

|A | is the amount
        standing to the credit of the IPP Ledger as at opening of business on
    such Collection Date;                                                                                                                                   
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                         
|B | is the aggregate
        of the Face Amounts of all Securitised US Receivables which are not Defaulted
    Receivables as at opening of business on such Collection Date; and                                                                           
|  |                                                                                                                                                                                                                                                         
|C | is the aggregate
        of all amounts received by the European Receivables Warehouse Company
        or the relevant Master Purchaser into a Collection Account in relation
        to Securitised
US Receivables which are not Defaulted Receivables;

IPP Ledgermeans the ledger maintained by the Master Servicer which will:

|(a) | be adjusted as
        appropriate with all amounts received for the account of the European
        Receivables Warehouse Company, the European Master Purchaser or the US
        Master Purchaser, as the case may be, on each Business Day into a Collection
        Account in respect of Securitised US Receivables which represent IPP
    Collections; and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                   

Page 55

---



Back to Contents

|(b) | be adjusted as
        appropriate with all amounts which have been applied on each Business
        Day (i) in redeeming Buhrmann European Notes and Buhrmann US Notes, as
        the case may be, (ii) in purchasing European Receivables, or (iii) in
        the case of US Receivables, in increasing the Interest of a US Originator
    as a result of its contribution of US Receivables;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Issue Pricemeans, with respect to a Series of MTNs, the date specified in the applicable Supplement;

ISDAmeans the International Swaps and Derivatives Association Inc.;

ISDA Definitionsmeans the 2000 ISDA definitions, which includes references to the annex to the 2000 ISDA definitions, as published by ISDA;

ISDA Ratemeans, for an Interest Period, a rate equal to the Floating Rate that would be determined by the MTN Agent under an interest rate swap transaction if the MTN Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2000 ISDA Definitions as amended and updated as at the MTN Issue Date of the first Tranche of the MTNs, published by ISDA and under which:

|(a) | the Floating Rate Option is as specified in the applicable Supplement;                                                                                                                                                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                       
|(b) | the Designated Maturity is a period specified in the applicable Supplement; and                                                                                                                                       
|    |                                                                                                                                                                                                                       
|(c) | the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on LIBOR or EURIBOR, the first day of that Interest Period or (ii) in any other case, as specified in the applicable Supplement.

For the purposes of this
definition Floating Rate, Calculation Agent, Floating Rate Option, Designated Maturity and Reset Date have
the meanings given to those terms in the ISDA Definitions;

Ledger Accountsmeans the Receivables Ledger, the Discount Ledger, the IPP Ledger, the DPP Ledger, the Reserve Ledger, the Loss Ledger and the Credit Note Ledger;

Letter of Creditmeans each letter of credit, excluding the US Letter of Credit, issued from time to time by an Eligible Bank in favour of the Security Agent in relation to the Buhrmann Securitisation Programme, provided that the Rating Condition is satisfied in relation to the execution of such letter of credit;

Liabilitymeans any loss, damage, cost, charge, claim, demand, expense, judgment, action, proceeding or other liability whatsoever (including, without limitation in respect of taxes, duties, levies, imposts and other charges) and including any Value Added Tax or similar tax charged or chargeable in respect thereof and legal fees and expenses on a full indemnity basis;

LIBORmeans the London inter bank offered rate;

Page 56

---



Back to Contents

Limited Liability Company Interest Certificatemeans, in connection with the LLC Agreement, the certificate which records the Interests of the Members, substantially in the form of Schedule 2 to the LLC Agreement;

Linked Credit Notesmeans a Credit Note that is linked by an Originator to a particular Receivable;

Liquidation Servicermeans PricewaterhouseCoopers and any other servicer (other than a member of the Buhrmann Group) appointed to perform the duties of the Liquidation Servicer under the Servicing Agreement;

Liquidation Servicer Annual Feemeans the annual fee of the Liquidation Servicer due pursuant to Clause 23.2(a) of the Servicing Agreement;

Liquidation Servicer Collections Feemeans, following the occurrence of a Buhrmann Termination Event the fee due to the Liquidation Servicer pursuant to Clause 23.2(b) of the Servicing Agreement;

Liquidation Servicer Reserve Percentagemeans one per cent.;

Liquidatormeans, with respect to the US Master Purchaser, the Managing Member acting as liquidating trustee or, if the Managing Member is unable or unwilling to do so, a liquidating trustee appointed by Members holding more than 50 per cent. of the Interests of all of the Members, in either case appointed upon dissolution of the US Master Purchaser in accordance with the LLC Agreement;

Liquidity Agentmeans Rabobank International and any person appointed as Liquidity Agent under the Erasmus Liquidity Facility Agreement;

LiquidityBankmeans (a) any bank or financial institution whose name is listed in Schedule 1 to the Erasmus Liquidity Facility Agreement whose Erasmus Liquidity Commitment has not been cancelled whether through transfer or assignment or otherwise pursuant to the terms thereof and (b) any Liquidity Bank Transferee (as defined in the Schedule to an Erasmus Transfer Certificate), and shall be construed so as to include their respective successors and assigns in accordance with their respective interests;

Liquidity Bank Transfereemeans the entity listed as liquidity bank transferee in the schedule to an Erasmus Transfer Certificate;

Liquidity Feemeans the fee amongst other fees set out and described as such, in the Buhrmann Programme Fee Letter regarding the undrawn Erasmus Liquidity Commitment;

Liquidity Termination Datemeans the day which falls 360 days after the later of the US Closing Date and the date of any renewal of the Erasmus Liquidity Facility Agreement;

Page 57

---



Back to Contents

LLC Agreementmeans the limited liability company agreement of the US Master Purchaser as amended and restated from time to time, between the Initial US Originators and the Independent Manager;

Lock Boxesmeans the Post Office Lock Boxes listed on Schedule 1 to the US Lock Box and Assigned Account Agreement;

London Business Daymeans a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets settle payments and are open for general business in London;

Long Maturity Notemeans a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such MTN shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such MTN;

Loss Horizonmeans, on any Business Day:

A + B

where:

|A | is the Average
        Credit Terms as at the most recent Calculation Date in respect of the
        relevant Securitised US Receivables over the immediately preceding 30
    days; and
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                         
|B | is 45;                                                                                                                                                                                  

Loss Horizon Cumulative Salesmeans, on any Calculation Date, the aggregate Face Amount of all sales occurring during the immediately preceding Loss Horizon in respect of the relevant Securitised US Receivables;

Loss Horizon Ratiomeans, on any Calculation Date:

|A | 
|- | 
|  | 
|B | 

where:

|A | is Loss Horizon
        Cumulative
Sales; and                                                                                                                                                  
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                
|B | is in respect
        of Securitised US Receivables the aggregate of the Face Amount of all
        Securitised US Receivables that are Eligible US Receivables less Excess
    Concentrations;

Page 58

---



Back to Contents

|Loss
            Ledgermeans
    the ledger maintained by the Master Servicer which will:
|-----------------------------------------------------------------------------------------
|                                                                                         
|(a)                                                                                      
|                                                                                         
|(b)                                                                                      

Lossesmeans
(i) any claims, liabilities, losses, damages, judgments, settlements, costs and
expenses (including, without limitation and if applicable, cost of funds, court
costs and reasonable attorneys fees and disbursements) and including always
any consequential loss and any loss of profit and any VAT thereon; or (ii) in
relation to the taxable loss of the US Master Purchaser, determined for Federal
income tax purposes under Section 703(a) of the Code, including items separately
stated pursuant to Section 703(a)(1);

LPAmeans the Law of Property Act 1925;

LP(MP) Actmeans The Law of Property (Miscellaneous Provisions) Act 1994;

Luxembourg MTN Listing Agentmeans Deutsche Bank Luxembourg S.A. in its capacity as listing agent for the MTN Programme;

Luxembourg MTN Paying Agentmeans Deutsche Bank Luxembourg S.A. acting through its office at 2 Boulevard Konrad Adenauer, L-1115 Luxembourg;

Management Agreementmeans the agreement of the Directors in the form attached as Schedule B to the Silver LLC Agreement. The Management Agreement shall be deemed incorporated into, and a part of, the Silver LLC Agreement;

Managermeans any insolvency official appointed by the court under any applicable law;

Managing Membermeans Corporate Express, or any successor;

Mandatesmeans the resolutions, instructions and signature authorities relating to the relevant Accounts in the form agreed by the Cash Manager as they may be modified from time to time and notified as provided in Clause 4 of the Cash Management Agreement;

Marginmeans, with respect to any Floating Rate Notes, the amount specified in the applicable Supplement;

Master Definitions and Framework Deedmeans this Deed;

Master Purchaser Account Banksmeans the European Master Purchaser Account Bank and/or the US Master Purchaser Account Bank, as the context requires;

Page 59

---



Back to Contents

Master Purchaser MTN Principal Reserve Accountsmeans the European Master Purchaser MTN Principal Reserve Accounts and the US Master Purchaser MTN Principal Reserve Account;

Master Purchaser Reserve Accountsmeans the European Master Purchaser Reserve Accounts and the US Master Purchaser Reserve Accounts;

Master Purchaser Senior Expensesmeans the European Master Purchaser Senior Expenses and/or the US Master Purchaser Senior Expenses, as the context requires;

Master Purchaser Transaction Accountsmeans the European Master Purchaser Transaction Accounts and/or the US Master Purchaser Transaction Account, as the context requires;

Master Purchasersmeans the European Master Purchaser and the US Master Purchaser;

Master Servicermeans Buhrmann Stafdiensten B.V. in its capacity as servicer under the Servicing Agreement;

Master
Servicers Daily Reportmeans (i) prior to a Buhrmann Termination Event a report prepared by the Master Servicer and in the form set out in Schedule 1 to the Servicing Agreement and (ii) thereafter, a report prepared by the Liquidation Servicer in accordance with the Servicing Agreement;

Master
Servicers Monthly Reportmeans (i) prior to a Buhrmann Termination Event a report prepared by the Master Servicer and in the form set out in Schedule 1 to the Servicing Agreement and (ii) thereafter, a report prepared by the Liquidation Servicer in accordance with the Servicing Agreement;

Material Actionmeans
to conduct a merger, acquisition or similar transaction regardless of how it
is structured or to sell all or substantially all of the Silver Note Issuers assets, or to amend, alter or change the Special Purpose Provisions of the Silver LLC Agreement or to file an insolvency, or reorganization case or proceeding, to institute proceedings to have the Silver Note Issuer adjudicated bankrupt or insolvent, to institute proceedings under any applicable insolvency law, to seek any relief under any law relating to relief from debts or the protection of debtors, to consent to the filing or institution of bankruptcy or insolvency proceedings against the Silver Note Issuer, to file a petition seeking, or consent to, reorganization or relief with respect to the Silver Note Issuer under any applicable federal or state law relating to bankruptcy or insolvency, to seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian, or any similar official of or for the Silver Note Issuer or a substantial part of its property, to make any assignment for the benefit of creditors of the Silver Note Issuer, to admit in writing the Silver Note Issuers
inability to pay its debts generally as they become due, or to take action in
furtherance of any of the foregoing;

Page 60

---



Back to Contents

Material Adverse Effectmeans,
  with respect to any person or entity, a material adverse effect on: (a) the
  business, operations, property, condition (financial or otherwise) or prospects
  of such person or entity; (b) the ability of such person or entity to perform
  its obligations under any Transaction Document to which it is a party or on
  any of the rights or remedies of any other party to such Transaction Document;
  (c) the validity or enforceability of any Transaction Document to which it is
  a party; or (d) the collectability or enforceability or the value of any Securitised
  US Receivables;

Maturing Buhrmann European Notemeans
  a Buhrmann European Note where on any Redemption Date, any sum is due to a Buhrmann
  European Note Purchaser in its capacity as a Buhrmann European Noteholder in
  respect of the redemption of that Buhrmann European Note;

Maximum Country Limitmeans, in
  respect of each Eligible Obligor Country, the limit (as a percentage of all
  Securitised US Receivables) set out in the column entitled Country
  Concentration Limit opposite the credit rating of that Eligible
  Obligor Country set out in the column entitled Country Foreign Currency
  Rating:

|Country Foreign Currency Rating | Country Concentration
|------------------------------- | ---------------------
|(Moodys/S&P)                   | Limit                
|                                |                      
|Aa2 and above/AA and above      | No limit             
|Aa3/AA-                         | 10 per cent.         
|A1/A+                           | 10 per cent.         
|A2, A3, Baa1 / A, A-, BBB+      | 5 per cent.          
|Baa2, Baa3 / BBB, BBB-          | 3.3 per cent.        
|Below Baa3/BBB- or unrated      | 2 per cent;          

Maximum Obligor Limitmeans:

|(a) | in respect of an Obligor in respect of Securitised
      US Receivables, the limit (as a percentage of the Face Amount of the Securitised
      US Receivables) set out in the column entitled Obligor Limit
      opposite the credit rating of that Obligor set out in the column entitled
      Obligor Long-Term Rating, as applicable;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                

| | Level | Obligor Long-Term Rating   | Obligor Limit        
| | ----- | -------------------------- | ---------------------
| |       | (Moodys)/(S&P)            |                      
| |       |                            |                      
| | 1     | Aa3/AA- and above          | 10 per cent.         
| | 2     | A1/A+                      | 10 per cent.         
| | 3     | A2, A3, Baa1 / A, A-, BBB+ | 5 per cent.          
| | 4     | Baa2,Baa3/BBB,BBB-         | the higher of 3.3 per
| |       |                            | cent. and the Obligor
| |       |                            | Limit for Level 5    
| | 5     | Below Baa3/BBB- or unrated | 3.5 per cent;        

| |                                         
| | ----------------------------------------
| | For the purposes of the foregoing table:

Page 61

---



Back to Contents

|(i) | any Obligor which
      is not rated by Moodys but which has a rating by S&P (a non-Moodys
      rating) shall be deemed to have a Moodys rating to be determined
      by converting the lowest non-Moodys rating into a Moodys rating
      and then varying such rating downwards by one notch as illustrated as follows:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                  
|    | (x)                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                  
|    | (y)                                                                                                                                                                                                                                                                                                                              

Maximum Originator Limitmeans (i) in respect of Corporate Express Document & Print Management, Inc.,
  20% of the Face Amount of the Securitised US Receivables and (ii) in respect
  of the division of Corporate Express Office Products, Inc. known as Corporate
  Express Imaging & Computer Graphic Supplies, Inc. 15% of the Face Amount
  of the Securitised US Receivables;

Maximum Right of Set-Off Limitmeans,
  in respect of the percentage of the Face Amount of all Securitised US Receivables
  that arise under a Contract that allows the Obligor to set-off any amount owed
  to the Originator by any amount such Originator owes such Obligor, 1 per cent;

Member means, with respect to the
  Silver Note Issuer, Buhrmann US Inc., as the initial member of the Silver Note
  Issuer, and includes any Person admitted as an additional member of the Silver
  Note Issuer or a substitute member of the Silver Note Issuer pursuant to the
  provisions of the Silver LLC Agreement, each in its capacity as a member of
  the Silver Note Issuer; provided, however, that the term Member
  shall not include the Special Member or the Springing Members. If there is more
  than one Member, the term Membershall mean each such person;
  and Member means, with respect to the US Master Purchaser, any
  Person named in the LLC Agreement as a Member and includes any Additional Member
  or Successor admitted as a member of the US Master Purchaser pursuant to Section
  9 of the LLC Agreement;

Member Cessation Event means an
  event that causes the Member to cease to be a member of the Silver Note Issuer
  (other than (i) upon an assignment by the Member of all of its limited liability
  company interest in the Silver Note Issuer and the admission of the transferee
  pursuant to the Silver LLC Agreement, or (ii) the resignation of the Member
  and the admission of an additional member of the Silver Note Issuer pursuant
  to the Silver LLC Agreement);

Monthly Determination Datemeans
  the second London Business Day prior to the start of each Interest Period;

Page 62

---



Back to Contents

Monthly Reportmeans
  (A) in relation to the Standby Letter of Credit, the monthly report as defined
  in the Standby Letter of Credit Agreement; (B) in relation to the other Transaction
  Documents, the Master Servicers Monthly Report or (C) in relation to the
  MTNs, the MTN Noteholder Monthly Report;

Monthly Settlement Datemeans the
  twenty fifth day of each calendar month or if such day is not a Business Day,
  then the following Business Day;

Monthly Statement means the monthly
  statement provided by the Silver Account Bank (with respect to the Silver Note
  Issuer Operating Account) to the Silver Note Issuer, the Silver Security Agent
  and the Silver Cash Administrator in accordance with the Silver Account Bank
  Agreement;

Moodysmeans Moodys
  Investors Service Limited or its successor;

MTNmeans a note issued pursuant
  to the MTN Programme and denominated in such currency or currencies as may be
  agreed between the MTN Issuer and the relevant MTN Dealer(s) which has such
  maturity and denomination as may be agreed between the MTN Issuer and the relevant
  MTN Dealer(s) and issued or to be issued by the MTN Issuer pursuant to the MTN
  Programme Agreement or any other agreement between the MTN Issuer and the relevant
  MTN Dealer(s) relating to the MTN Programme, the MTN Agency Agreement and the
  MTN Trust Deed and which shall initially be represented by, and comprised in
  an MTN Temporary Global Note which may (in accordance with the terms of such
  MTN Temporary Global Note) be exchanged for an MTN Permanent Global Note which
  MTN Permanent Global Note may (in accordance with the terms of such MTN Permanent
  Global Note) in turn be exchanged for definitive MTNs and includes any replacements
  for a note issued pursuant to MTN Condition 10;

MTN Agency Agreement means the agency
  agreement dated 18 July 2002 (as amended and restated from time to time), as
  amended and/or supplemented and/or restated from time to time, pursuant to which
  the MTN Issuer has appointed the MTN Agent and the other MTN Paying Agents in
  relation to all or any Series of MTNs and any other agreement for the time being
  in force appointing further or other MTN Paying Agents or another MTN Agent
  in relation to all or any Series of the MTNs, or in connection with their duties,
  the terms of which have previously been approved in writing by the MTN Trustee,
  together with any agreement for the time being in force amending or modifying
  the prior written approval of the MTN Trustee;

MTN Agentmeans Deutsche Bank AG
  London acting through its office at 1 Great Winchester Street, London EC2N 2DB,
  as agent under the MTN Agency Agreement and any successor agent appointed in
  accordance with the MTN Agency Agreement;

MTN Agreement Datemeans, in respect
  of any MTN, the date on which agreement is reached for the issue of such MTN
  as contemplated in Clause 2 of the MTN Programme Agreement which, in the case
  of MTNs issued on a syndicated basis or otherwise in relation to which an MTN
  Subscription Agreement is entered into, shall be the date on which
  the relevant MTN Subscription Agreement is signed by or on behalf of all the
  parties to it;

Page 63

---



Back to Contents

MTN Appointeemeans
  any attorney, manager, agent, delegate or other person appointed by either MTN
  Trustee or the MTN Security Trustee under the MTN Issuer Deed of Charge;

MTN Arrangermeans Deutsche Bank
  AG London and any other entity appointed as an arranger for the MTN Programme
  or in respect of any particular issue of MTNs under the MTN Programme and references
  to MTN Arranger shall be references to the relevant
  MTN Arranger;

MTN Available Interest Fundsmeans
  in respect of any Interest Period, the sum of:

|(a) | moneys received during such Interest
      Period following the redemption or roll over of any Buhrmann Note held by
      the MTN Issuer and which represent that portion of the Estimated Funding
      Costs payable by the MTN Issuer for such Interest Period;                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                          
|(b) | interest on all moneys standing
      to the credit of the relevant MTN Issuer Transaction Account, the relevant
      MTN Issuer Stop Funding Account and the relevant MTN Issuer Liquidity Facility
      Reserve Account (if any); and                                                                
|    |                                                                                                                                                                                                                                                                                                          
|(c) | interest and other amounts accrued
      on all Eligible Investments purchased with moneys standing to the credit
      of the relevant MTN Issuer Transaction Account, the relevant MTN Issuer
      Stop Funding Account and the relevant MTN Issuer Liquidity Facility Reserve
      Account (if any);

MTN Available Principal Fundsmeans,
  (a) prior to the occurrence of an Early European Amortisation Event or an Early
  US Amortisation Event, as applicable, the sum of the redemption amounts received
  by the MTN Issuer following redemption of any Buhrmann Note held by the MTN
  Issuer (other than amounts on deposit in the relevant MTN Issuer Stop Funding
  Account) and which do not represent that portion of the Estimated Funding Costs
  allocable to the MTN Issuer in respect of that Buhrmann Note to the extent that
  such funds have not been utilised on the relevant redemption date to purchase
  a new Buhrmann Note and (b) after the occurrence of an Early European Amortisation
  Event or an Early US Amortisation Event, as applicable, the sum of the redemption
  amounts received by the MTN Issuer following redemption of any Buhrmann Note
  held by the MTN Issuer (including amounts on deposit in the relevant MTN Issuer
  Stop Funding Account) and which do not represent that portion of Estimated Funding
  Costs allocable to the MTN Issuer in respect of that Buhrmann Note;

MTN Calculation Agency Agreement
  means an agreement supplemental to the MTN Agency Agreement in or substantially
  in the same form set out in Schedule 1 to the MTN Agency Agreement or in such
  form as may be agreed to between the MTN Trustee and the MTN Security Trustee;

Page 64

---



Back to Contents

MTN Calculation Agentmeans the MTN Agent or such other person specified in the applicable Supplement;

MTN Class Ameans MTNs specified
  as MTN Class A in the applicable Supplement;

MTN Class Bmeans MTNs specified
  as MTN Class B in the applicable Supplement;

MTN Class Cmeans MTNs specified
  as MTN Class C in the applicable Supplement;

MTN Class Dmeans MTNs specified
  as MTN Class D in the applicable Supplement;

MTN Class Emeans MTNs specified
  as MTN Class E in the applicable Supplement;

MTN Class Fmeans MTNs specified
  as MTN Class F in the applicable Supplement;

MTN Closing Datemeans 18 July 2002
  or such other date as may be agreed between the MTN Arranger, the MTN Issuer
  and the Master Purchasers;

MTN Conditionsmeans the terms and
  conditions of the MTNs, in the form set out in Schedule 1 of the MTN Trust Deed
  and a reference to a particular numbered MTN Condition shall be construed accordingly;

MTN Confirmation Lettermeans:

|(a) | in respect of the appointment
      of a third party as an MTN Dealer for the duration of the MTN Programme,
      the MTN Confirmation Letter substantially in the form set out in Part II
      of Appendix C to the MTN Programme Agreement; and                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                            
|(b) | in respect of the appointment
      of a third party as an MTN Dealer for one or more particular issues of MTNs
      under the MTN Programme, the MTN Confirmation Letter substantially in the
      form set out in Part IV of Appendix C to the MTN Programme Agreement;

MTN Dealermeans Deutsche Bank AG
  London, and any other entity which the MTN Issuer may appoint as an MTN Dealer
  and notice of whose appointment has been given to the MTN Agent and the MTN
  Trustee by the MTN Issuer in accordance with the provisions of the MTN Programme
  Agreement but excluding any entity whose appointment has been terminated in
  accordance with the provisions of the MTN Programme Agreement and notice of
  such termination has been given to the MTN Agent and the MTN Trustee by the
  MTN Issuer in accordance with the provisions of the MTN Programme Agreement
  and references to a relevant MTN Dealer or the relevant
  MTN Dealer(s) mean, in relation to any Tranche or Series of MTNs, the
  MTN Dealer or MTN Dealers with whom the MTN Issuer has agreed the issue of the
  MTNs of such Tranche or Series and MTN Dealer means any one of
  them;



Page 65

---



Back to Contents

|MTN Dealer
      Accession Lettermeans:
|---------------------------------------
|                                       
|(a)                                    
|                                       
|(b)                                    

MTN Definitive Notemeans an MTN in definitive form issued, or as the case may require, to be issued
  by the MTN Issuer, in accordance with the provisions of the MTN Programme Agreement,
  the MTN Agency Agreement and the MTN Trust Deed, or any other agreement between
  the MTN Issuer and the relevant MTN Dealer(s), in exchange for an MTN Permanent
  Global Note, such MTN in definitive form being in the form or substantially
  in the form set out in Part II of the Second Schedule of the MTN Trust Deed
  with such modifications (if any) as may be agreed between the MTN Issuer, the
  MTN Agent, the MTN Trustee and the relevant MTN Dealer(s) and having the MTN
  Conditions endorsed thereon or, if permitted by the relevant Stock Exchange,
  incorporating the MTN Conditions by reference as indicated in the applicable
  Supplement and having the relevant information supplementing, replacing or modifying
  the MTN Conditions appearing in the applicable Supplement endorsed thereon or
  attached thereto and having Coupons and, where appropriate, Talons attached
  thereto on issue;

MTN Expected Maturity Datemeans,
  with respect to any Series of MTNs, the date specified in the applicable Supplement;

MTN Global Notemeans an MTN Temporary
  Global Note and/or an MTN Permanent Global Note, as the context requires;

MTN Investor Presentation Materialsmeans
  all materials, including slides, prepared by the MTN Arranger, the MTN Lead
  Manager or any MTN Dealer in connection with the marketing of the MTNs and the
  credit rating thereof;

MTN Issue Datemeans, in respect
  of any MTN, the date of issue and purchase of such MTN pursuant to and in accordance
  with the MTN Programme Agreement or any other agreement between the MTN Issuer
  and the relevant MTN Dealer(s) being, in the case of any definitive MTN represented
  initially by an MTN Global Note, the same date as the date of issue of the MTN
  Global Note which initially represented such MTN;

MTN Issuermeans Silver Funding
  Limited whose registered office is at Whiteley Chambers, Don Street, St. Helier,
  Jersey, JE4 9WG, Channel Islands;

MTN Issuer Account Bankmeans Deutsche
  Bank AG, Amsterdam and any other successor bank appointed in accordance with
  the Cash Management Agreement;

Page 66

---



Back to Contents

MTN Issuer Accountsmeans
  the MTN Issuer Transaction Accounts and/or the MTN Issuer Stop Funding Accounts
  and/or the MTN Issuer Liquidity Facility Reserve Accounts (if any);

MTN Issuer Administration Agreementsmeans
  the MTN Issuer Corporate Administration Agreement, the MTN Issuer Fiduciary
  Administration Agreement and the MTN Issuer SPV Administration Agreement;

MTN Issuer Charged Propertymeans
  the whole of the right, title, benefit and interest of the MTN Issuer in the
  property, assets and rights of the MTN Issuer described in Clause 3 of the MTN
  Issuer Deed of Charge and all other property, assets and rights whatsoever of
  the MTN Issuer and wheresoever situated, present and future, including without
  limitation any uncalled share capital of the MTN Issuer;

MTN Issuer Corporate Administration Agreementmeans the agreement dated 18 July 2002 (as amended and restated from
  time to time) between the MTN Issuer and the MTN Issuer Corporate Administrator;

MTN Issuer Corporate Administratormeans
  Deutsche International Corporate Services Limited;

MTN Issuer Deed of Chargemeans
  the deed of charge and assignment dated 18 July 2002 (as amended and restated
  from time to time) between the MTN Issuer, the MTN Trustee, the MTN Security
  Trustee, the Security Agent, the European Master Purchaser, the MTN Paying Agents,
  the MTN Issuer Liquidity Facility Provider, the MTN Issuer Account Bank and
  the Cash Manager;

MTN Issuer Dutch Law Pledge Agreementmeans
  the pledge agreement dated 18 July 2002 (as amended and restated from time to
  time) between the MTN Issuer, the Cash Manager, the MTN Security Trustee and
  the MTN Issuer Account Bank;

MTN Issuer Dutch Law Security has
  the meaning specified in Clause 3.2 of the MTN Issuer Deed of Charge;

MTN Issuer Enforcement Noticemeans
  a notice served in writing to the MTN Issuer provided by the MTN Security Trustee
  pursuant to MTN Condition 10 certifying the occurrence of an MTN Issuer Event
  of Default thereby declaring the MTNs immediately due and payable;

MTN Issuer English Law Assigned Agreements
  has the meaning specified in Clause 3.1 of the MTN Issuer Deed of Charge;

MTN Issuer Euro Liquidity Facility Reserve
  Account means the account of the MTN Issuer (account number 265462983
  0000 EUR 002) with the MTN Issuer Account Bank;

MTN Issuer Euro Stop Funding Accountmeans
  the account of the MTN Issuer (account number 265462940 0000 EUR 001) with the
  MTN Issuer Account Bank;

Page 67

---



Back to Contents

MTN Issuer Euro Transaction Accountmeans the account of the MTN Issuer (account number
  265461995 0000 EUR 000) with the MTN Issuer Account Bank;

MTN Issuer European Stop Funding Accountsmeans the MTN Issuer Euro Stop Funding Account and the MTN Issuer Sterling
  Stop Funding Account;

MTN Issuer European Transaction Accountsmeans the MTN Issuer Euro Transaction Account and the MTN Issuer Sterling
  Transaction Account;

MTN Issuer Event of Defaulthas
  the meaning specified in MTN Condition 10;

MTN Issuer Fiduciary Administration Agreement
  means the agreement dated 18 July 2002 (as amended and restated from time to
  time) between the MTN Issuer and Ogier SPV Services Limited for the provision
  of directors to the MTN Issuer;

MTN Issuer German Law Pledge Agreement
  means the pledge agreement dated 18 July 2002 (as amended and restated from
  time to time) between the MTN Issuer, the Cash Manager, the Security Agent and
  the MTN Security Trustee;

MTN Issuer German Law Security has
  the meaning specified in Clause 3.4 of the MTN Issuer Deed of Charge;

MTN Issuer Liquidity Facility means
  the liquidity facility provided to the MTN Issuer by the MTN Issuer Liquidity
  Provider pursuant to the MTN Issuer Liquidity Facility Agreement;

MTN Issuer Liquidity Facility Agreement
  means the liquidity facility agreement dated 18 July 2002 (as amended and restated
  from time to time) between the MTN Issuer, the MTN Issuer Liquidity Facility
  Provider and the MTN Issuer Security Trustee;

MTN Issuer Liquidity Facility Provider
  means Deutsche Bank AG, Amsterdam and its successors and assigns;

MTN Issuer Liquidity Facility Reserve Accounts
  means the MTN Issuer Euro Liquidity Facility Reserve Account, the MTN Issuer
  Sterling Liquidity Facility Reserve Account and the MTN Issuer US Dollar Liquidity
  Facility Reserve Account;

MTN Issuer Liquidity Shortfall has
  the meaning specified in the MTN Issuer Liquidity Facility Agreement;

MTN Issuer Mandate means a bank
  mandate completed by the MTN Issuer in respect of each MTN Issuer Account;

MTN Issuer New York Law Security
  has the meaning specified in Clause 3.7 of the MTN Issuer Deed of Charge;

Page 68

---



Back to Contents

MTN Issuer Principal Proportionon
  any date is a fraction (expressed as a percentage) calculated as (i) X divided
  by (ii) (X+Y),

where:

|X | is the subscription price of
      the relevant Buhrmann Notes held by or on behalf of the MTN Issuer on such
      date; and    
|- | ---------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                  
|Y | is the subscription price of
      the relevant Buhrmann Notes held by or on behalf of the Silver Note Issuer
      on such date;

MTN Issuer Secured Creditorsmeans
  the MTN Security Trustee (in its capacity as a creditor of the MTN Issuer),
  the MTN Trustee, the MTN Noteholders, any receiver of the MTN Issuer (in its
  capacity as a creditor of the MTN Issuer), the MTN Issuer Corporate Administrator
  under the MTN Issuer Corporate Administration Agreement, any additional administrators
  of the MTN Issuer, the MTN Paying Agents under the MTN Agency Agreement, the
  MTN Issuer Liquidity Facility Provider under the MTN Issuer Liquidity Facility
  Agreement, the Cash Manager (in its capacity as cash manager for the MTN Issuer)
  and the MTN Issuer Account Bank under the Cash Management Agreement and MTN
  Issuer Secured Creditorshall mean any one of them and shall be construed
  accordingly;

MTN Issuer Secured Obligationsmeans
  all amounts and liabilities owing from time to time by the MTN Issuer to the
  MTN Issuer Secured Creditors;

MTN Issuer Security Documentsmeans
  the MTN Issuer Deed of Charge, the MTN Issuer US Security Agreement, the MTN
  Issuer Dutch Law Pledge Agreement and the MTN Issuer German Law Pledge Agreement;

MTN Issuer SPV Administration Agreementmeans the agreement dated 18 July 2002 (as amended and restated from
  time to time) between the MTN Issuer and Ogier SPV Services Limited for the
  provision of a registered office of the MTN Issuer;

MTN Issuer Sterling Liquidity Facility Reserve
  Account means the account of the MTN Issuer (account number 265462983
  0000 GBP 002) with the MTN Issuer Account Bank;

MTN Issuer Sterling Stop Funding Accountmeans the account of the MTN Issuer (account number 265462940 0000 GBP
  001) with the MTN Issuer Account Bank;

MTN Issuer Sterling Transaction Accountmeans the account of the MTN Issuer (account number 265461995 0000 GBP
  000) with the MTN Issuer Account Bank;

MTN Issuer Stop Funding Accountsmeans
  the MTN Issuer European Stop Funding Accounts and the MTN Issuer US Dollar Stop
  Funding Account;

Page 69

---



Back to Contents

MTN Issuer Swapmeans either a foreign exchange swap or interest rate swap which the MTN Issuer,
  on the advice of the Cash Manager, may enter into from time to time subject
  to the satisfaction of the Rating Condition;

MTN Issuer Transaction Accountsmeans
  the MTN Issuer European Transaction Accounts and the MTN Issuer US Dollar Transaction
  Accounts;

MTN Issuer US Dollar Liquidity Facility
  Reserve Account means the account of the MTN Issuer (account number
  265462983 0000 USD 002) with the MTN Issuer Account Bank;

MTN Issuer US Dollar Stop Funding Accountmeans the account of the MTN Issuer (account number 265462940 0000 USD
  001) with the MTN Issuer Account Bank;

MTN Issuer US Dollar Transaction Accountmeans the account of the MTN Issuer (account number 265461995 0000 USD
  000) with the MTN Issuer Account Bank;

MTN Issuer US Security Agreement
  means the security agreement dated 18 July 2002 (as amended and restated from
  time to time) between the MTN Issuer, the MTN Issuer Account Bank, US Master
  Purchaser and the MTN Security Trustee;

MTN Issuer Yield Proportion on any
  date is a fraction (expressed as a percentage) calculated as (i) A divided by
  (ii) (A+B),

where:

|A | is the yield on the relevant Buhrmann Notes
      held by or on behalf of the MTN Issuer
      on such date; and
|- | ----------------------------------------------------------------------------------------------------------------
|  |                                                                                                                 
|B | is the yield on the relevant Buhrmann Notes
        held by or on behalf of the Silver Note Issuer on such date;

MTN Lead Managermeans, in relation
  to any Tranche of MTNs, the person named as MTN Lead Manager in the applicable
  MTN Subscription Agreement;

MTN Listing Agentmeans Deutsche
  Bank Luxembourg S.A.;

MTN Maturity Date with respect to
  any Series of MTNs, has the meaning specified in the applicable Supplement;

MTN Noteholdermeans the several
  persons who are for the time being holders of outstanding MTNs save that, in
  respect of the MTNs of any Series, for so long as such MTNs or any part thereof
  are represented by an MTN Global Note deposited with a common depositary for
  Euroclear and Clearstream, Luxembourg (other than Clearstream, Luxembourg, if
  Clearstream, Luxembourg shall be an accountholder of Euroclear and Euroclear,
  if Euroclear shall be an accountholder of Clearstream, Luxembourg) as the holder
  of a particular nominal amount of the MTNs of such Series shall be deemed to
  be the holder of such nominal amount of such
  MTNs (and the holder of the relevant MTN Global Note shall be deemed not to
  be the holder) for all purposes of the MTN Trust Deed other than with respect
  to the payment of principal or interest on such nominal amount of such MTNs,
  the rights to which shall be vested, as against the MTN Issuer and the MTN Trustee,
  solely in such common depositary and for which purpose such common depositary
  shall be deemed to be the holder of such nominal amount of such MTNs in accordance
  with and subject to its terms and the provisions of the MTN Trust Deed and the
  expressions MTN Noteholder, MTN holder and holder
  of MTNs and related expressions shall be construed accordingly;

Page 70

---



Back to Contents



MTN Noteholder Monthly Reportmeans, a report prepared by the Cash Manager and in the form set out in Schedule 1 to the Cash Management Agreement;

MTN Offering Circularmeans the offering circular relating to the MTNs prepared in connection with the MTN Programme as revised, supplemented or amended from time to time by the MTN Issuer in accordance with Clause 5.2 of the MTN Programme Agreement including any documents which are from time to time incorporated in the offering circular by reference except that:

|(a) | in relation to each Tranche of MTNs only the applicable Supplement shall be deemed to be included in the MTN Offering Circular; and                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                              
|(b) | for the purpose of Clause 4.5 of the MTN Programme Agreement in respect of the MTN Agreement Date and the MTN Issue Date, the MTN Offering Circular means the offering circular as at the MTN Agreement Date, but not including any subsequent revision, supplement or amendment to it or incorporation of information in it;

MTN Paying Agentsmeans, in relation to all or any Series of the MTNs, the several institutions (including, where the context permits, the MTN Agent and the Luxembourg MTN Paying Agent) at their respective specified offices initially appointed as paying agents in relation to such MTNs by the MTN Issuer pursuant to the MTN Agency Agreement and/or if applicable, any Successor paying agents at their respective specified offices in relation to all or any Series of the MTNs;

MTN Permanent Global Notemeans a global note in the form or substantially in the form set out in Part II of the Second Schedule to the MTN Trust Deed with such modifications (if any) as may be agreed between the MTN Issuer, the MTN Agent, the MTN Trustee and the relevant MTN Dealer(s), together with the copy of the applicable Supplement annexed thereto, comprising some or all of the MTNs of the same Series, issued by the MTN Issuer pursuant to the MTN Programme Agreement or any other agreement between the MTN Issuer and the relevant MTN Dealer(s) relating to the MTN Programme, the MTN Agency Agreement and the MTN Trust Deed in exchange for the whole or part of any MTN Temporary Global Note issued in respect of such MTNs;

Page 71

---



Back to Contents

MTN Pre-Enforcement Interest Priority of Paymentsmeans the order of priorities of payments as set out in Clause 7.2 of the MTN Issuer Deed of Charge;

MTN Pre-Enforcement Principal Priority of Paymentsmeans the order of priorities of payments as set out in Clause 7.3 of the MTN Issuer Deed of Charge;

MTN Post-Enforcement Interest Priority of Paymentsmeans the order of priorities of payments as set out in Clause 8.3 of the MTN Issuer Deed of Charge;

MTN Post-Enforcement Principal Priority of Paymentsmeans the order of priorities of payments as set out in Clause 8.4 of the MTN Issuer Deed of Charge;

MTN Procedures Memorandummeans the operating and administrative procedures memorandum dated 18 July 2002 (as amended and restated from time to time), as amended or varied from time to time including, in respect of any Tranche, by agreement between the MTN Issuer and the relevant MTN Dealer or MTN Lead Manager with the approval in writing of the MTN Agent;

MTN Programmemeans
the Silver Funding Limited €800,000,000 asset-backed euro medium term note
programme;

MTN Programme Agreementmeans the agreement dated 18 July 2002 (as amended and restated from time to time) between the MTN Issuer and the MTN Dealers named therein (or deemed named therein), the European Receivables Warehouse Company, the Master Purchasers and the Parent, concerning the purchase of MTNs to be issued pursuant to the MTN Programme together with any agreement for the time being in force amending, replacing, novating or modifying such agreement and any accession letters and/or agreements supplemental thereto;

MTN Programme Limitmeans, €800,000,000
or such other greater amount as may be agreed pursuant to Clause 12 of the MTN
Programme Agreement;

MTN Relevant Partymeans each MTN Dealer, each of their respective affiliates and each person who controls them (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and each of their respective directors, officers, employees and agents;

MTN Security Trusteemeans Deutsche Trustee Company Limited and all other persons or companies for the time being the security trustee under the MTN Issuer Deed of Charge;

MTN Subscription Agreementmeans an agreement supplemental to the MTN Programme Agreement (by whatever name called) in or substantially in the form set out in Appendix E to the MTN Programme Agreement or in such other form as may be agreed between the MTN Issuer and the MTN Lead Manager or one or more MTN Dealers (as the case may be);

Page 72

---



Back to Contents

MTN Temporary Global Notemeans a temporary global note in the form or substantially in the form set out in Part I of the Second Schedule to the MTN Trust Deed together with the copy of the applicable Supplement annexed thereto with such modifications (if any) as may be agreed between the MTN Issuer, the MTN Agent, the MTN Trustee and the relevant MTN Dealer(s), comprising some or all of the MTNs of the same Series, issued by the MTN Issuer pursuant to the MTN Programme Agreement or any other agreement between the MTN Issuer and the relevant MTN Dealer(s) relating to the MTN Programme, the MTN Agency Agreement and the MTN Trust Deed;

MTN Transaction Documents means the MTN Programme Agreement, the MTN Agency Agreement, the MTN Issuer Deed of Charge, the MTN Trust Deed, the Cash Management Agreement, the MTN Issuer Liquidity Facility Agreement, the MTN Issuer US Security Agreement, the MTN Issuer Administration Agreements, the MTN Issuer Dutch Law Pledge Agreement, the MTN Issuer German Law Pledge Agreement, the European Master Purchaser Funding Deed, the US Master Purchaser Funding Agreement, the European Master Purchaser Deed of Charge, the US Master Purchaser Guarantee and Security Agreement and all other documents and agreements entered into in connection with the issue of the MTNs and the purchase of the Buhrmann Notes;

MTN Trust Deedmeans the trust deed dated 18 July 2002 (as amended and restated from time to time) between the MTN Issuer and the MTN Trustee under which MTNs will, on issue, be constituted and which sets out the terms and conditions on which the MTN Trustee has agreed to act as trustee and includes any trust deed or other document executed by the MTN Issuer and the MTN Trustee in accordance with the provisions of the MTN Trust Deed and expressed to be supplemental to the MTN Trust Deed;

MTN Trusteemeans Deutsche Trustee Company Limited and any other trustee or trustees for the time being for the holders of the MTNs appointed in accordance with the MTN Trust Deed;

Multiemployer Planmeans a multiemployer plan as defined in Section 4001(a)(3) of ERISA;

Net Pool Balance means, at any time, an amount equal to:

A-B-C-D-E

where:



|A | is the aggregate at such time of the Face
    Amounts of all Securitised US Receivables;                                    
|- | ----------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                             
|B | is the amount of Excess Concentrations at
    such time;                                                                    
|  |                                                                                                                             
|C | is the sum of Unapplied US Dollar Cash Proceeds
    and the aggregate amount of Dilutions and Rebate Dilutions at such time;





Page 73

---



Back to Contents



|D | the aggregate of the Face Amounts of all
    Defaulted Receivables at such time; 
|- | ---------------------------------------------------------------------------------
|  |                                                                                  
|E | the aggregate of the Face Amounts of all
    Delinquent Receivables at such time;

New MTN Dealermeans any entity appointed as an additional MTN Dealer in accordance with Clause 11 of the MTN Programme Agreement;

Nominal Amount with respect to any Series of MTNs has the meaning specified in the applicable Supplement;

Non-Conforming US Receivablehas the meaning given to it in Clause 11.1(a) of the US Contribution Agreement;

Non-Funded Receivables means Securitised US Receivables the purchase of which has been funded by the issue of additional Capital Contributions;

Non-Securitised US Receivablesmeans US Receivables which have not been sold and transferred to the US Master Purchaser by a US Originator;

NYUCC means the Uniform Commercial Code as in effect in the State of New York;

Obligation shall mean the indebtedness, liabilities and obligations of the Silver Note Issuer under or in connection with the Silver Transaction Documents;

Obligormeans any person who owes a payment obligation to an Originator, the European Receivables Warehouse Company or the relevant Master Purchaser in respect of a Securitised US Receivable;

Obligor Percentage means,
on any Business Day in respect of any Obligor, an amount expressed as a percentage
representing the proportion which (A) the Face Amount of Securitised US Receivables
owing by such Obligor less the Excess Obligor Concentration in respect of such
Obligor represents of (B) all Securitised US Receivables less (i) the Excess
Concentration, (ii) the aggregate amount of Dilutions and Rebate Dilutions, (iii)
the Unapplied US Dollar Cash Proceeds, (iv) the relevant aggregate of the Face
Amounts of all Defaulted Receivables and (v) the relevant aggregate of the Face
Amounts of all Delinquent Receivables, provided that for the purpose of this
paragraph, any Obligors which (x) an Originator can reasonably know to be affiliated
with each other and (y) fall within the same level for the purpose of the definition of Maximum Obligor Limit shall
be considered to be one Obligor;

Offer to Contributehas the meaning specified in Clause 2 of the US Contribution Agreement;

Optional Redemption Amount means in respect of an MTN the amount specified in the applicable Supplement;

Page 74

---



Back to Contents

Optional Redemption Date means in respect of an MTN the date specified in the applicable Supplement;

Originatormeans any US Originator or any Additional Jurisdiction Originator;

Originator Accession Agreementmeans a duly completed agreement in the form set out in the Appendix to this Deed;

Outstanding means, in relation to the MTNs of all or any Series, all the MTNs of such Series issued other than:

|(a) | those MTNs which have been redeemed pursuant to the MTN Trust Deed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | those MTNs in respect of which the date (including, where applicable, any deferred date) for redemption in accordance with the MTN Conditions has occurred and the redemption moneys (including all interest payable thereon) have been duly paid to the MTN Trustee or to the MTN Agent in the manner provided in the MTN Agency Agreement (and where appropriate notice to that effect has been given to the relevant MTN Noteholders in accordance with MTN Condition 15) and remain available for payment against presentation of the relevant MTNs and/or Coupons;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(c) | those MTNs which have been purchased and cancelled in accordance with MTN Conditions 8(f) and 8(g);                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(d) | those MTNs which have become void or in respect of which claims have become prescribed, in each case under MTN Condition 11;                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(e) | those mutilated or defaced MTNs which have been surrendered and cancelled and in respect of which replacements have been issued pursuant to MTN Condition 12;                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(f) | (for the purpose only of ascertaining the Nominal Amount of the MTNs outstanding and without prejudice to the status for any other purpose of the relevant MTNs) those MTNs which are alleged to have been lost, stolen or destroyed and in respect of which replacements have been issued pursuant to MTN Condition 12; and                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(g) | any MTN Global Note to the extent that it shall have been exchanged for MTN Definitive Notes or another MTN Global Note pursuant to its provisions, the provisions of the MTN Trust Deed and the MTN Agency Agreement,                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | provided that for each of the
    following purposes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| |     |                                                                                          
| | --- | -----------------------------------------------------------------------------------------
| | (i) | the right to attend and vote at any meeting
    of the holders of the MTNs of any Series;
| |     |                                                                                          



Page 75

---



Back to Contents

| | (ii)  | the determination of how many and which MTNs
        of any Series are for the time being outstanding for the purposes of
        Clause 8.1 of the MTN Trust Deed and MTN Conditions 10 and 16 and paragraphs
    2, 5, 6 and 9 of the Third Schedule to the MTN Trust Deed;                  
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                
| | (iii) | any discretion, power or authority (whether
        contained in the MTN Trust Deed or vested by operation of law) which
        the MTN Trustee is required, expressly or impliedly, to exercise in or
        by reference to the interests of the holders of the MTNs of any Series;
    and
| |       |                                                                                                                                                                                                                                                                                                
| | (iv)  | the determination by the MTN Trustee whether
        any event, circumstance, matter or thing is, in its opinion, materially
    prejudicial to the interests of the holders of the MTNs of any Series,                                                                                        

those MTNs of the relevant Series (if any) which are for the time being held
    by or on behalf of the MTN Issuer, the Parent or any subsidiary or affiliate
    of the Parent, in each case as beneficial owner, shall (unless and until
    ceasing to be so held) be deemed not to remain outstanding;

Parallel Debthas the meaning specified in Clause 3.6 of the European Master Purchaser Deed of Charge, Clause 3.6 of the European Receivables Warehouse Company Deed of Charge or Clause 3.7 of the MTN Issuer Deed of Charge, as the context may require;

Parentmeans Buhrmann N.V.;

Payment Dayhas the meaning set out in MTN Condition 11;

PBGCmeans the Pension Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions;

Person means any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority;

Planmeans
any employee pension benefit plan (other than a Multiemployer Plan) subject to
the provisions of Title IV of ERISA or Section 412 of the Code or Section 302
of ERISA, and in respect of which a US Originator or any ERISA Affiliate is (or,
if such plan were terminated, would under Section 4069 of ERISA be deemed to
be) an employer as defined in Section 3(5) of ERISA;

Pledged Debt means in respect of the Silver Note Issuer Security Agreement, the Buhrmann US Notes;

Potential Buhrmann Termination Eventmeans any event which with the giving of notice, lapse of time, making of any determination or any combination thereof, would constitute a Buhrmann Termination Event;

Page 76

---



Back to Contents

Potential European Master Purchaser Event of Defaultmeans any event which with the giving of notice, lapse of time, making of any determination or any combination thereof, would constitute a European Master Purchaser Event of Default;

Potential MTN Issuer Event of Defaultmeans any event which with the giving of notice, lapse of time, making of any determination or any combination thereof, would constitute an MTN Issuer Event of Default;

Potential Silver Note Event of Default means any event, which with the giving of notice, lapse of time, making of any determination of combination thereof, would constitute a Silver Note Event of Default;

Potential US Master Purchaser Event of Defaultmeans any event which with the giving of notice, lapse of time, making of any determination or any combination thereof, would constitute a US Master Purchaser Event of Default;

Principal Obligationshas the meaning specified in Clause 3.6 of the European Receivables Warehouse Company Deed of Charge, Clause 3.6 of the European Master Purchaser Deed of Charge or Clause 3.7 of the MTN Issuer Deed of Charge, as the context requires;

Profitsmeans the taxable income of the US Master Purchaser as determined for US federal income tax purposes under Section 703(a) of the Code, including items separately stated pursuant to Section 703(a)(1) of the Code;

Purchase Pricemeans, in respect of each Receivable:

A x (1-B)

where:

|A | is the Face Amount of such Receivable on
        its Contribution Date as specified in the Invoices File delivered by
    or on behalf of the relevant Originator on that Contribution Date; and
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                 
|B | is the Discount Percentage as at that Contribution
    Date;                                                                                                                                    

Quotation Datemeans in relation to any period for which an interest rate is to be determined under the Erasmus Liquidity Facility Agreement the day on which quotations would ordinarily be given by prime banks in the interbank market for deposits in US dollars for delivery on the first day of that period or, if later, the date on which the Erasmus Notice of Drawdown in respect of the Erasmus Advance for which such interest rate is to be determined was delivered;

Rabobank International means
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank
International), London Branch;

Page 77

---



Back to Contents

Rate of Interest means the rate of interest of the Floating Rate Notes and/or the Fixed Rate Notes, as the context requires;

Rating Agenciesmeans
Standard & Poors and Moodys;

Rating Conditionmeans, with respect to any action taken or to be taken, a condition that is satisfied when each Rating Agency has confirmed in writing to the relevant Master Purchaser, the Master Servicer, the Security Agent, the MTN Trustee, the Silver Security Agent and the MTN Security Trustee that such action will not result in the withdrawal, reduction or other adverse action with respect to any then-current rating of the Erasmus CP Notes, the MTNs or the securities issued by or on behalf of any other Buhrmann Note Purchaser;

Rebate Dilution Accrualsmeans, on any Business Day, the aggregate of all amounts of each Originator in its accounts in respect of Rebate Dilutions;

Rebate Dilution Monthly Accrualsmeans, on any Calculation Date, the aggregate of the Rebate Dilution Accruals which have arisen since the immediately preceding calendar month;

Rebate Dilutions Reserve means, the product of (a) the product of the highest of the Average Rebate Dilution Monthly Accruals as at the twelve previous Calculation Dates and 110 per cent.; and (b) the fraction, the numerator of which is (A) the highest of the Days Sales Outstanding as at the twelve previous Calculation Dates and the denominator of which is (B) 30;

Rebate Dilutions Reserve Percentage is the fraction expressed as a percentage obtained by dividing (i) the Rebate Dilutions Reserve; by (ii) the aggregate of the Net Pool Balance;

Rebate Dilutionsmeans the aggregate amount of volume discounts granted by Originators to Obligors and which are accrued by the Originator granting such discount in its accounts; provided that Rebate Dilutions shall not include any amount in respect of which the relevant Master Purchaser has received a Deemed Collection;

Receivablemeans all amounts payable to an Originator or either Master Purchaser by an Obligor in connection with a Contract and all rights to or to enforce payment thereof and the proceeds thereof including the following:

|(a) | the benefit of all rights to and covenants
        for payment in relation thereto and whether owed by the purchaser of
        the goods, any guarantor, any indemnitor, any bank or person which has
        accepted or endorsed a bill of exchange in relation thereto, any bank
        which has issued or confirmed a letter of credit in relation thereto,
        or any other party which has incurred a payment obligation to an Originator
    or either Master Purchaser in relation thereto (whether under a document,
        instrument or agreement providing a mechanism for payment or security
    for payment or otherwise);
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 78

---



Back to Contents



|(b) | all rights to compensation, indemnity or payment from any compensation, guarantee or insurance scheme or policy (including the proceeds of any political risk insurance policy) to which an Originator or either Master Purchaser may be entitled in respect of any failure (of whatsoever nature) to receive timely payment in full of such amounts; and
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                          
|(c) | all rights to demand, sue for, recover, receive and give receipts for all such amounts;                                                                                                                                                                                                                                                                  

Receivables Ledgermeans the ledger maintained by the Master Servicer which:

|(a) | be adjusted as appropriate with an amount equal to the aggregate of the Face Amounts of all the Receivables which have become Securitised US Receivables on that Business Day; and                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                       
|(b) | be adjusted as appropriate with all amounts identified as representative or constitutive moneys received by the European Master Purchaser or the US Master Purchaser on such Business Day in relation to a Securitised US Receivable ;

Receivermeans a receiver appointed by the Security Agent pursuant to Clause 19.1 of the European Receivables Warehouse Company Deed of Charge, Clause 20.1 of the European Master Purchaser Deed of Charge, Clause 20.1 of the US Master Purchaser Guarantee and Security Agreement, Clause 19.1 of the MTN Issuer Deed of Charge or the Silver Security Agent pursuant to Clause 17.1 of the Silver Note Issuer Security Agreement or Clause 11.1 of the Silver Note Issuer Deed of Charge;

Recipientsmeans, with respect to the US Collection Account Agreement, the US Master Purchaser and the US Originators;

Record Datemeans the date on which payments of principal on each Buhrmann Note is made pursuant to the relevant Redemption Date to the holder (or to the first named of joint holders) of the Buhrmann Note appearing on the Register at the close of business on that date;

Recordsmeans, in respect of any Securitised US Receivable, all contracts, correspondence, notes of dealings and other documents, books, books of account, registers, records and other information (including, without limitation, computer programmes, tapes, discs, punch cards, data processing software and related property and rights) maintained (and recreated in the event of destruction of the originals thereof) with respect to such Securitised US Receivable and the related Obligor;

Redemption Datemeans in respect of a Silver Note or Buhrmann Note, its stated maturity date;

Page 79

---



Back to Contents

Redenomination Dateshall have the meaning specified in Buhrmann European Note Condition 8.2 or MTN Condition 5;

Reference Banks means, with respect to the Erasmus Liquidity Facility, (i) the principal London offices of Barclays Bank PLC, The Royal Bank of Scotland PLC and HSBC plc in respect of US dollars;

Reference Ratewith respect to any Series of MTNs has the meaning specified in the applicable Supplement;

Registermeans the register maintained by or on behalf of the relevant Master Purchaser in respect of the relevant Buhrmann Notes, as more particularly described in the relevant Buhrmann Note Conditions;

Relevant Changemeans the adoption after the date hereof of any applicable law, rule or regulation, or any change after the date hereof, or any officially published change after the date hereof in the interpretation or administration thereof by any court, governmental authority, revenue or taxing authority, central bank or comparable agency or regulatory authority charged with the interpretation or administration thereof, or compliance by it with any guideline, request or directive (whether or not having the force of law) or any practice of any such authority, central bank or comparable agency or regulatory authority or taxing authority which is promulgated after the date hereof and is of general application and with which the party affected thereby habitually complies;

Relevant Dateshall have the meaning specified in MTN Condition 11;

Relevant Sales-Defaultsmeans, on any Business Day, the Face Amount as at their Contribution Date of Securitised US Receivables purchased or acquired during the Relevant Sales-Defaults Period;

Relevant Sales-Defaults Periodmeans, on any Business Day, the period of 30 consecutive days ending with the day which is X days prior to such Business Day in each case, where X is equal to the Default Receivable Maturity;

Relevant Sales-Delinquenciesmeans, on any Business Day, the Face Amount as at their Contribution Date of Securitised US Receivables purchased during the Relevant Sales-Delinquencies Period;

Relevant Sales-Delinquencies Periodmeans, on any Business Day, the period of 30 consecutive days ending with the day which is X days prior to such Business Day, where X is equal to the Delinquent Receivable Maturity;

Relevant Screen Pagewith respect to Floating Rate Notes where Screen Rate Determination has been specified, has the meaning specified in the applicable Supplement;

Page 80

---



Back to Contents

Repayment Datemeans in relation to any Erasmus Advance under the Erasmus Liquidity Facility Agreement the last day of the Term of such Erasmus Advance;

Reportable Eventmeans any reportable event as defined in Section 4043(b) of ERISA or the regulations issued thereunder with respect to a Plan (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code), other than an event for which the 30-day notice period is waived;

Repurchase Pricehas the meaning specified in Clause 11.1(b) of the US Contribution Agreement;

Required Ratingsmeans
in relation to short-term unsecured, unsubordinated and unguaranteed debt obligations
of any entity a rating of not less than P-1 by Moodys and A-1+ by Standard & Poors;

Required Reserve Adjustmentmeans, on any Business Day:

(A-B) + C + D

where:

|A | is the amount
    standing to the credit of the Reserve Ledger on that Business Day;                
|- | ----------------------------------------------------------------------------------------------------
|  |                                                                                                     
|B | is the Required
    Reserve Amount as at that Business Day;                                         
|  |                                                                                                     
|C | is the amount
    standing to the debit of the Loss Ledger on that Business Day; and                
|  |                                                                                                     
|D | is the amount
        standing to the credit of the DPP Collections Ledger on that Business
    Day;

Required
          Reserve Amountmeans,
          on any Business Day:

(A x B)

where,

|A | is the Reserve
    Percentage as at the immediately preceding Calculation Date; and
|- | -----------------------------------------------------------------------------------
|  |                                                                                    
|B | is the Net Pool
    Balance;                                                       

Reserve Floormeans,
on any Calculation Date, 8 times the largest Obligor Percentage provided that
if A x B is greater than C then Reserve Floor shall mean 5 times
the largest Obligor Percentage plus A x B;

where:

|A | is the Expected
    Dilutions as at such Calculation Date;
|- | ----------------------------------------------------------

Page 81

---



Back to Contents

|B | is the Dilution
    Horizon Ratio as at such Calculation Date; and
|- | ------------------------------------------------------------------
|  |                                                                   
|C | is 3 times the
        largest
Obligor Percentage;                

Reserve Floor Percentagemeans, on any Calculation Date, 26 per cent, or such other amount as may be determined by the Master Servicer, subject to satisfaction of the Rating Condition;

Reserve Ledgermeans the ledger maintained by the Master Servicer which will:

|(a) | be adjusted as appropriate by all amounts which have been received by the European Receivables Warehouse Company or the relevant Master Purchaser on each Business Day as DPP Collections; and                                                                                                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                   
|(b) | be adjusted as appropriate with an amount equal to the aggregate of the Purchase Price of all Receivables paid by the European Receivables Warehouse Company and the European Master Purchaser or the US Master Purchaser on each Business Day less, in each case, the Initial Purchase Price element of such Receivables as at such Business Day;

Reserve Percentagemeans, on any Calculation Date, in respect of US Dollars, the sum of:

| | (i)    | the
    greater of:                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |        | (x)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |        | (y)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |        | (z)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (ii)   | the
      Rebate Dilutions Reserve Percentage;                                                                                                                                                                                                                                                                                                                                                                                                                            
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iii)  | the
      Discount Dilutions
Reserve Percentage;                                                                                                                                                                                                                                                                                                                                                                                                                          
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (iv)   | the
    Discount Percentage;                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (v)    | the
    Maximum Right of Set-Off Limit;                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (vi)   | the
    Liquidation Servicer Reserve Percentage; and                                                                                                                                                                                                                                                                                                                                                                                                                      
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (vii)  | so
      long as (i) a Buhrmann Financial Performance Cross Default occurs, and/or
      (ii) the Buhrmann Group Leverage Ratio exceeds 4.25, and/-or (iii) the
      Buhrmann Group Interest Coverage
Ratio is less than 3.15, and/-or (iv) the Buhrmann Group Fixed Charge Coverage
      Ratio is less than 1.10,10 per cent. or such lower percentage in respect
      of which each Rating Agency has confirmed that the Rating Condition has
    been satisfied; and
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (viii) | if
      on the immediately preceding Calculation Date the US Average Default Ratio
      exceeds 3 per cent, 5
per cent;                                                                                                                                                                                                                                                                                                                                                 

Page 82

---



Back to Contents

Scheduled Termination Datemeans, with respect to the US Master Purchaser, the day 15 years after 28 September 2001 being the date that the US Master Purchaser is scheduled to cease as a company in accordance with the Certificate;

Screen Rate Determinationwith respect to Floating Rate Notes has the meaning specified in the applicable Supplement;

Securities Actmeans the United States Securities Act of 1933, as amended;

Securitisation Availability Periodmeans the US Securitisation Availability Period and/or the European Securitisation Availability Period, as the context requires;

Securitisation Companymeans the Silver Note Purchaser, the Silver Note Issuer and any other company incorporated as a special purpose company for the purpose of acquiring or issuing the Silver Notes;

Securitised US Receivablemeans a Receivable which has been contributed to the US Master Purchaser pursuant to the US Contribution Agreement and which (i) remains outstanding and (ii) has not been repurchased by the relevant US Originator pursuant to Clause 11.1(b) of the US Contribution Agreement;

Securitymeans either or both of the assignments of all amounts standing to the credit of the Accounts pursuant to the Silver Note Issuer Deed of Charge and the Silver Note Issuer Security Agreement;

Security Agentmeans Deutsche Trustee Company Limited;

Security Interestmeans the property interest created by any mortgage, charge, hypothecation, pledge, lien, assignment by way of security, retention of title, flawed asset, blocked-deposit or other deposit arrangement, or any other encumbrance or security interest whatsoever created or arising under any relevant law pursuant to the Uniform Commercial Code or any other agreement or arrangement having the effect of or performing the economic function of conferring security howsoever created or arising;

Senior Facilities Agreementmeans the facilities agreement dated 23 December 2003 (as amended from time to time) between the Parent, Buhrmann US and a syndicate of financial institutions;

Seriesmeans a Tranche of MTNs together with any further Tranche or Tranches of MTNs which are (i) expressed to be consolidated and form a single series and (ii)
identical in all respects
(including as to listing) except for their respective MTN Issue Dates, Interest
Commencement Dates and/or Issue Prices, as the context requires;

Page 83

---



Back to Contents

Servicing Agreementmeans the servicing agreement dated 27 September 2000, as amended and restated on 28 September 2001 and on or about the date hereof relating to the Securitised US Receivables between the European Receivables Warehouse Company, the Master Purchasers, the Master Servicer, the Parent, the MTN Issuer, the Security Agent, each Sub-Servicer and the Liquidation Servicer;

Silver Account Bankmeans
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank
International), London Branch;

Silver Account Bank Agreementmeans the agreement dated November 30, 2005 between the Silver Note Issuer, the Silver Account Bank, the Silver Cash Administrator, the Silver Parent and the Silver Security Agent regarding the appointment of the Silver Account Bank and the Silver Note Issuer Operating Account;

Silver Account Bank Mandatemeans the mandate dated on or about the date hereof and any mandate (in the form of Schedule 1 to the Silver Account Bank Agreement) in respect of any account opened by the Silver Note Issuer with the Silver Account Bank thereafter, delivered by the Silver Note Issuer to the Account Bank;

Silver Capital Contribution Amountmeans on any Business Day:

A  (A/(1-B)
    x
(1-C))

where

|(A) | is the Face Value
    of Buhrmann US Notes issued to the Silver Note Issuer;
|--- | ----------------------------------------------------------------------------
|    |                                                                             
|(B) | is the Reserve
        Percentage;
and                                      
|    |                                                                             
|(C) | is the AA Reserve
    Percentage;                                           

Silver Cash Administration Agreementmeans the Silver Cash Administration Agreement, dated November 30, 2005, among the Silver Parent, the Silver Note Issuer, the Silver Cash Administrator and the Silver Account Bank, relating to the performance of certain services in relation to the Silver Note Collateral and the issue of , and payments in respect of, Silver Notes;

Silver Cash Administration Servicesmeans the services to be provided by the Silver Cash Administrator pursuant to the Silver Cash Administration Agreement;

Silver Cash Administratormeans
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank
International), London Branch;

Page 84

---



Back to Contents

Silver Estimated Funding Costsmeans the sum of all amounts estimated by the Silver Cash Administrator based on information provided to it by the Silver Security Agent and the Silver Account Bank as being the expected costs of the Silver Note Issuer, calculated on an annualized basis, including, but not limited to the sum of:

|(a) | the discount payable on the Erasmus CP Notes (if applicable) (expressed as the difference between the face amount and the issue price thereof);            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                            
|(b) | the market costs of entering into and/or terminating any spot and forward foreign exchange transactions in respect of the Erasmus CP Notes (if applicable);
|    |                                                                                                                                                            
|(c) | any increased costs incurred by, or withholding on any amounts due to, any of the Silver Note Purchaser and the US Master Purchaser; and                   
|    |                                                                                                                                                            
|(d) | any Buhrmann Programme Fees;                                                                                                                               

Silver Interestmeans the limited liability company interest of the Silver Parent in the Silver Note Issuer, as determined in accordance with the Silver LLC Agreement;

Silver LLC Agreementmeans the limited liability company agreement in relation to the Silver Note Issuer dated 30 November, 2005;

Silver Management Agreementmeans the agreement of the Directors in the form attached as Schedule B to the Silver LLC Agreement;

Silver Notemeans any secured zero coupon note issued by the Silver Note Issuer pursuant to the Silver Note Purchase Agreement;

Silver Noteholdermeans the Silver Note Purchaser or any other person whose name is entered into the Silver Note Register as the holder of such Silver Note, with the consent of the Silver Note Issuer;

Silver Note Accountsmeans the Silver Note Issuer Operating Account and the Silver Securities Account;

Silver Note Accreted Valuemeans, in respect of the Silver Notes on any date, the sum of (A) the aggregate Silver Note Subscription Prices of all Silver Notes outstanding on such date plus (B) the Silver Note Discount accreted thereon at the Silver US Funding Rate;

Silver Note Available Fundsmeans in respect of each Silver Note Issue Date, the sum of:

|(a) | the proceeds of any Silver Notes issued on that date;                                    
|--- | -----------------------------------------------------------------------------------------
|    |                                                                                          
|(b) | the Initial Capital Contribution Amount received from the Silver Parent on such date; and

Page 85

---



Back to Contents

|(c) | any payments of
        principal received in respect of the Face Value of the Buhrmann US Notes
    from the US Master Purchaser;
|--- | ----------------------------------------------------------------------------------------------------------------------------------

and, for the avoidance of doubt, any capital contribution received prior to such date (including the Initial Capital Contribution Amount) shall not be included in the Silver Note Available Funds;

Silver Note BeneficiaryorBeneficiarymeans for the purpose of the Silver Note Issuer Security Agreement, the Silver Note Issuer Deed of Charge and the Silver Note Conditions, each of:

|(a) | the Silver Account Bank and the Silver Security Agent under the Silver Note Issuer Security Agreement, the Silver Note Issuer Deed of Charge and the Silver Note Account Bank Agreement;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                         
|(b) | the Silver Cash Administrator under the Silver Cash Administration Agreement; and                                                                                                       
|    |                                                                                                                                                                                         
|(c) | the Silver Note Purchaser under the Silver Note Purchase Agreement;                                                                                                                     

Silver Note Certificatemeans in respect of any Silver Note, a certificate in the form set out in Schedule 2 of the Silver Note Purchase Agreement issued by the Silver Note Issuer to the Person registered as the Silver Noteholder in the Silver Note Register;

Silver Note Collateralmeans the whole of the right, title and benefit and interest of the Silver Note Issuer in the property, assets and rights of the Silver Note Issuer, including, among others, its rights in respect of the Buhrmann US Notes and the Silver Note Accounts and its rights, title and benefit and interest in respect of the US Master Purchaser Guarantee and Security Agreement, and all other property, assets and rights whatsoever of the Silver Note Issuer and wheresoever situated, present and future;

Silver Note Conditionsmeans the terms and conditions, in the form set out in Schedule 3 to the Silver Note Purchase Agreement and a reference to a particular numbered Silver Note Condition shall be construed accordingly;

Silver Note Discountmeans, pursuant to Clause 5.3 of the Silver Note Purchase Agreement, an amount, which is equal to the difference between the Silver Note Face Value of such Silver Note and its Silver Note Subscription Price, as calculated by the Silver Cash Administrator on the applicable Silver Note Issue Date and is equal to the Silver Estimated Funding Costs;

Silver Note Enforcement Noticemeans the notice given pursuant to Silver Note Condition 10(c) upon the occurrence of a Silver Note Event of Default;

Silver Note Event of Defaultmeans any of those events specified in Silver Note Condition 10;

Page 86

---



Back to Contents

Silver Note Face Valuemeans the Silver Note Subscription Price plus the Silver Note Discount;

Silver Note Issue Datemeans the date of issue of Silver Notes as determined pursuant to the Silver Note Purchase Agreement;

Silver Note Issue Noticemeans a notice, substantially in the form set out in Schedule 1 to the Silver Note Purchase Agreement, issued by the Silver Note Issuer in respect of the proposed issue of a Silver Note;

Silver Note Issuermeans Buhrmann Silver Financing, LLC;

Silver Note Issuer Costs Ledgermeans the ledger identified as such and maintained in respect of the Silver Note Issuer Operating Account for the purposes of Clause 5 and 6 of the Silver Cash Administration Agreement;

Silver Note Issuer Deed of Chargemeans the deed of charge dated as 30 November, 2005 between the Silver Note Issuer, the Silver Note Purchaser and the Silver Security Agent;

Silver Note Issuer Noticemeans a notice, substantially in the form set out in Schedule 1 to the Silver Note Purchase Agreement, issued by the Silver Note Issuer in respect of the proposed issue of a Silver Note;

Silver Note Issuer Operating Accountmeans the deposit account held with the Silver Account Bank in the name of the Silver Note Issuer for the benefit of the Silver Secured Parties maintained and established pursuant to the Silver Note Issuer Deed of Charge;

Silver Note Issuer Rating TriggerPeriodmeans the period of 35 days commencing on the date that the Rating Agencies notify the Silver Cash Administrator of an actual or potential downgrade of the then current rating applicable to the Erasmus CP Notes issued by Erasmus as a result directly or indirectly of an insufficiency in the levels of credit enhancement provided to the Silver Note Issuer to support the purchase of the Buhrmann US Notes;

Silver Note Issuer Security Agreementmeans the Silver Note Issuer Security Agreement, dated as of the date hereof between the Silver Note Issuer, the Silver Note Purchaser, the Silver Security Agent, the Silver Account Bank and the Silver Cash Administrator;

Silver Note Purchase Agreementmeans the Silver Note Purchase Agreement dated as of the date hereof between the Silver Parent, the Silver Note Issuer, the Silver Note Purchaser, the Silver Security Agent and the Silver Cash Administrator;

Silver Note Purchase Facilitymeans the note purchase facility entered into pursuant to the Silver Note Purchase Agreement under which the Silver Note Purchaser purchases Silver Notes issued by the Silver Note Issuer;

Page 87

---



Back to Contents

Silver Note Purchasermeans Erasmus Capital Corporation;

Silver Note Redemption Datemeans the stated maturity date of a Silver Note;

Silver Note Registermeans the register maintained by or on behalf of the Silver Note Issuer recording the details in respect of the relevant the Silver Notes;

Silver Note Registrarmeans the Silver Note Issuer or any successor thereto appointed in accordance with the Silver Note Conditions;

Silver Note Securitymeans the security granted by the Silver Note Issuer, securing its obligations in respect of the Silver Notes, pursuant to the Silver Note Issuer Deed of Charge over the Silver Note Issuer Operating Account;

Silver Note Subscription Pricemeans, in respect of an issue of Silver Notes, an amount equal the Erasmus CP Note Proceeds resulting from an issue of Erasmus CP Notes in relation to such Silver Notes issued in respect of the Buhrmann note programme;

Silver Parentmeans Buhrmann US Inc., or any other entity within the Buhrmann Group, which becomes the Member of the Silver Note Issuer in accordance with the Silver LLC Agreement;

Silver Secured Obligationsmeans all indebtedness, liabilities and obligations of the Silver Note Issuer now or hereafter at any time and from time to time owing under the Silver Note Purchase Agreement, the Silver Cash Administration Agreement, the Silver Note Issuer Deed of Charge, the Silver Account Bank Agreement and the Silver Note Issuer Security Agreement, whether absolute, fixed or liquidated, contingent or unliquidated, and whether for principal, reimbursement obligations, interest, fees, cost, expenses or otherwise;

Silver Secured Partiesmeans (a) the Silver Note Purchaser, (b) the Silver Security Agent, on behalf of itself and the Silver Note Purchaser, and (c) the Silver Account Bank;

Silver Securities Accountmeans
the securities account held at the Silver Account Bank (within the meaning of
Section 8-501(a) of the UCC) in respect of which the Silver Account Bank is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC) and the Silver Security Agent is the“entitlement
holder”(within
the meaning of Section 8-102(a)(7) of the UCC);

Silver Security Agentmeans
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank
International), London Branch;

Silver
Services & Indemnity Agreementmeans
the Services & Indemnity Agreement dated November 30, 2005 relating to the
provision of services with respect to the Silver Note Issuer, among Frank B.
Bilotta, John M. Demilt, Global Securitization Services, LLC, the Silver Note
Issuer and Buhrmann US Inc.;

Page 88

---



Back to Contents

Silver Transaction Documentsmeans:

|(a) | the Silver Note Purchase Agreement;                                                
|--- | -----------------------------------------------------------------------------------
|    |                                                                                    
|(b) | the Silver Note Issuer Security Agreement;                                         
|    |                                                                                    
|(c) | the Silver Cash Administration Agreement;                                          
|    |                                                                                    
|(d) | the Silver Management Agreement;                                                   
|    |                                                                                    
|(e) | the
    Silver Services & Indemnity Agreement;                                     
|    |                                                                                    
|(f) | the US Master Purchaser Funding Agreement;                                         
|    |                                                                                    
|(g) | the US Master Purchaser Guarantee and Security Agreement;                          
|    |                                                                                    
|(h) | the Buhrmann Programme Fee Letter;                                                 
|    |                                                                                    
|(i) | the Silver Note Issuer Deed of Charge;                                             
|    |                                                                                    
|(j) | the Silver Account Bank Agreement;                                                 
|    |                                                                                    
|(k) | the Silver LLC Agreement;                                                          
|    |                                                                                    
|(l) | this Deed; and                                                                     
|    |                                                                                    
|(m) | all documents contemplated in connection with or delivered in connection therewith.

Silver US Funding Ratemeans at any time for the period from the issue of the Silver Notes to the relevant Silver Note Redemption Date, a rate per annum equal to the sum of the amounts specified in, and without double counting, Clauses (a) through (d) of the definition of Silver Estimated Funding Costs and Clauses (i), (j) and (k) of the definition of Estimated Funding Costs denominated in US dollars divided by the aggregate Face Amount of all Securitised US Receivables at such time;

Special Membermeans,
upon such persons admission to the Silver Note Issuer as a member of the Silver Note Issuer pursuant to Section 3(c) of the Silver LLC Agreement, a person acting as either Springing Member 1 or Springing Member 2, in such persons
capacity as a member of the Silver Note Issuer. A Special Member shall only have
the rights and duties expressly set forth in the Silver LLC Agreement;

Special Purpose Entitymeans an entity, whose organizational documents contain restrictions on its purpose and activities and impose requirements intended to preserve its separateness that are substantially similar to the Special Purpose Provisions of the Silver LLC Agreement;

Page 89

---



Back to Contents

Specified Denominationwith respect to any Series of MTNs has the meaning specified in the applicable Supplement;

Specified Periodwith respect to any Series of MTNs has the meaning specified in the applicable Supplement;

Specified Timewith respect to any Series of MTNs has the meaning specified in the applicable Supplement;

Springing Membermeans a person who is not a member of the Silver Note Issuer but who has signed the Silver LLC Agreement in order that, upon the conditions described in Section 3(c) of the Silver LLC Agreement, such person can become the Special Member without any delay in order that at all times the Silver Note Issuer shall have at least one member;

Stabilising Managerwith respect to any Series of MTNs has the meaning specified in the applicable Supplement;

Standard & PoorsorS&Pmeans
Standard and Poors Ratings Group, a division of the McGraw-Hill Companies,
Inc. or its successor;

Sterling,sterling
or £means the lawful currency of the United Kingdom;

Stock Exchangemeans the Luxembourg Stock Exchange or any other stock exchange on which any MTNs may from time to time be listed or admitted to trading, and references to therelevant Stock Exchangeshall, in relation to any MTNs, be references to the stock exchange or stock exchanges on which the MTNs are from time to time, or are intended to be, listed or admitted to trading;

Stop Funding Eventmeans a European Stop Funding Event and/or a US Stop Funding Event, as the context requires;

Subscription Pricemeans in respect of each Buhrmann Note, the amount at which such Buhrmann Note was subscribed, as set out in the Buhrmann Note Issue Notice delivered in respect of such Buhrmann Note;

Sub-Servicermeans each Initial US Sub-Servicer, and each Additional Sub-Servicer;

Substituted Silver Note Issuermeans, upon the termination, retirement or removal of the Silver Note Issuer, the entity that will replace the Silver Note Issuer pursuant to the provisions of the Silver Note Issuer Deed of Charge;

Successormeans, with respect to the US Master Purchaser, the trustee in bankruptcy or other successor in interest of a Member following the event of bankruptcy, liquidation or consolidation or merger of the Member, in accordance with the LLC Agreement;

Page 90

---



Back to Contents

Supplementmeans the pricing supplement issued in relation to a Tranche of MTNs (substantially in the form of Annex C to the MTN Procedures Memorandum) as a supplement to the MTN Offering Circular and giving details of that Tranche and, in relation to any particular Tranche of MTNs, applicable Supplement means the Supplement applicable to that Tranche;

Surplus Discountmeans, on any Calculation Date and in respect of each Receivable (aRelevant Receivable):



where:

|A | is the amount
        standing to the credit of the Discount Ledger on that Monthly Settlement
        Date attributable to or as provision for the payment in full of the relevant
        Master Purchaser Senior Expenses required to be paid or provided for
    on such Monthly Settlement Date;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                      
|B | is the aggregate of the Face Amounts of
        all Securitised US Receivables in respect of which the relevant Master
        Purchaser received payment from an Obligor during the preceding Calculation
    Period; and                                                                           
|  |                                                                                                                                                                                                                                                                                                      
|C | is the Face Amount of the Relevant Receivable;                                                                                                                                                                                                                                                       

Talonsmeans the talons (if any) appertaining to, and exchangeable in accordance with the provisions therein contained for further Coupons appertaining to, the definitive MTNs, such talons being in the form or substantially in the form set out in Part V of the Second Schedule of the MTN Trust Deed or in such other form as may be agreed between the MTN Issuer, the MTN Agent, the MTN Trustee and the relevant MTN Dealer(s) and includes any replacements for Talons issued pursuant to MTN Condition 14;

TARGETmeans the Trans-European Automated Real-time Gross settlement Express Transfer system;

TARGET Daymeans a day on which the TARGET system is open for settlement of payments in euro;

Taxmeans any and all sales, use, gross receipts, general corporation,
franchise, income, mortgage, profits, withholding, intangibles, property (tangible
and intangible), privilege, license, value added, ad valorem, capital, severance,
production, excise, stamp and other taxes, duties and other similar governmental
charges and assessments imposed by or on behalf of any government or taxing authority
(including interest, fines or penalties thereon and additions thereto), all present
and future income and other taxes, duties, levies, assessments, imposts, deductions,
charges and withholdings whatsoever together with interest thereon, additions
to tax or duty and penalties and surcharges and fines with respect

thereto, if any, and any payments made on or in respect thereof, and Taxesand Taxationshall
be construed accordingly;

Page 91

---



Back to Contents

Tax Creditmeans the refund of Tax or credit against Tax which has been effectively obtained by the relevant Master Purchaser, the European Receivables Warehouse Company, the Security Agent, the Silver Note Issuer or Erasmus on its overall net income by reason of an Additional Payment made by the relevant Originator to the US Master Purchaser in accordance with Clause 7.5 of the US Contribution Agreement, in each case in relation to the relevant Receivable;

Termmeans, in relation to any Erasmus Advance under the Erasmus Liquidity Facility Agreement the term for which such Erasmus Advance is borrowed as specified in the relevant Erasmus Notice of Drawdown related thereto;

Total Available Erasmus Liquidity Commitmentsmeans, in relation to the Liquidity Banks, the aggregate for the time being of their respective Erasmus Available Liquidity Commitments;

Total Liquidity Commitmentsmeans the aggregate of the Erasmus Liquidity Commitments denominated in US dollars of the Liquidity Banks under the Liquidity Facility Agreement in an initial amount as of the date hereof of US$51,000,000 or such other amount as may be agreed from time to time between Rabobank International, Erasmus and the Liquidity Banks;

Tranchemeans all MTNs which are identical in all respects (including as to listing);

Transaction Documentsmeans this Deed, the Erasmus Documents, the Silver Transaction Documents, the US Contribution Agreement, the US Master Purchaser Funding Agreement, the European Master Purchaser Funding Deed, the Servicing Agreement, Buhrmann Programme Fee Letter, the European Receivables Warehouse Company Deed of Charge, the European Master Purchaser Deed of Charge, the US Master Purchaser Guarantee and Security Agreement, the Cash Management Agreement, the US Collection Account Agreement, the US Lock Box and Assigned Account Agreement, the Eligible US Collection Account Letter of Credit, the European Master Purchaser Corporate Administration Agreement, the European Receivables Warehouse Company Corporate Administration Agreement, the MTN Transaction Documents and any other agreement or document executed pursuant to or in connection with them;

Transaction Partiesmeans the Parent, Buhrmann US, the Master Servicer,
the US Master Purchaser, the European Master Purchaser, the US Originators, the
European Receivables Warehouse Company, SSC, the Security Agent, the MTN Trustee,
the MTN Security Trustee, MTN Agent, the Cash Manager, the European Master Purchaser
Account Bank, the European Receivables Warehouse Company Account Bank, the MTN
Issuer Account Bank, the US Master Purchaser Account Bank, the Luxembourg MTN
Paying Agent, the Liquidity Agent, Erasmus, the MTN Issuer, the MTN Issuer Corporate
Administrator, the Silver Note Issuer, the Silver Note Purchaser, the Silver
Cash

Administrator, the Silver Security Agent, the Silver Account Bank and the Liquidation
Servicer;

Page 92

---



Back to Contents

Transfermeans,
with respect to the US Master Purchaser, the assignment, giving, hypothecating,
pledging, granting of a security interest in or otherwise transferring or disposing
of any or all of a Members interest (or any interest therein) pursuant
to the LLC Agreement;

Trust means, in relation to the MTN Issuer, the Silver Funding Charitable Trust;

Trust Corporation means a corporation entitled by rules made under the Public Note Trustee Act 1906 of Great Britain or entitled pursuant to any other comparable legislation applicable to a trustee in any other jurisdiction to carry out the functions of a custodian trustee;

Unallocated US Dollar Cash Proceeds means, on any Business Day, all moneys standing to the credit of the US Collection Accounts on such Business Day that have not been determined by the Master Servicer under Section 2.2 of the US Collection Account Agreement to constitute proceeds of Securitised US Receivables or proceeds of Non-Securitised US Receivables;

Unapplied US Dollar Cash Proceedsmeans, on any Business Day, the sum, without duplication, of (x) the Unallocated US Dollar Cash Proceeds and (y) the amount credited to the US Collection Account on such Business Day;

Uniform Commercial Codemeans, unless otherwise specified, the Uniform Commercial Code in effect in the State of New York;

United Statesmeans the United States of America (including the States thereof and the District of Columbia) and, where applicable, its territories, its possessions and other areas subject to its jurisdiction;

US Asset Liability Test will
be satisfied in respect of US Dollars if:

A  C is equal to or greater than
B

where:

|A | is the US Net Pool Balance plus (i) any
        additional cash contributions made by any member of the US Master Purchaser
        that have been transferred to the US Master Purchaser Transaction Account
        to be used as US Master Purchaser Available Funds and (ii) any amounts
        available under any Letter of Credit and any cash collateral provided
        by the Parent (save to the extent that such amounts are used for the
        purposes of the European Asset Liability Test) under the Buhrmann Securitisation
    Programme;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 93

---



Back to Contents

|B | is the sum of the Discounted Value of Buhrmann
        US Notes then outstanding at the end of such Business Day; and
|- | ---------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                      
|C | is the Required Reserve Amount denominated
        in US Dollars;                                                    

US Asset Testmeans (A) the US Net Pool Balance minus (B) the product of (x) the US Net Pool Balance and (y) the Discount Percentage in respect of US dollars minus (C) the Required Reserve Amount;

US Average Default Ratio means on any Business Day the average of the Default Ratio in respect of US Dollars on the most recent Calculation Date and the preceding two Calculation Dates;

US Average Delinquency Ratio means on any Business Day the average of the Delinquency Ratio in respect of US Dollars on the most recent Calculation Date and the preceding two Calculation Dates;

US Average Dilution Ratio means on any Business Day the average of the Dilution Ratio in respect of US Dollars on the most recent Calculation Date and the preceding two Calculation Dates;

US Closing Datemeans the date of this Deed;

US Collection Accountmeans each of account No. 232-776-5, No. 232-808-6 and No. 209-708-7, each in the name of the US Master Purchaser with the US Collection Account Bank;

US Collection Account Agreementmeans the collection account agreement
dated as of28 September 2001, as amended and restated as of 18 July 2003 and 16 April 2003,
    between the US Master Purchaser, the US Originators, the Master Servicer,
    the US Collection Account Bank and the Security Agent;

US Collection Account Bankmeans Harris Trust and Savings Bank and/or such other banks appointed from time to time in replacement thereof or in addition thereto with the consent of the Security Agent and the Buhrmann US Note Purchasers and which enter into an agreement on substantially similar terms as the US Collection Account Agreement;

US Collection Account Protection Noticemeans the notice provided for in Section 1 of the US Lock Box and Assigned Account Agreement;

US Contribution Agreementmeans the agreement in respect of US Receivables dated as of 28 September 2001, as amended and restated as of 18 July 2002 and 16 April 2003, and entered into between the US Master Purchaser, the Security Agent, the Parent and the US Originators;

US dollars, US Dollars,$orUS$means the lawful currency of the United States;

Page 94

---



Back to Contents

US Dollar Securitisation CP Limitmeans US$50 million;

US Eligibility Criteriameans the eligibility criteria set out in Schedule 1 of the US Contribution Agreement in relation to the US Receivables;

US Funding Ratemeans, at any time for the period from the issue of Buhrmann US Notes to the relevant Redemption Date, a rate per annum equal to (1) the sum of the amounts specified in Clauses (a) through (l) of the definition of Estimated Funding Costs denominated in US dollars divided by (2) the aggregate Face Amount of all Securitised US Receivables at such time;

US Letter of Credit means the letter of credit No. S-14328 issued by Bankers Trust Company in favour of Deutsche Trustee Company Limited (formally known as Bankers Trust Company Limited) dated 8 October 2001 for an aggregate amount of up to, but not exceeding, US$30 million, which may be renewed from time to time or which may be superseded and replaced on or around the date hereof;

US Lock Box and Assigned Account Agreementmeans the lock box and assigned account agreement dated as of 28 September 2001 between the US Collection Account Bank, the US Master Purchaser, the Master Servicer and the Security Agent, relating to the lock box accounts identified on a schedule attached to such agreement;

US Master Purchasermeans Buhrmann Silver US LLC;

US Master Purchaser Account Bankmeans Deutsche Bank AG, New York;

US Master Purchaser Accountsmeans the US Master Purchaser Transaction Account, the US Master Purchaser Investment Accounts and the US Master Purchaser MTN Principal Reserve Account;

US Master Purchaser Available Fundsmeans in respect of any Business Day:

|(a) | all moneys transferred or otherwise credited to the US Master Purchaser Transaction Account from the US Collection Account as at the opening of business on that Business Day;                                                                         
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                        
|(b) | all amounts drawn under any Eligible US Collection Account Letters of Credit following a Buhrmann Termination Event;                                                                                                                                   
|    |                                                                                                                                                                                                                                                        
|(c) | the proceeds of any Buhrmann US Notes issued on that Business Day or issued on any preceding Business Day and not fully utilised and any additional cash capital contribution made (or deemed to be made) by any member to the US Master Purchaser; and
|    |                                                                                                                                                                                                                                                        
|(d) | any Silver Capital Contribution Amounts;                                                                                                                                                                                                               

Page 95

---



Back to Contents

US Master Purchaser Collateralhas the meaning specified in Clause 3 of the US Master Purchaser Guarantee and Security Agreement;

US Master Purchaser Deposit Accounts means the US Master Purchaser Transaction Account and the US Master Purchaser MTN Principal Reserve Account;

US Master Purchaser Enforcement Noticemeans in respect of the Buhrmann US Notes, a notice served by the Security Agent on the US Master Purchaser pursuant to Buhrmann US Note Condition 10;

US Master Purchaser Event of Defaultmeans the occurrence of any of the events set out in Buhrmann US Note Condition 10;

US Master Purchaser Funding Agreementmeans the agreement dated as of 28 September 2001 and 30 November, 2005, as amended and restated, relating to the issue by the US Master Purchaser of Buhrmann US Notes from time to time between the US Master Purchaser, the Buhrmann US Note Purchasers, the Security Agent, the Master Servicer and the Parent;

US Master Purchaser Guarantee and Security Agreementmeans the US Master Purchaser Guarantee and Security Agreement, dated as of September 28, 2001 and amended and restated on July 18, 2002 and November 30, 2005, among the US Master Purchaser, the Silver Note Issuer, the MTN Issuer, the Cash Manager, the US Master Purchaser Account Bank, the Master Servicer, the Security Agent and the Liquidation Servicer;

US Master Purchaser Guaranteed Obligationshas the meaning specified in Clause 2.2 of the European Master Purchaser Deed of Charge;

US Master Purchaser Indemnitiesmeans all amounts due and payable by the US Master Purchaser from time to time under Clause 7.1, 7.2, 9.2, 11.1(w) or 13 of the US Master Purchaser Funding Agreement, Clause 11.1, 11.8 or 11.10 of the Cash Management Agreement, Clause 2.10, 14.1, 14.2, 14.3 or 14.4 of the US Master Purchaser Guarantee and Security Agreement, Clause 17.2 or 23 of the Servicing Agreement, and any other indemnity or similar payments due and payable by the US Master Purchaser under the Transaction Documents;

US Master Purchaser Investment Accounts means theUS Master Purchaser Transaction Investment Account and the US Master Purchaser MTN Principal Reserve Investment Account;

US Master Purchaser MTN Principal Reserve Accountmeans the account of the US Master Purchaser (account number 00-414-967) with the US Master Purchaser Account Bank;

Page 96

---



Back to Contents

US Master Purchaser MTN Principal Reserve Amountmeans with respect to any Accumulation Period and with respect to any MTN denominated in US dollars that is specified in the applicable Supplement to be redeemable on the related MTN Expected Maturity Date, and amount equal to a third of the nominal amount of any such MTN;

US Master Purchaser MTN Principal Reserve Investment Accountmeans the account of the US Master Purchaser (account number 00-631-998) with the US Master Purchaser Account Bank;

US Master Purchaser Post-Enforcement Priority of Paymentsmeans the order of priorities of payments set out in Clause 8.3 of the US Master Purchaser Guarantee and Security Agreement;

US Master Purchaser Pre-Enforcement Priority of Paymentsmeans the order of priorities set out in Clause 7.3 of the US Master Purchaser Guarantee and Security Agreement;

US Master Purchaser Priority of Paymentsmeans the US Master Purchaser Pre-Enforcement Priority of Payments and/or the US Master Purchaser Post-Enforcement Priority of Payments, as the context requires;

US Master Purchaser Secured Obligationsmeans the aggregate of all moneys and other liabilities for the time being due or owing by the US Master Purchaser:

|(a) | to the Security Agent, the Liquidation Servicer, any Receiver, any Manager, the US Master Purchaser Secured Parties and the Buhrmann US Noteholders under or pursuant to the US Master Purchaser Guarantee and Security Agreement and the Buhrmann US Notes;
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                             
|(b) | to the Cash Manager (in its capacity as cash manager for the US Master Purchaser) under the Cash Management Agreement; and                                                                                                                                  
|    |                                                                                                                                                                                                                                                             
|(c) | to any Buhrmann US Note Purchaser under the US Master Purchaser Funding Agreement and the US Master Purchaser Guarantee and Security Agreement;                                                                                                             

US Master Purchaser Secured Partiesmeans each of:

|(a) | the Security Agent;                                                            
|--- | -------------------------------------------------------------------------------
|    |                                                                                
|(b) | the Cash Manager (in its capacity as cash manager for the US Master Purchaser);
|    |                                                                                
|(c) | the Buhrmann US Noteholders;                                                   
|    |                                                                                
|(d) | each Buhrmann US Note Purchaser;                                               

Page 97

---



Back to Contents

|(e) | with respect to the obligations
        of the US Master Purchaser under Clause 2 of the US Master Purchaser
        Guarantee and Security Agreement, the European Master Purchaser Secured
        Creditors;
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                
|(f) | the Liquidation Servicer; and                                                                                                                                                                                  
|    |                                                                                                                                                                                                                
|(g) | such other persons who may from
        time to time be acceded as a beneficiary of the US Master Purchaser Guarantee
        and Security Agreement;                                                          

US Master Purchaser Senior Expensesmeans the amounts set out in paragraphs (a) to (d) of the US Master Purchaser Pre-Enforcement Priority of Payments;

US Master Purchaser Transaction Accountmeans the account of the US Master Purchaser (account number 00-415-003) with the US Master Purchaser Account Bank;

US Master Purchaser Transaction Investment Accountmeans the account of the US Master Purchaser (account number 00-631-916) with the US Master Purchaser Account Bank;

US Net Pool Balancemeans Net Pool Balance in USD;

US Originatorsmeans the Initial US Originator and any Additional US Originators from time to time;

US Receivablemeans a US dollar denominated Receivable in respect of a contract entered into between a US Originator and an Obligor;

US Registrarmeans, in respect of the Buhrmann US Notes, the US Master Purchaser or any successor thereto appointed in accordance with Clause 19 of the Servicing Agreement and in accordance with the Buhrmann US Note Conditions;

US Securitisation Availability Periodmeans the US Securitisation CP Availability Period and/or, the US Securitisation MTN Availability Period, as the context requires;

US Securitisation CP Availability Periodmeans the period from and including the US Closing Date to, but excluding, the earlier of (i) the Liquidity Termination Date, (ii) the occurrence of an Early US Amortisation Event, (iii) the occurrence of a US Master Purchaser Event of Default (which, if capable of remedy, remains unremedied) and (iv) the occurrence of a Buhrmann Termination Event;

US Securitisation Facilitymeans the committed note issuance facility granted to the US Master Purchaser to enable the US Master Purchaser to raise funds by issuing Buhrmann US Notes to one or more Buhrmann US Note Purchasers;

US Securitisation MTN Availability Periodmeans the period from and including the MTN Closing Date to, but excluding, the earlier of (i) the occurrence of an Early US Amortisation Event, (ii) the occurrence of a US Master Purchaser Event of Default(which, if capable of remedy,
remains unremedied) and (iii) the occurrence of a Buhrmann Termination Event;

Page 98

---



Back to Contents

US Stop Funding Eventmeans the occurrence of any of the following on any Business Day:

|(a) | the US Master Purchaser has insufficient availability under the US Securitisation Facility to pay the Initial Purchase Price in respect of any US Receivable;                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                            
|(b) | a Buhrmann Termination Event has occurred;                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                            
|(c) | on the immediately preceding Calculation Date the US Average Default Ratio exceeds 4 per cent.;                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                            
|(d) | on the immediately preceding Calculation Date the US Average Delinquency Ratio exceeds 8.5 per cent.;                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                            
|(e) | on the immediately preceding Calculation Date the US Average Dilution Ratio exceeds 9 per cent.;                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                            
|(f) | on the immediately preceding Calculation Date the Average US Days Sales Outstanding exceeds 70 days;                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                            
|(g) | the Maximum Right of Set-Off Limit is or would be exceeded on that Business Day;                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                            
|(h) | the Security Agent certifies that any change in any relevant applicable law or regulation has impaired the ability of the Security Agent to enforce its rights under, or to perfect any material part of the security created by, the US Master Purchaser Guarantee and Security Agreement;                                
|    |                                                                                                                                                                                                                                                                                                                            
|(i) | the
       Master Servicers Daily Report in respect of the immediately preceding
       Business Day has not been received by the Cash Manager on that Business
    Day;                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                            
|(j) | after giving effect to the issue of Buhrmann US Notes to be issued on such Business Day and the application by the US Master Purchaser of the proceeds thereof, the US Asset Liability Test would not be satisfied; or                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                            
|(k) | on the immediately
       preceding Monthly Determination Date the undrawn portion of the MTN Issuer
    US Dollar Liquidity Facility Limit is less than the product of: (x) 3.5
    divided by 12; and (y) the Estimated Funding Costs of the MTN Issuer denominated
    in US Dollars on that Monthly Determination Date;

US Sub-Servicermeans any of the Initial US Sub-Servicers and any Additional Sub-Servicer that accedes to all of the Transaction Documents to which the Initial US Sub-Servicers are party;

Page 99

---



Back to Contents

Utilised Commitmentsmeans, at any time, the aggregate at such time of all outstanding Erasmus Advances made by one or more of the Liquidity Banks under the Erasmus Liquidity Facility Agreement;

Withdrawal Liabilitymeans liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA;

Yield Proportion means on any date is a fraction (expressed as a percentage) calculated as (i) B divided by (ii) (A+B),

Where:

|A                                                | is the yield on the relevant Buhrmann Notes
    held by or on behalf of the MTN
|------------------------------------------------ | -------------------------------------------------------------------------------
|                                                 | Issuer on such date; and                                                       
|                                                 |                                                                                
|B                                                | is the yield on the relevant Buhrmann Notes held by or on behalf of the Silver 
|                                                 | Note Issuer on such date.                                                      
|                                                 |                                                                                
|2.2Any reference in any Transaction Document to:

administration, bankruptcy, liquidation, dissolution,receivership or winding-up of a person shall be construed so as to include any equivalent or analogous proceedings under the laws of the jurisdiction in which such person is incorporated (or, if not a company or corporation, domiciled) or any jurisdiction in which such person has its principal place of business;

an affiliate of any company or corporation means, in relation to any person, a subsidiary of that person, a holding company of that person or any other subsidiary of that holding company;

agreed formmeans, in relation to any documents, the draft of the document which has been agreed between the relevant parties thereto and initialled on their behalf for the purpose of identification;

Clause, Recital,Appendix or Schedule in any Transaction Document is, subject to any contrary indication, a reference to a Clause of, or a recital or appendix or schedule to, the relevant Transaction Document;

holding company means, in relation to a company or corporation, any other company or corporation in respect of which it is a subsidiary;

indebtedness shall be construed so as to include any obligation
(whether incurred as principal or as surety) for the payment or repayment of
money, whether present or future, actual or contingent; a person shall be construed
as being insolvent if such person goes into administration, bankruptcy,
liquidation, dissolution, receivership or winding-up or such person is unable
to pay its debts as they fall due or such
persons liabilities exceed its assets;

Page 100

---



Back to Contents

monthis a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month save that, where any such period would otherwise end on a day which is not a Business Day, it shall end on the next Business Day, unless that day falls in the calendar month succeeding that in which it would otherwise have ended, in which case it shall end on the preceding Business Day; provided that, if a period starts on the last Business Day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month (and references to months shall be construed accordingly);

person or Person means, in respect of the LLC Agreement, any individual, partnership, limited liability company, corporation, trustee, statutory business, trust or other legal entity, including any nation or state or any government, agency or instrumentality thereof or therein, and in all other cases shall be construed as a reference to any individual, firm, company, corporation, government, state or agency of a state or any association or partnership, limited liability company, trustee or statutory business trust (whether or not having separate legal personality) of two or more of the foregoing;

stamp duty shall be construed as a reference to any stamp, registration or other documentary Tax or other similar Taxes or duties (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying out any of the same);

a subsidiaryof a company or corporation shall be construed as a reference to any company or corporation (a) which is controlled, directly or indirectly, by the first-mentioned company or corporation; or (b) more than half the issued share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or (c) which is a subsidiary of another subsidiary of the first-mentioned company or corporation and for these purposes a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or to control the composition of its board of directors or equivalent body; and

Value Added Tax and VAT shall be construed as a reference to value added tax under the laws of any jurisdiction.

2.3     The headings in any Transaction Document shall not affect its interpretation.
    References to Clauses, Schedules and Articles in any Transaction Document
    shall, unless its context otherwise requires, be construed as references
    to the Clauses of, Schedules to, and Articles of such document.

2.4     Unless the context otherwise requires, words
denoting the singular number only shall include the plural number also and vice
versa, words denoting
    one gender only shall

include the other genders and words denoting persons only shall include firms,
    corporations and other organised entities, whether separate legal entities
or otherwise, and vice versa.

Page 101

---



Back to Contents

|2.5     Unless
      the context otherwise requires, any reference in any Transaction Document
    to:                                                                                                                                                                 
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                       
|(a)                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                       
|(b)                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                       
|(c)                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                       
|(d)                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                       
|2.6     Unless expressly
      agreed otherwise, interest rates and discount factors refer to a calculation
      in arrear on the basis of a year divided into twelve months of 30 days
    each in respect of any calculation of an amount denominated in US dollars.

AGREEMENT

3.     The parties hereto acknowledge that the provisions contained in Clauses 4
    to 17 (inclusive) shall, except where the context otherwise requires and
    save where there is an express provision to the contrary, have effect with
    regard to and apply in respect of, each Transaction Document (as the same
    shall be amended, varied or supplemented from time to time in accordance
    with the terms thereof) as though the same were set out therein in full mutatis
    mutandis.

ADDITIONAL ORIGINATORS

|4.1     A member of the
      Buhrmann Group shall be entitled to become an Additional Originator and/or
      an Additional
    Sub-Servicer if:
|-------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                 
|(a)                                                                                                                                              
|                                                                                                                                                 
|(b)                                                                                                                                              

Page 102

---



Back to Contents

| | (i)  | the Rating Condition is satisfied; and                                                                                                                                       
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                              
| | (ii) | in the case of an Additional US Originator, such Additional US Originator has become a member of the US Master Purchaser in accordance with Section 9.6 of the LLC Agreement;

provided that the condition under this section 4.1(b)(i) does not need to be
    satisfied in respect of such Additional Originator whose securitisable receivables
    represent 5% or less of the Securitised US Receivables.

4.2     Delivery of an Originator Accession Agreement and/or entry into the relevant
    Transaction Documents constitutes confirmation by the relevant company in
    respect of which it is delivered that the representations and warranties
    referred to in Schedule 5 (Representations and Warranties) to the European
    Master Purchaser Funding Deed or Schedule 4 to the US Master Purchaser Funding
    Agreement, as the case may be, to be made by that company on the date of
    the Originator Accession Agreement are correct, as if made by it with reference
    to the facts and circumstances then existing.

JURISDICTION

Submission to Jurisdiction

5.1     Subject to Clauses 5.3 and 5.6, each party agrees that the courts of England
    (except if otherwise set out in any of the Transaction Documents) shall have
    exclusive jurisdiction to settle any dispute (including, without limitation,
    claims for set-off and counterclaim) which may arise in connection with the
    creation, validity, effect, interpretation or performance of, or the legal
    relationships established by the Transaction Documents or otherwise arising
    in connection with the same and for such purposes irrevocably submit to the
    jurisdiction of the courts of England.

5.2     Without prejudice to any other mode of service:

|(a) | unless expressly otherwise agreed in any of the Transaction Documents:
|--- | ----------------------------------------------------------------------
|    |                                                                       
|    | (i)                                                                   
|    |                                                                       
|    |                                                                       

Page 103

---



Back to Contents

|                                                                                                                                                                          | (ii)                                                                                                                                                                                                                              | the MTN Issuer and Deutsche Bank AG agree
        to accept service of process at the London Branch of Deutsche Bank AG
    (attention Legal Department from time to time);
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                          |                                                                                                                                                                                                                                   |                                                                                                                                                                            
|                                                                                                                                                                          | (iii)                                                                                                                                                                                                                             | the Silver Note Purchaser agrees to
        accept service of process at the London Branch of Rabobank International
    (attention Legal Department from time to time);   
|                                                                                                                                                                          |                                                                                                                                                                                                                                   |                                                                                                                                                                            
|(b)                                                                                                                                                                       | each party agrees that any failure by a process
        agent to notify any party of the process shall not invalidate the proceedings
    concerned;                                                                             
|                                                                                                                                                                          |                                                                                                                                                                                                                                   |                                                                                                                                                                            
|(c)                                                                                                                                                                       | each party consents to the service of process
        relating to any such proceedings by prepaid posting of a copy of the
        process to its address for service of process for the time being applying
    under this Deed.
|                                                                                                                                                                          |                                                                                                                                                                                                                                  
|5.3     It is expressly agreed and
        acknowledged that the provisions of Clauses 5.1 and 5.2 shall not apply
    in respect of the following Transaction Documents:
|                                                                                                                                                                         

|(a) | each European Receivables Warehouse Company Dutch Collection Claims Pledge Agreements;
|--- | --------------------------------------------------------------------------------------
|    |                                                                                       
|(b) | each Power of Attorney executed by a Dutch Originator;                                
|    |                                                                                       
|(c) | the European Receivables Warehouse Company German Law Pledge Agreement;               
|    |                                                                                       
|(d) | the Silver Note Purchase Agreement;                                                   
|    |                                                                                       
|(e) | the Standby Letter of Credit Accession Notice;                                        
|    |                                                                                       
|(f) | the US Contribution Agreement;                                                        
|    |                                                                                       
|(g) | the US Master Purchaser Funding Agreement;                                            
|    |                                                                                       
|(h) | the US Master Purchaser Guarantee and Security Agreement;                             
|    |                                                                                       
|(i) | the US Collection Account Agreement;                                                  
|    |                                                                                       
|(j) | the US Lock Box and Assigned Account Agreement;                                       
|    |                                                                                       
|(k) | the MTN Issuer Dutch Law Pledge Agreement;                                            
|    |                                                                                       
|(l) | the MTN Issuer German Law Pledge Agreement;                                           
|    |                                                                                       
|(m) | the MTN Issuer US Security Agreement;                                                 

Page 104

---



Back to Contents

|(n) | the MTN Issuer Administration Agreements; 
|--- | ------------------------------------------
|    |                                           
|(o) | the Silver LLC Agreement;                 
|    |                                           
|(p) | the Silver Cash Administration Agreement; 
|    |                                           
|(q) | the Silver Note Issuer Security Agreement;
|    |                                           
|(r) | the Silver Note Purchase Agreement;       

5.4     Agent for service of process:Each party shall at all times maintain an agent for service of process and any other documents in proceedings in Luxembourg, Germany, The Netherlands, Jersey, and New York or any other proceedings in connection with this Deed. Such agent for service for each jurisdiction to be notified to the Security Agent within 30 days after such party becomes a party to this Deed:

Each party irrevocably
undertakes not to revoke the authority of such agents, except where any such
agent refuses to act as agent for any party, ceases to exist or it or any of
its directors, partners or officers is convicted of a crime of dishonesty in
which circumstances a party may revoke the authority of its agent and appoint
another person in that jurisdiction as its agent (provided that such person is
willing to act as its agent) in which circumstances the party shall provide written
notice to all other parties of its new agents identity and address together
with evidence of their willingness to act.

|5.5     Forum Conveniens
    and enforcement abroad:Each party:                                                                                                                     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                    
|(a)                                                                                                                                                                                 
|                                                                                                                                                                                    
|(b)                                                                                                                                                                                 
|                                                                                                                                                                                    
|5.6     Non-exclusivity:Nothing
      in this Clause 5 limits the right of a party to bring proceedings against
    the relevant party in connection with any Transaction Documents:

|                                                                                                                                                                                                                                                                                                                                                                                                            |                                                 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------
|(a)                                                                                                                                                                                                                                                                                                                                                                                                         | in any other court of competent jurisdiction; or
|                                                                                                                                                                                                                                                                                                                                                                                                            |                                                 
|(b)                                                                                                                                                                                                                                                                                                                                                                                                         | concurrently in more than one jurisdiction.     
|                                                                                                                                                                                                                                                                                                                                                                                                            |                                                 
|FURTHER ASSURANCES                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                            |                                                 
|6.1     Each
      of the parties agrees to perform (or procure the performance of) all further
      acts and
      things, and execute and deliver (or procure the execution and delivery
      of) such further documents, as may be required by law or as may be necessary
    or desirable to
implement and/or give effect to each Transaction Document and the transactions
    contemplated thereby.

Page 105

---



Back to Contents

|6.2     In addition,
      each member of the Buhrmann Group which is a party to this Deed agrees
      that it, any of its subsidiaries and its employees or directors will cooperate
      in all respects with the other parties hereto, and shall, in a timely manner,
      execute such further agreements, instruments, declarations, consents and
      other documents, provide such further information in relation to any member
      of the Buhrmann Group and/or the business and/or its operations, and take
      such further actions as the other parties may from time to time reasonably
    request in connection with:                                                                               
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|NOTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|7.1     Any
      notice to be given by one party to any other party under, or in connection
      with,
      any Transaction Document shall be in writing and signed by or on behalf
      of the party giving it. Any such notice shall be served by sending it by
      fax to the number set out in Clause 7.2, or delivering it by hand, or sending
      it by pre-paid recorded delivery or registered post, to the address set
    out in Clause 7.2 and in each case marked for the
attention of the relevant party (or as otherwise notified from time to time in
    accordance with the provisions of this Clause 7.1). Any notice so served
    by hand, fax or post shall be deemed to have been duly given:

Page 106

---



Back to Contents

|(a) | in the case of delivery by hand, when delivered;                                                                                     
|--- | -------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                      
|(b) | in the case of fax, at the time of transmission;                                                                                     
|    |                                                                                                                                      
|(c) | in the case of pre-paid recorded delivery or registered post, at 10.00 a.m. on the second Business Day following the date of posting,

provided that in each case where delivery by hand or fax occurs after 6.00 p.m.
    on a Business Day or on a day which is not a Business Day, service shall
    be deemed to occur at 9.00 a.m. on the next following Business Day.

References to time in this Clause are to local time in the country of the addressee.

All notices shall be copied to the Security Agent, the Master Servicer and the
    Rating Agencies.

7.2     The addresses and fax numbers of the parties
for the purpose of Clause 7.1 are as follows:

|Buhrmann N.V.    | Address:              | Hoogoorddreef 62    
|---------------- | --------------------- | --------------------
|                 |                       | 1101 BE Amsterdam   
|                 |                       | P.O. Box 23456      
|                 |                       | 1100 DZ Amsterdam   
|                 |                       | The Netherlands     
|                 |                       |                     
|                 | Fax:                  | + 31 20 651 10 17   
|                 |                       |                     
|                 | For the attention of: | The Group Treasurer 
|                 |                       |                     
|Buhrmann US Inc. | Address:              | C/o Hoogoorddreef 62
|                 |                       | 1101 BE Amsterdam   
|                 |                       | P.O. Box 23456      
|                 |                       | 1100 DZ Amsterdam   
|                 |                       | The Netherlands     
|                 |                       |                     
|                 | Fax                   | + 31 20 651 10 17   
|                 |                       |                     
|                 | For the attention of: | The Group Treasurer 

Page 107

---



Back to Contents

|Buhrmann Silver US LLC     | Address:              | 1 Environmental Way       
|-------------------------- | --------------------- | --------------------------
|                           |                       | Broomfield, CO 80021-     
|                           |                       | 3416                      
|                           |                       |                           
|                           | Fax:                  | +31 20 651 10 17          
|                           |                       |                           
|                           | For the attention of: | The Group Treasurer       
|                           |                       |                           
|Buhrmann Stafdiensten B.V. | Address:              | Hoogoorddreef 62          
|                           |                       | 1101 BE Amsterdam         
|                           |                       | Zuidoost                  
|                           |                       | The Netherlands           
|                           |                       |                           
|                           | Fax:                  | +31 20 651 10 17          
|                           |                       |                           
|                           | For the attention of: | The Group Treasurer       
|                           |                       |                           
|Buhrmann Silver S.A.       | Address:              | 398 Route D’Esch          
|                           |                       | L-1471 Luxembourg         
|                           |                       |                           
|                           | Fax:                  | +352 49 48 48 2900        
|                           |                       |                           
|                           | For the attention of: | Mr. G. Becquer            
|                           |                       |                           
|                           | With a copy to:       |                           
|                           |                       |                           
|                           | Address:              | Ilgatlaan 9, 3500 Hasselt,
|                           |                       | Belgium                   
|                           | Fax:                  | +32 11 37 60 44           
|                           |                       |                           
|                           | For the attention of: | The Managing Director     
|                           |                       |                           
|Buhrmann SSC (Europe) N.V. | Address:              | Ilgatlaan 9               
|                           |                       | 3500 Hasselt              
|                           |                       | Belgium                   
|                           |                       |                           
|                           | Fax:                  | +32 11 37 60 44           
|                           |                       |                           
|                           | For the attention of: | The Managing Director     

Page 108

---



Back to Contents

|Corporate Express Office    | Address:              | 1 Environmental Way      
|--------------------------- | --------------------- | -------------------------
|Products, Inc.              |                       | Broomfield, Colorado     
|                            |                       | 80021-3416               
|                            |                       | United States            
|                            |                       |                          
|                            | Fax:                  | 303-664-3604             
|                            |                       |                          
|                            | For the attention of: | The Treasurer            
|                            |                       |                          
|Corporate Express of Texas, | Address:              | 1 Environmental Way      
|Inc.                        |                       | Broomfield, Colorado     
|                            |                       | 80021-3416               
|                            |                       | United States            
|                            |                       |                          
|                            | Fax:                  | 303-664-3604             
|                            |                       |                          
|                            | For the attention of: | The Treasurer            
|                            |                       |                          
|A.S.A.P. Software Express,  | Address:              | 850 Asbury Drive         
|Inc.                        |                       | Buffalo Grove            
|                            |                       | Illinois 60089           
|                            |                       | United States            
|                            |                       |                          
|                            | Fax:                  | +1 847 465 3277          
|                            |                       |                          
|                            | For the attention of: | The Controller           
|                            |                       |                          
|Silver Securitisation B.V.  | Address:              | Herengracht 450          
|                            |                       | 1017 CA Amsterdam        
|                            |                       | The Netherlands          
|                            |                       |                          
|                            | Fax:                  | +31 20 620 8389          
|                            |                       |                          
|                            | For the attention of: | The Managing Director    
|                            |                       |                          
|Deutsche Trustee Company    | Address:              | Winchester House         
|Limited                     |                       | 1 Great Winchester Street
|                            |                       | London                   
|                            |                       | EC2N 2DB                 
|                            |                       |                          
|                            | Fax:                  | 44 20 7547 6732          
|                            |                       |                          
|                            | For the attention of: | The Managing Director    

Page 109

---



Back to Contents

|Deutsche Bank AG London       | Address:              | Winchester House          
|----------------------------- | --------------------- | --------------------------
|                              |                       | 1 Great Winchester Street,
|                              |                       | London                    
|                              |                       | EC2N 2DB                  
|                              |                       |                           
|                              | Fax:                  | 44 20 7547 5782           
|                              |                       |                           
|                              | For the attention of: | Structured Products Group 
|                              |                       | Manager                   
|                              |                       |                           
|Deutsche Bank AG              | Address:              | Herengracht 450           
|Amsterdam                     |                       | 1017 CA Amsterdam         
|                              |                       | The Netherlands           
|                              |                       |                           
|                              | Fax:                  | 31 20 620 8389            
|                              |                       |                           
|                              | Telex:                | 12029                     
|                              |                       |                           
|                              | For the attention of: | Susanne Baltes            
|                              |                       |                           
|Deutsche Bank Luxembourg S.A. | Address:              | 2 Boulevard Konrad        
|                              |                       | Adenauer                  
|                              |                       | L-115 Luxembourg          
|                              |                       |                           
|                              | Fax:                  | 0352 47 31 36             
|                              |                       |                           
|                              | For the attention of: | Adriano Vinciotti         
|                              |                       |                           
|Deutsche Bank AG New York     | Address:              | 60 Wall Street, New York, 
|Branch                        |                       | New York 10005            
|                              |                       |                           
|                              | Fax:                  | 212-469-7210              
|                              |                       |                           
|                              | For the attention of: | Global Asset              
|                              |                       | Securitization, New York  

Page 110

---



Back to Contents

|Erasmus
    Capital Corporation  | Address:              | c/o Global Securitization
|-------------------------------- | --------------------- | -------------------------
|                                 |                       | Services, LLC            
|                                 |                       | 114 West 47thStreet      
|                                 |                       | Suite 1715               
|                                 |                       | New York                 
|                                 |                       | New York 10036           
|                                 |                       | U.S.A.                   
|                                 |                       |                          
|                                 | Fax:                  | + 1 212 302 8767         
|                                 |                       |                          
|                                 | For the attention of: | Frank Bilotta            
|                                 |                       |                          
|Silver Funding
    Limited       | Address:              | Whiteley Chambers        
|                                 |                       | Don Street               
|                                 |                       | St. Helier               
|                                 |                       | Jersey                   
|                                 |                       | Channel Islands          
|                                 |                       |                          
|                                 | Fax:                  | + 44 1534 735328         
|                                 |                       |                          
|                                 | Telex:                | 4192144                  
|                                 |                       |                          
|                                 | For the attention of: | Richard Thomas           
|                                 |                       |                          
|Deutsche
    International       | Address:              | P.O. Box 727             
|Corporate
    Services Limited   |                       | St. Pauls
    Gate      
|                                 |                       | New Street               
|                                 |                       | St. Helier               
|                                 |                       | Delaware JE4 8ZB         
|                                 |                       | Channel Islands          
|                                 |                       |                          
|                                 | Fax:                  | + 44 1534 889884         
|                                 |                       |                          
|                                 | Telex:                | 4192007 MG JAY G         
|                                 |                       |                          
|                                 | For the attention of: | Mark Rumbold             
|                                 |                       |                          
|Deutsche
    International Trust | Address:              | Herengracht 450          
|Company
    N.V.                 |                       | 1017 CA, Amsterdam       
|                                 |                       | The Netherlands          
|                                 |                       |                          
|                                 | Fax:                  | +31 20 620 8389          
|                                 |                       |                          
|                                 | For the attention of: | Jan Rouppe-Van-der-Voort 

Page 111

---



Back to Contents

|Postbank
    N.V.              | Address:              | De Amsterdamse Poort     
|------------------------------ | --------------------- | -------------------------
|                               |                       | Locatie code HG 02.02    
|                               |                       | P.O. Box 1800            
|                               |                       | 1000 BV Amsterdam ZO     
|                               |                       | The Netherlands          
|                               |                       |                          
|                               | Fax:                  | +31 20 652 20 30         
|                               |                       |                          
|                               | For the attention of: | M F Boumans              
|                               |                       |                          
|ABN Amro
    Bank N.V.         | Address:              | Global Clients Amsterdam 
|                               |                       | Gustav Mahlerlaan 10     
|                               |                       | Postbus 90               
|                               |                       | 1000 AB Amsterdam        
|                               |                       | The Netherlands          
|                               |                       |                          
|                               | Fax:                  | +31 20 628 77 55         
|                               |                       |                          
|                               | For the attention of: | Mr F.L.D. Nivard         
|                               |                       |                          
|Harris Bank
    and Trust      | Address:              | 111 West Monroe Street   
|Company                        |                       | Chicago, IL 60690        
|                               |                       | United States            
|                               |                       |                          
|                               | Fax:                  |                          
|                               |                       |                          
|                               | For the attention of: |                          
|                               |                       |                          
|Rabobank
    International,    | Address:              | Thames Court             
|London Branch                  |                       | One Queenhithe           
|                               |                       | London EC4V 3RL          
|                               |                       |                          
|                               | Fax:                  | +44 20 7809 3500         
|                               |                       |                          
|                               | For the attention of: | Legal Department         
|                               |                       |                          
|Buhrmann
    Silver Financing, | Address:              | c/o Global Securitization
|LLC                            |                       | Services LLC, 114 West   
|                               |                       | 47thStreet, New York,    
|                               |                       | New York 10036           
|                               |                       |                          
|                               | Fax:                  | + 1 212 302 8767         
|                               |                       |                          
|                               | For the attention of: | Frank Bilotta            

Page 112

---



Back to Contents

A party may notify any of the other parties to any of the Transaction Documents including without limitation the Dutch Collection Account Banks of a change to its name, relevant addressee, address or fax number for the purposes of this Clause 7.2, provided that such notice shall only be effective on:

|(a) | the date specified in the notice as the date on which the change is to take place; or                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                        
|(b) | if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date following five Business Days after notice of any change has been given.

WAIVERS; REMEDIES
CUMULATIVE

8.1     No
failure or delay by any party hereto in exercising any right, power or privilege
under this Deed
or any Transaction Document to which it is a party or available at law shall
impair such right, power or remedy or operate as a waiver thereof. The single
or partial exercise of any right, power or remedy under this Deed or any Transaction
Document to which it is a party or at law shall not preclude any other or further
exercise thereof or the exercise of any other right, power or remedy under this
Deed or any Transaction Document to which it is a party or at law.

8.2     The
rights of any party to any Transaction Document shall not be capable of being
waived otherwise than
by an express waiver in writing.

8.3     The
rights, powers and remedies provided in this Deed and any Transaction Document
to which it is
a party are cumulative and may be exercised as often as they are considered appropriate
and are in addition to any rights and remedies provided by law.

MODIFICATION AND
WAIVER

9.     No
amendment, modification or variation of any or all of the Transaction Documents
shall be effective unless
it is in writing and signed by or on behalf of each of the parties to the relevant
Transaction Document to be so modified or varied.

ENTIRE AGREEMENT

10.   Each
and every Transaction Document sets out the entire agreement and understanding
between the parties
in respect of the subject matter of the agreements contained therein. It is agreed
that:

|(a) | no party has entered
        into any Transaction Document in reliance upon any representation, warranty
        or undertaking of any other party which is not expressly set out or referred
    to in any such Transaction Document;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 113

---



Back to Contents

|(b) | except for breach of an express representation or warranty under any Transaction Document no party shall have any claim or remedy under any of the Transaction Documents in respect of misrepresentation (whether negligent or otherwise, and whether made prior to or at the time of execution of the Transaction Documents) or untrue statement made by any other party;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                           
|(c) | this Clause shall not exclude any liability for fraudulent misrepresentation.                                                                                                                                                                                                                                                                                             

LIMITED RECOURSE
AND NON PETITION

11.1Limited Recourse:  Notwithstanding any other provision of this Deed and the other Transaction Documents, each Transaction Party agrees and acknowledges with the European Master Purchaser, the US Master Purchaser, the European Receivables Warehouse Company, Erasmus, the Silver Note Issuer, the Silver Note Purchaser and the MTN Issuer that, save as otherwise provided for in any Transaction Document:

|(a) | it will only have recourse in respect of any amount, claim or obligation due or owing to it by the US Master Purchaser, the European Receivables Warehouse Company and the MTN Issuer, as referred to in Clauses 7.3 and 8.3 of the US Master Purchaser Guarantee and Security Agreement, Clauses 7.3 and 8.3 of the European Master Purchaser Deed of Charge, Clauses 7.3 and 8.3 of the European Receivables Warehouse Company Deed of Charge, Clauses 7.2, 7.3, 8.3 and 8.4 of the MTN Issuer Deed of Charge, Clauses 5.2 and 6.3 of the Silver Note Issuer Deed of Charge and Clauses 6.7 and 7.2 of the Silver Note Issuer Security Agreement (theClaims) only to the extent of available funds pursuant to Clauses 7.3 and 8.3 of the US Master Purchaser Guarantee and Security Agreement, Clauses 7.3 and 8.3 of the European Master Purchaser Deed of Charge, Clauses 7.3 and 8.3 of the European Receivables Warehouse Company Deed of Charge and Clauses 7.2, 7.3, 8.3 and 8.4 of the MTN Issuer Deed of Charge, Clauses 5.2 and 6.3 of the Silver Note Issuer Deed of Charge and Clauses 6.3 and 7.2 of the Silver Note Issuer Security Agreement, as applicable and subject to the provisos in such Clauses, which shall be applied by the Security Agent and the MTN Security Trustee, as the case may be, subject to and in accordance with the terms thereof and after all other prior ranking claims in respect thereof have been satisfied and discharged in full;                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b) | following
       the application of funds following enforcement of the security interests
       created under the US Master Purchaser Guarantee and Security Agreement,
       the European Master Purchaser Deed of Charge, the European Receivables
       Warehouse Company Deed of Charge and the MTN Issuer Deed of Charge, as
       applicable, subject to and in accordance with Clause 8.3 of the US Master
       Purchaser Guarantee and Security Agreement, Clause 8.3 of the European
       Master Purchaser Deed of Charge, Clauses 8.3 of the European Receivables
       Warehouse Company Deed of Charge, Clauses 8.3 and 8.4 of the MTN Issuer
       Deed of Charge, Clause 6.3 of the Silver Note Issuer Deed of Charge and
       Clause 7.2 of the Silver Note Issuer Security Agreement, the European
       Master Purchaser, the US Master Purchaser, the European Receivables Warehouse
       Company, Erasmus, the Silver Note Issuer, the Silver Note Purchaser and
       the MTN Issuer will have no assets available for payment of their obligations
       under this Deed, the US Master Purchaser Guarantee and Security Agreement,
       the European Master Purchaser Deed of Charge, the European Receivables
       Warehouse Company Deed of Charge, the Silver Note Issuer Security Agreement,
       the Silver Note Issuer Deed of Charge and the MTN Issuer Deed of Charge
       and the other Transaction Documents other than as provided for pursuant
       to the US Master Purchaser Guarantee and Security Agreement, the European
       Master Purchaser Deed of Charge, the European Receivables Warehouse Company
       Deed of Charge and the MTN Issuer Deed of Charge, as applicable, and that
       their respective Claims will accordingly be extinguished to the extent
    of any shortfall; and

Page 114

---



Back to Contents

|(c) | the respective
        obligations of the European Master Purchaser, the US Master Purchaser,
        the European Receivables Warehouse Company, Erasmus, the Silver Note
        Issuer, the Silver Note Purchaser and the MTN Issuer under this Deed,
        the US Master Purchaser Guarantee and Security Agreement, the European
        Master Purchaser Deed of Charge, the European Receivables Warehouse Company
        Deed of Charge and the MTN Issuer Deed, the Silver Note Issuer Security
        Agreement, the Silver Note Issuer Deed of Charge and the other Transaction
        Documents will not be obligations or responsibilities of, or guaranteed
    by, any other person or entity.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11.2Non
        Petition:
        each Transaction Party (acting in any capacity whatsoever) hereby agrees
        and acknowledges with the European Master Purchaser, the US Master Purchaser,
        the European Receivables Warehouse Company, Erasmus, the Silver Note
        Issuer, the Silver Note Purchaser, the MTN Issuer, the MTN Security Trustee
        and the Security Agent that it shall not:

|(a) | take any corporate action or other steps or legal proceedings for the winding-up, dissolution or re-organisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of the European Master Purchaser, the European Receivables Warehouse Company, the US Master Purchaser, Erasmus, the Silver Note Issuer, the Silver Note Purchaser and the MTN Issuer, as applicable or of their revenues and assets (other than as permitted by the US Master Purchaser Guarantee and Security Agreement, the European Master Purchaser Deed of Charge, the European Receivables Warehouse Company Deed of Charge, the Silver Note Issuer Security Agreement, the Silver Note Issuer Deed of Charge and the MTN Issuer Deed) nor take any steps for the assets of the European Master Purchaser, the European Receivables Warehouse Company, Erasmus, the Silver Note Issuer, the Silver Note Purchaser, the US Master Purchaser or the MTN Issuer to be declareden
    désastre; or
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 115

---



Back to Contents

|(b) | take any steps
        for the purpose of obtaining payment of any amounts payable to it under
        this Deed, the US Master Purchaser Guarantee and Security Agreement,
    the European Master Purchaser Deed of Charge, the European Receivables Warehouse
        Company Deed of Charge, the Silver Note Issuer Security Agreement, the
        Silver Note Issuer Deed of Charge and the MTN Issuer Deed or any other
        Transaction Document and shall not take any steps to recover any debts
        whatsoever owing to it by the European Master Purchaser, the European
        Receivables Warehouse Company, Erasmus, the Silver Note Issuer, the Silver
        Note Purchaser, the US Master Purchaser or the MTN Issuer (other than
        in accordance with the US Master Purchaser Guarantee and Security Agreement,
        the European Master Purchaser Deed of Charge, the European Receivables
        Warehouse Company Deed of Charge, Silver Note Issuer Security Agreement,
    the Silver Note Issuer Deed of Charge or the MTN Issuer Deed).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11.3Recourse
        Against Certain Parties:
    No recourse under any obligation, covenant, or agreement of any European
    Receivables Warehouse Company Secured Creditor (acting in any capacity whatsoever),
    any European Master Purchaser Secured Creditor (acting in any capacity whatsoever,
    including as a Buhrmann European Noteholder), any US Master Purchaser Secured
    Party (acting in any capacity whatsoever, including as a Buhrmann US Noteholder),
    any MTN Issuer Secured Creditor (acting in any capacity whatsoever, including
    as an MTN Noteholder) or any Silver Secured Party (acting in any capacity
    whatsoever, including as Silver Noteholder) contained in any Transaction
    Document shall be had against any shareholder, officer or director of any
    European Receivables Warehouse Company Secured Creditor, any European Master
    Purchaser Secured Creditor, any US Master Purchaser Secured Party or any
    MTN Issuer Secured Creditor as such, by the enforcement of any assessment
    or by any proceeding, by virtue of any statute or otherwise, it being expressly
    agreed and understood that each Transaction Document is a corporate obligation
    of each European Receivables Warehouse Company Secured Creditor, European
    Master Purchaser Secured Creditor, US Master Purchaser Secured Party or each
    MTN Issuer Secured Creditor or any Silver Secured Party (acting in any capacity
    whatsoever, including as Silver Noteholder) and no personal liability shall
    attach to or be incurred by the shareholders, officers, agents, employees
    or directors of any European Receivables Warehouse Company Secured Creditor,
    European Master Purchaser Secured Creditor, US Master Purchaser Secured Party
    or any MTN Issuer Secured Creditor or any Silver Secured Party (acting in
    any capacity whatsoever, including as Silver Noteholder) as such, or any
    of them, under or by reason of any of the obligations, covenants or agreements
    of any European Receivables Warehouse Company Secured Creditor, European
    Master Purchaser Secured Creditor, US Master Purchaser Secured Party or any
    MTN Issuer Secured Creditor or any Silver Secured Party (acting in any capacity
    whatsoever, including as Silver Noteholder) contained in any Transaction
    Document, or implied therefore, and that any and all personal liability for
    breaches by such party of any such obligations, covenants or agreements,
    either at law or by statute or constitution, of every such shareholder, officer,
    agent, employee or director is hereby expressly waived by the other parties
    as a condition of and consideration for the execution of this Deed.

Page 116

---



Back to Contents

CONDITIONS PRECEDENT

12.     Any
amendment and restatement to the Transaction Documents shall not come into effect
until each of the items
set out in Schedule 2 have been satisfied or delivered to the Cash Manager and
the Security Agent, each in such form and substance as is satisfactory to the
Cash Manager.

MISCELLANEOUS
PROVISIONS

Evidence of indebtedness

13.1    In any
proceeding, action or claim relating to any Transaction Document a statement
as to any amount due which is certified as being correct by an officer of the
Security Agent shall, unless otherwise provided in the Transaction Document or
this Deed, or in the case of manifest error, beprima facieevidence that such amount is in fact due and payable.

Severability

13.2    Any provision
of any Transaction Document or this Deed which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.
To the extent permitted by applicable law, each of the parties hereto hereby
waives any provision of law but only to the extent permitted by law which renders
any provision of any Transaction Document prohibited or unenforceable in any
respect.

Assignability

13.3    Save
as specifically provided in any Transaction Document, none of the rights or obligations
of the parties to any Transaction Document may be assigned or transferred to
any other person without the prior written consent of the Security Agent save
that:

|(a) | the European Master Purchaser or the US Master Purchaser may assign its rights and benefits under the European Master Purchaser Funding Deed or the US Master Purchaser Funding Agreement, as the case may be, to the Security Agent pursuant to the European Master Purchaser Deed of Charge;                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | the Security Agent may assign any or all of its rights or benefits under the European Master Purchaser Funding Deed to any successor or additional security agent appointed pursuant to the European Master Purchaser Deed of Charge or the US Master Purchaser Guarantee and Security Agreement, as the case may be; and                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(c) | the
       Silver Security Agent may assign any or all of its rights or benefits
       under the Silver Note Issuer Security Agreement and/or the Silver Note
       Issuer Deed of Charge to any successor or additional security agent appointed
       pursuant to, as applicable, the Silver Note Issuer Security Agreement
       or the Silver Note Issuer Deed of Charge.

Page 117

---



Back to Contents

No Set-Off

13.4    Except as otherwise provided in the Transaction Documents, all payments required to be made under the Transaction Documents (including any Buhrmann Note) shall be calculated without reference to any set-off or counterclaim and shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim, save as provided by mandatory provisions of law.

Indemnity for Fees, Costs and Expenses

13.5    Buhrmann US hereby agrees to indemnify each Originator for the total amount of all fees, costs and expenses incurred by it under any of the Transaction Documents.

Payments made by SSC

13.6    Without prejudice to any other provision of any of the Transaction Documents, to the extent that any payment obligation is required to be made by a Buhrmann subsidiary, such payment obligation shall be deemed satisfied if paid in full and on time by SSC and SSC shall be entitled to be reimbursed by the relevant Buhrmann subsidiary to the extent such subsidiary has funds available and is permitted to make such payment under the Transaction Documents. Nothing in this Clause shall prejudice any right or claim that any party to any of the Transaction Documents may have against the relevant Buhrmann subsidiary and the Buhrmann subsidiary shall remain liable and responsible for such payment.

Calculations in accordance with IFRS

13.7    All accounting measures (including but not limited to EBITDAE, cash interest expense, capital expenditures etc) not defined in this agreement shall be deemed defined in accordance with International Financial Reporting Standards (IFRS).

The calculations pursuant to the Buhrmann Group Leverage Ratio, the Buhrmann Group Interest Coverage Ratio and the Buhrmann Group Fixed Charge Coverage Ratio shall be made in accordance with IFRS it being understood that, consistent therewith, all amounts used in making such calculations shall be determined in euros, converting all amounts in other currencies into euros in a manner consistent with IFRS, except that, for the purposes of calculating the numerator only of the Buhrmann Group Leverage Ratio any amounts expressed in currencies other than euros shall be converted into euros for the exchange of such currency into euros for the period of 30 consecutive days ending one Business Day prior to the respective determination of the Buhrmann Group Leverage Ratio.

Page 118

---



Back to Contents

To the extent any acquisition and/or divestment of equity interests and/or assets constituting an entire business has occurred during the relevant test period, EBITDAE (for purposes of the calculations pursuant to the Buhrmann Group Leverage Ratio) for the Buhrmann Group shall be determined for the respective test period on a pro forma basis for such occurrences.

Payment of fees

13.8     The parties hereto
agree that the payment of fees by any Buhrmann Group entity pursuant to the Buhrmann
Programme Fee Letter or other relevant Transaction Documents shall be sufficient
to discharge the relevant Buhrmann Group entity from its obligation to pay in
respect of that fee payment only and for the avoidance of doubt, there shall
be no double counting or double payment in relation to the fees pursuant to the
Buhrmann Programme Fee Letter and other relevant Transaction Documents.

COUNTERPARTS

14.      Each of the Transaction Documents, including this Master Definitions and Framework Deed, can be executed in any number of counterparts and by the parties to it on separate counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument.

GOVERNING LAW

15.      This Deed shall be governed by, and construed in accordance with, the laws of England; provided that any definitions or provisions contained herein that are incorporated into any agreement, instrument or other document governed by the law of the State of New York or the law of the State of Delaware shall, as so incorporated, be governed by and construed in accordance with the law of the State of New York or the law of the State of Delaware, respectively.

CONTRACTS (RIGHTS
OF THIRD PARTIES) ACT 1999

16.      In relation to each Transaction Document, a person who is not a party to such Transaction Document shall, unless otherwise expressly provided in a Transaction Document, have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the terms thereof.

APPLICATION OF TRUSTEE ACTS

17.1Disapplication of Trustee Acts:To the fullest extent permitted by law, none of Parts II, III, IV, or V of the Trustee Act 2000 in exercising any of the powers contained in Sections 15 or 22 of the Trustee Act 1925 shall apply to any trust constituted by the Transaction Documents or to the role of the Security Agent, the MTN Trustee or the MTN Security Trustee in relation to such trusts.

Page 119

---



Back to Contents

17.2Exercise of Rights and Powers:Any exercise by the Security Agent of any rights or powers under the Transaction Documents that are the same as or similar to any rights or powers conferred on a trustee by the Trustee Act 2000 shall be construed solely as the exercise of the relevant rights or powers under the Transaction Documents and not as the exercise of the same or any similar rights or powers under the Trustee Act 2000.

17.3Securities:For the avoidance of doubt, (a) the Security Agent, the MTN Trustee and the MTN Security Trustee may retain or invest in securities payable to bearer without appointing a person to act as a custodian and (b) the application of sections 22 or 23 of the Trustee Act 2000 is inconsistent with the terms of the Transaction Documents.

17.4Exclusion of Trustee Act 2000:The disapplication of certain parts or sections of the Trustee Act 2000 as provided herein shall constitute an exclusion of the relevant parts of the Trustee Act 2000 for the purposes of that act.

IN WITNESS WHEREOFthis Deed has been executed and delivered by the parties hereto as a deed on the date above mentioned.

Page 120

---



Back to Contents

APPENDIX

Additional Originator Accession
  Agreement

|To:   | Security Agent                
|----- | ------------------------------
|      |                               
|From: | Proposed Additional Originator

Master Definitions and Framework Deed (as amended
  and restated on 28 September 2001, 18 July 2002 and 16 April 2003)(theMaster Definitions and Framework Deed)

We refer to Clause 4 of the Master Definitions
  and Framework Deed.

Name of Company incorporated in •
  with registered number • agrees to become an Additional relevant country
  Originator and to be bound by the terms of specify relevant Transaction Documents
  in accordance with Clause 4 of the Master Definitions and Framework Deed.

The address for notices of the proposed Additional
  relevant country Originator is •.

This Agreement is governed by English law.

|By:                  | 
|-------------------- | 
|                     | 
|.......................................        | 
|Authorised Signatory | 

Page 121

---



Back to Contents

SCHEDULE 1

Buhrmann Termination Events

The occurrence of any of the following events
  shall constitute a Buhrmann Termination Event:

|(a) | Non-Payment:the Parent,
      any Originator, the European Receivables Warehouse Company, the Master Servicer
      or any Sub-Servicer fails to pay any amount due under any of the Transaction
      Documents within three Business Days of its due date or demand (if so payable)
      or make material payments or deposits as required;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b) | Master Servicers Report:the Master Servicer fails to deliver the Master Servicers Monthly
      Report within five Business Days of the due date for delivery thereof (the
      Due Date) provided that a Buhrmann Termination Event shall
      not occur if the Master Servicer has provided within five Business Days
      of the Due Date a Master Servicers Daily Report as at any of the three
      Business Days immediately preceding the Due Date or the Business Day immediately
      following the Due Date;                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(c) | Breach of Obligations:the
      Parent, any Originator, the European Receivables Warehouse Company, the
      Master Servicer or any Sub-Servicer fails in any material respect to observe
      or perform any of its obligations under the Transaction Documents or under
      any undertaking or arrangement entered into in connection therewith other
      than an obligation of the type referred to in paragraphs (a) or (b) above
      or (s), (t) or (u) below and, in the case of a failure capable of being
      remedied, the Security Agent does not determine, within 14 days after the
      Originator or the Security Agent became aware of the failure, that it has
      been remedied to its satisfaction;                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(d) | Misrepresentation:any
      representation, warranty or statement which is made (or deemed or acknowledged
      to have been made) by the Parent, any Originator, the European Receivables
      Warehouse Company, the Master Servicer or any Sub-Servicer (other than a
      warranty relating to a US Receivable which was made on the US Contribution
      Date for such US Receivable), in the Transaction Documents or which is contained
      in any certificate, statement, legal opinion or notice provided under or
      in connection with the Transaction Documents proves to be incorrect in any
      material respect, or if repeated at any time with reference to the facts
      and circumstances subsisting at such time would not be accurate in all material
      respects unless, if curable, cured to the satisfaction of the Security Agent
      within 7 days of notification by the Security Agent to the relevant person;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(e) | Invalidity:any material
      provision of any of the Transaction Documents is or becomes, for any reason,
      invalid or unenforceable and the European Master Purchaser, the US Master
      Purchaser, the Security Agent, any Buhrmann European Note
      Purchaser and/or any Buhrmann US Note Purchaser would be prejudiced by such
      provision being or becoming invalid or unenforceable;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    



Page 122

---



Back to Contents

|(f) | Material Adverse
      Change and Cessation of Business:
|--- | --------------------------------------------------------
|    |                                                         
|    | (i)                                                     
|    |                                                         
|    | (ii)                                                    
|    |                                                         
|(g) | Cross-default:                                          
|    |                                                         
|    | (i)                                                     
|    |                                                         
|    | (ii)                                                    
|    |                                                         
|    | (iii)                                                   



Page 123

---



Back to Contents

|(h) | Appointment of Receiver, Legal Process:an
        encumbrancer takes possession of, or a trustee, administrative receiver,
        receiver or similar officer is appointed in respect of, all or any part
        of the property, business, undertaking or assets of any of the Parent,
        any Originator, the European Receivables Warehouse Company, the Master
        Servicer or any Sub-Servicer having an aggregate value in excess of US$50
        million or distress or any form of execution is levied or enforced upon
        or sued out against any such property, business, undertakings, assets
        or revenues having an aggregate value in excess of US$50 million or any
        security interest which may for the time being affect any of its or their
        respective assets becomes enforceable, unless in any such case the Security
        Agent certifies that in its opinion such event will not materially prejudice
        the ability of the Parent, the relevant Originator, the European Receivables
        Warehouse Company, the Master Servicer or, as the case may be the relevant
        Sub-Servicer to observe or perform its obligations under the Transaction
        Documents and for this purpose, the Security Agent shall be entitled
        to assume if the Rating Condition is satisfied that such event is not
        materially prejudicial;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(i) | Insolvency:the Parent,any
          Originator, the European Receivables Warehouse Company, the Master
          Servicer, the relevant Sub-Servicer is or becomes or is declared to
          be insolvent or is or becomes unable to pay its debts as they fall
          due or suspends or threatens to suspend making payments (whether of
    principal or interest) with respect to all or any class of its debts;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(j) | Composition:the Parent, any Originator,
        the European Receivables Warehouse Company, the Master Servicer or any
        Sub-Servicer convenes a meeting of its creditors or proposes or makes
        any arrangement or composition with, or any assignment for the benefit
        of, or any moratorium with, or any suspension of payments to its creditors
        or any other corporate action is taken or any legal proceedings are commenced
        by the Parent, any Originator, the European Receivables Warehouse Company,
        the Master Servicer or any Sub-Servicer with a view to any such composition,
    arrangement, assignment or moratorium being made;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(k) | Winding Up, Administration:a petition
        (other than a petition which is being disputed in good faith and on reasonable
        grounds by the Parent, the relevant Originator, the European Receivables
        Warehouse Company, the Master Servicer or the relevant Sub-Servicer)
        is presented or a meeting is convened for the purpose of considering
        a resolution or other preparatory steps are taken (whether out of court
        or otherwise) or legal proceedings are commenced for the winding-up,
        liquidation, dissolution, administration, reorganisation, rehabilitation,
        or controlled management of the Parent, any Originator, the European
    Receivables Warehouse Company, the Master Servicer and/or any Sub-Servicer;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

Page 124

---



Back to Contents

|(l) | Analogous Proceedings:an
      event analogous to any of the events specified in paragraphs (h), (i), (j)
      or (k) occurs under the laws of any relevant jurisdiction;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(m) | Security Interest:(i)
      any Originator, the European Receivables Warehouse Company or the Master
      Servicer creates or grants any security interest or permits any Encumbrance
      to arise over or in relation to (1) any Receivable; or (2) any proceeds
      of or sums received or payable in respect of a Receivable; (ii) any Originator
      creates or grants any security interest or permits any Encumbrance to arise
      over or in relation to over or in relation to the Collection Accounts; or
      (iii) the European Receivables Warehouse Company, either Master Purchaser
      or the Master Servicer creates or grants any security interest or permits
      any Encumbrance to arise over or in relation to any of the assets or any
      bank account of the European Receivables Warehouse Company or either Master
      Purchaser, except in each case as contemplated by the Transaction Documents;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(n) | Dispute:any Originator
        or the European Receivables Warehouse Company disputes, in any manner
        the validity or efficacy of any sale and purchase or contribution of
        a Receivable under the relevant European Master Receivables Purchase
        Agreement, the relevant Onward European Master Receivables Purchase Agreement
    or the US Contribution Agreement, as the case may be;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(o) | Illegality:it becomes
        impossible or unlawful for any Originator, the European Receivables Warehouse
        Company or the Master Servicer to continue its business and/or discharge
    its obligations as contemplated by the Transaction Documents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(p) | The European Master Purchaser
          Deed of Charge:for any reason the Security Agent certifies that
          in its opinion the European Master Purchaser Charged Property or the
          European Master Purchaser Deed of Charge is in danger of being taken
          under any process of law or the European Master Purchaser Charged Property
          is or may be in jeopardy in any respect considered by the Security
    Agent to be material;                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(q) | The US Master Purchaser Guarantee
          and Security Agreement:for any reason the Security Agent certifies
          that in its opinion the US Master Purchaser Collateral or the US Master
          Purchaser Guarantee and Security Agreement are in danger of being taken
          under any process of law or the US Master Purchaser Collateral is or
          may be in jeopardy in any respect considered by the Security Agent
          to be material or the Security Agent ceases to have a first priority
    perfected security interest in any of the US Master Purchaser Collateral;                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(r) | The European Receivables
          Warehouse Company Deed of Charge: for any reason the Security Agent
          certifies that in its opinion the European Receivables Warehouse Company
          Charged Property or the European Receivables Warehouse Company Deed
          of Charge is in danger of being taken under any process of law or the
          European Receivables Warehouse Company Charged Property is or may be
    in jeopardy in any respect considered by the Security Agent to be material;                                                                                                                                                                                                                                                                                                                                                                                                                         



Page 125

---



Back to Contents

|(s) | Breach of Warranty Regarding
      the Receivables:any Originator fails to repurchase or substitute a
      Receivable having become obliged to do so, in accordance with terms of the
      relevant European Master Receivables Purchase Agreement or, as the case
      may be, the US Contribution Agreement or the European Receivables Warehouse
      Company fails to repurchase or substitute a European Receivable having become
      obliged to do so, in accordance with the terms of the relevant Onward European
      Master Receivables Purchase Agreement;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(t) | Collection Account:any
      of the Originators or the Master Servicer fails to pay any sum received
      in respect of a relevant Receivable into the relevant Collection Account
      in accordance with the terms of, the Servicing Agreement within one Business
      Day of the specified date, or makes any transfers from or debits to any
      Collection Account otherwise than in accordance with the relevant Servicing
      Agreement;                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(u) | Counterparty Files:any
      Originator fails to deliver a Counterparty File within seven Business Days
      of its due date;                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(v) | European Master Purchaser
      Event of Default, US Master Purchaser Event of Default or the European Receivables
      Warehouse Company Event of Default: the occurrence of a European Master
      Purchaser Event of Default, a US Master Purchaser Event of Default or a
      European Receivables Warehouse Company Event of Default; or                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(w) | Stop Funding Events:the
      occurrence of (i) any of the European Stop Funding Events set out in paragraphs
      (d), (e), (f) or (g) in the definition thereof on two Calculation Dates
      in any period of 12 consecutive months or (ii) any of the US Stop Funding
      Events set out in paragraphs (c), (d), (e) or (f) in the definition thereof
      on two Calculation Dates in any period of 12 consecutive months.                                                                                                                                        

Page 126

---



Back to Contents

SCHEDULE 2

Conditions Precedent

US Originators

|(a) | Copies of the latest version
      of the Articles of Incorporation of each US Originator together with its
      Certificate of Incorporation and any Certificate of Change of Name certified
      by the Secretary of the relevant US Originator to be a true and up to date
      copy of the original.                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(b) | Copies of the resolutions, in
      form and substance satisfactory to the US Master Purchaser, of the Board
      of Directors of each US Originator authorising the execution, delivery and
      performance of the Transaction Documents to be entered into by the US Originator,
      certified by the Secretary of each US Originator as of the MTN Closing Date,
      which certificate shall state that the resolutions thereby certified have
      not been amended, modified, revoked or rescinded.                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(c) | A certificate as to the incumbency
      and signature of the officers or other employees of the US Originators authorised
      to sign the Transaction Documents on behalf of the US Originators and any
      certificate or other document to be delivered pursuant thereto, certified
      by the Secretary of the US Originators together with evidence of the incumbency
      of such Secretary.                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(d) | A solvency certificate in respect
      of each US Originator in the form set out in Schedule 3 to the US Contribution
      Agreement.                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(e) | All financing statements and
      other documents required to be recorded or filed in order to perfect and
      protect the US Master Purchaser’s ownership interest in the US Receivables
      against all creditors of the US Master Purchaser have been duly filed in
      each filing office necessary for such purpose and all filing fees and taxes,
      if any, payable in connection with such filings have been paid in full and
      the Security Agent has a first priority perfected security interest therein.

Silver Securitisation B.V.

|(a) | Copies of the latest version
      of the constitutional documents certified by the Company Secretary or a
      Director to be a true and up to date copy of the original.                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b) | Officially certified up to date
      Commercial Register excerpts dated no earlier than 6 calendar months prior
      to the date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(c) | Copies of the resolutions of
        the Board of Directors authorising (i) the execution, delivery and performance
        of the Transaction Documents to be entered into by the European Master
        Purchaser
      and (ii) the borrowings contemplated under the European Master Purchaser
        Funding Deed, certified by the Company Secretary or a Director dated
        as
      of the MTN Closing Date, which certificate shall state that the resolutions
      thereby certified have not been amended, modified, revoked or rescinded.

Page 127

---



Back to Contents

|(d) | A certificate as to the incumbency
      and signature of the officers or other employees authorised to sign the
      Transaction Documents on behalf of the European Master Purchaser, and any
      certificate or other document to be delivered pursuant thereto, certified
      by the Company Secretary or a Director of the European Master Purchaser,
      together with evidence of the incumbency of such Company Secretary or Director.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(e) | A solvency certificate.                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(f) | Duly completed mandates in respect
      of the European Master Purchaser Accounts.                                                                                                                                                                                                                                                                                                                                                                  

Buhrmann Silver US LLC

|(a) | Copies of the latest version
      of the LLC Agreement together with its Certificate of Formation and any
      amendment thereto certified by the Secretary or Managing Member, as appropriate,
      to be a true and up to date copy of the original.                                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(b) | Copies of the resolutions of
      the Board of Directors or the Managing Member, as appropriate, authorising
      (i) the execution, delivery and performance of the Transaction Documents
      to be entered into by the US Master Purchaser and (ii) the borrowings contemplated
      under the US Master Purchaser Funding Agreement, certified by the Secretary
      or the Managing Member, as appropriate, as of the MTN Closing Date, which
      certificate shall state that the resolutions thereby certified have not
      been amended, modified, revoked or rescinded.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(c) | A certificate as to the incumbency
      and signature of the officers or other employees authorised to sign the
      Transaction Documents on behalf of the US Master Purchaser and any certificate
      or other document to be delivered pursuant thereto, certified by the Secretary
      or the Managing Member, as appropriate, of the US Master Purchaser together
      with evidence of the incumbency of such Secretary or person authorized to
      sign on behalf of the Manager, as applicable.                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(d) | A solvency certificate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(e) | Duly completed mandates in respect
      of the US Master Purchaser Accounts and the US Master Purchaser Collection
      Accounts, if required.                                                                                                                                                                                                                                                                                                                                                                                                                                         

Buhrmann Silver Financing, LLC

|(a) | Copies of the latest version of the LLC Agreement
        together with its Certificate of Formation and any amendment thereto
        certified by the Secretary or Managing Member, as appropriate, to be
    a true and up to date copy of the original.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 128

---



Back to Contents

|(b) | Copies of the resolutions of
      the Board of Directors or the Managing Member, as appropriate, authorising
      the execution, delivery and performance of the Transaction Documents to
      be entered into by the Silver Note Issuer certified by the Secretary or
      the Managing Member, as appropriate, as of the US Closing Date, which certificate
      shall state that the resolutions thereby certified have not been amended,
      modified, revoked or rescinded.                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(c) | A certificate as to the incumbency
      and signature of the officers or other employees authorised to sign the
      Transaction Documents on behalf of the Silver Note Issuer and any certificate
      or other document to be delivered pursuant thereto, certified by the Secretary
      or the Managing Member, as appropriate, of the Silver Note Issuer together
      with evidence of the incumbency of such Secretary or person authorized to
      sign on behalf of the Manager, as applicable.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(d) | A solvency certificate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(e) | Duly completed mandates in respect
      of the Silver Note Accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(f) | A blank instrument of transfer
      from the Silver Note Issuer transferring the Buhrmann US Notes to the Silver
      Security Agent;                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(g) | A signed power of attorney granted
      by the Silver Note Issuer in favour of the Silver Security Agent.                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(h) | Copies of the latest version
      of the Articles of Incorporation of the Silver Note Issuer together with
      its Certificate of Incorporation and any Certificate of Change of Name certified
      by the Secretary of the Silver Note Issuer to be a true and up to date copy
      of the original.                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(i) | Copy of a duly executed US Internal
      Revenue Service Form W-8BEN.                                                                                                                                                                                                                                                                                                                                                                                                                                        

Buhrmann Silver S.A.

|(a) | Copies of the latest version
      of the constitutional documents certified by the Company Secretary or a
      Director to be a true and up to date copy of the original.                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b) | Officially certified up to date
      Commercial Register excerpts dated no earlier than 6 calendar months prior
      to the date hereof.                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(c) | Copies of the resolutions of
      the Board of Directors authorising the execution, delivery and performance
      of the Transaction Documents to be entered into by the European Receivables
      Warehouse Company, certified by the Company Secretary or a Director dated
      as of the MTN Closing Date, which certificate shall state that the resolutions
      thereby certified have not been amended, modified, revoked or rescinded.

Page 129

---



Back to Contents

|(d) | A certificate as to the incumbency
      and signature of the officers or other employees authorised to sign the
      Transaction Documents on behalf of the European Receivables Warehouse Company,
      and any certificate or other document to be delivered pursuant thereto,
      certified by the Company Secretary or a Director of the European Receivables
      Warehouse Company, together with evidence of the incumbency of such Company
      Secretary or Director.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(e) | A solvency certificate.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(f) | Duly completed mandates in respect
      of the European Receivables Warehouse Company Transaction Accounts.                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

Buhrmann Stafdiensten B.V.

|(a) | Copies of the latest version
      of the constitutional documents certified by the Company Secretary or a
      Director to be a true and up to date copy of the original.                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|(b) | Officially certified up to date
      Commercial Register excerpts dated no earlier than 6 calendar months prior
      to the date hereof.                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|(c) | Copies of the resolutions of
      the Board of Directors authorising the execution, delivery and performance
      of the Transaction Documents to be entered into by the Master Servicer,
      certified by the Company Secretary or a Director dated as of the MTN Closing
      Date which certificate shall state that the resolutions thereby certified
      have not been amended, modified, revoked or rescinded.    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|(d) | A certificate as to the incumbency
      and signature of the officers or other employees authorised to sign the
      Transaction Documents on behalf of the Master Servicer and any certificate
      or other document to be delivered pursuant thereto, certified by the Company
      Secretary or a Director of the Master Servicer together with evidence of
      the incumbency of such Company Secretary or Director.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                
|(e) | A solvency certificate.                                                                                                                                                                                                                                                                                                                                                                                                        

Buhrmann N.V.

|(a) | Copies of the latest version
      of the constitutional documents certified by the Company Secretary or a
      Director to be a true and up to date copy of the original.                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(b) | Officially certified up to date
      Commercial Register excerpts dated no earlier than 6 calendar months prior
      to the date hereof.                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(c) | Copies of the resolutions of
      the Board of Directors authorising the execution, delivery and performance
      of the Transaction Documents to be entered into by the Parent, certified
      by the Company Secretary or a Director of the Parent and dated as of the
      MTN Closing Date which certificate shall state that the resolutions thereby
      certified have not been amended, modified, revoked or rescinded.

Page 130

---



Back to Contents

|(d) | A certificate as to the incumbency and signature of the officers or other employees authorised to sign the Transaction Documents on behalf of the Parent and any certificate or other document to be delivered pursuant thereto, certified by the Company Secretary or a Director of the Parent together with evidence of the incumbency of such Company Secretary or Director.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(e) | A solvency certificate.                                                                                                                                                                                                                                                                                                                                                        

Erasmus Capital Corporation

|(a) | Copies of the latest version of the constitutional documents certified by the Company Secretary or a Director to be a true and up to date copy of the original.                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|(b) | Copies of the resolutions of the Board of Directors authorising the execution, delivery and performance of the Erasmus Documents to be entered into by the Silver Note Purchaser, certified by the Company Secretary or a Director which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|(c) | A certificate as to the incumbency and signature of the officers or other employees authorised to sign the Erasmus Documents on behalf of the Silver Note Purchaser and any certificate or other document to be delivered pursuant thereto, certified by the Company Secretary or a Director of the Silver Note Purchaser together with evidence of the incumbency of such Company Secretary or Director.
|    |                                                                                                                                                                                                                                                                                                                                                                                                          
|(d) | Copy of a duly executed US Internal Revenue Service Form W-9.                                                                                                                                                                                                                                                                                                                                            

Silver Funding Limited

|(a) | Copies of the latest version of the constitutional documents certified by the Company Secretary or a Director to be a true and up to date copy of the original.                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | Copies of the resolutions of the Board of Directors authorising the execution, delivery and performance of the MTN Transaction Documents to be entered into by the MTN Issuer, certified by the Company Secretary or a Director and dated as of the MTN Closing Date, which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded.
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|(c) | A certificate as to the incumbency and signature of the officers or other employees authorised to sign the MTN Transaction Documents on behalf of the MTN Issuer and any certificate or other document to be delivered pursuant thereto, certified by the Company Secretary or a Director of the MTN Issuer together with evidence of the incumbency of such Company Secretary or Director.      
|    |                                                                                                                                                                                                                                                                                                                                                                                                  
|(d) | Copy of a duly executed US Internal Revenue Service Form W-8BEN.                                                                                                                                                                                                                                                                                                                                 

Page 131

---



Back to Contents

Legal Opinions

Unless otherwise agreed between the parties, the following legal opinions are not required to be new legal opinions. Only amended and updated opinions (including inclusion of relevant addressees, as appropriate) are required.

|(a) | A legal opinion of Freshfields Bruckhaus Deringer dated the MTN Closing Date as to matters of English law as to the enforceability of the Transaction Documents governed by English law and other relevant matters.                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(b) | Legal opinions of Freshfields Bruckhaus Deringer dated the MTN Closing Date as to matters of German law (i) as to the sale of the Dutch Receivables and the security created under the European Receivables Warehouse Company German Law Pledge Agreement, the European Master Purchaser German Law Pledge Agreement, the MTN Issuer German Law Pledge Agreement and other relevant matters; and (ii) as to the relevant Erasmus Documents and other relevant matters.                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(c) | A legal opinion of Freshfields Bruckhaus Deringer dated the MTN Closing Date as to matters of Dutch law as to due incorporation and corporate capacity of the Dutch Originators, due execution and authorisation of the Transaction Documents to which they are a party, the Dutch Collection Account Agreements, the European Receivables Warehouse Company Dutch Pledge Agreement, the European Receivables Warehouse Company Dutch Collection Claims Pledge Agreements, the European Master Purchaser Dutch Law Pledge Agreement, the MTN Issuer Dutch Law Pledge Agreement and other relevant matters.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(d) | Legal opinions of Freshfields Bruckhaus Deringer dated the MTN Closing Date as to matters of Dutch tax law (i) as to the security created under the MTN Issuer Dutch Law Pledge Agreement and other relevant matters; and (ii) as to the relevant Erasmus Documents and other relevant matters.                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(e) | A legal opinion of Freshfields Bruckhaus Deringer LLP dated the MTN Closing Date as to matter of New York law as to the transfer of the US Receivables and the security interest created under the US Master Purchaser Guarantee and Security Agreement and the MTN Issuer US Security Agreement, the enforceability of documents governed by New York law and other relevant matters.                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(f) | A legal opinion of Freshfields Bruckhaus Deringer LLP dated the MTN Closing Date as to matter of New York law as to true sale of the US Receivables to the US Master Purchaser and other relevant matters.                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(g) | A legal opinion of Linklaters dated the MTN Closing Date as to matters of New York tax law in respect of the US Originators and US Master Purchaser in relation to the Transaction Documents to which they are a party and other relevant matters.                                                                                                                                                                                                                                                                                                                                                        

Page 132

---



Back to Contents

|(h) | A legal opinion of Linklaters as to matters of Delaware law in respect of the due incorporation and corporate capacity of the US Originators, due execution and authorisation of the Transaction Documents to which they are a party and other relevant matters.                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                           
|(i) | A
       legal opinion of Ogier & Le Masurier dated the MTN Closing Date as
       to matters of Delaware law in respect of the due incorporation and corporate
       capacity of the MTN Issuer, due execution and authorisation of the Transaction
    Documents to which it is a party and other relevant matters.                                    
|    |                                                                                                                                                                                                                                                                                                                                                           
|(j) | A
       legal opinion of Arendt & Medernach dated the MTN Closing Date as
       to matters of Luxembourg law in respect of the due incorporation and corporate
       capacity of the European Receivables Warehouse Company, due execution
       and authorisation of the Transaction Documents to which it is a party
    and other relevant matters.
|    |                                                                                                                                                                                                                                                                                                                                                           
|(k) | A
       legal opinion of Beghin & Feder dated the MTN Closing Date as to matters
       of Luxembourg tax law as to the sale of the Dutch Receivables to the European
    Receivables Warehouse Company and other relevant matters.                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                           
|(l) | A legal opinion of Pilsbury Winthrop as to the compliance by the US Originators, the Parent and the US Master Purchaser with the terms of its existing financing documents.                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                           
|(m) | A
       legal opinion of Richards Layton & Finger dated the Closing Date as
       to matters of Delaware State law in respect of the due incorporation and
    corporate capacity of the US Master Purchaser.                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                           
|(n) | A
       legal opinion of Richards Layton & Finger dated the Closing Date as
       to matters of Delaware State law in respect of insolvency matters of the
    US Master Purchaser.                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                           
|(o) | A legal opinion of Freshfields Bruckhaus Deringer LLP as to the validity of New York law governed security in respect of the Silver Note Issuer.                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                           
|(p) | A legal opinion of Freshfields Bruckhaus Deringer as to the validity of English law governed security in respect of the Silver Note Issuer.                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                           
|(p) | A legal opinion of Illinois legal counsel as to the corporate capcity of ASAP Software Express, Inc.                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                           
|(q) | A
       legal opinion of the relevant Nebraska legal counsel as to the corporate
    capcity of Corporate Express Document & Print Management.                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                           
|(r) | A
       legal opinion of Richards Layton & Finger as to bankruptcy regulation
    and corporate capacity of the Silver Note Issuer and the US Master Purchaser.                                                                                                                                                                                          

Page 133

---



Back to Contents

|(s) | A legal opinion of Latham & Watkins as
        to the corporate capacity of Corporate Express Office Products, Inc.
    and Corporate Express of Texas, Inc.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

General

|(a) | Due execution and delivery of each of the Transaction Documents by the respective parties thereto, and all documentation to be delivered therewith.                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(b) | A
       letter dated the MTN Closing Date from each of the Rating Agencies confirming
       that the existing ratings of P-1 from Moodys and A-1+ from Standard & Poors
       in respect of the commercial paper of Erasmus will remain in effect after
    giving effect to the transactions contemplated by the Transaction Documents.                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(c) | A letter from the auditors relating to the computer systems and dated the MTN Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(d) | Payment in full of all due and payable fees to Rabobank International in its capacities as Silver Security Agent, the Silver Account Bank, the Liquidity Agent, the Silver Cash Administrator, Erasmus Security Trustee and payment of counsel to the Security Agent, Silver Security Agent, the Silver Account Bank, the Liquidity Agent, the Silver Cash Administrator, Erasmus Security Trustee, the Master Purchaser Account Banks, the European Receivables Warehouse Company Account Bank and the MTN Issuer Account Bank or Cash Manager.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(e) | MTN Programme initial conditions precedent set out in the MTN Programme Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                              

Page 134

---



Back to Contents

|EXECUTEDand DELIVERED                                         | )
|------------------------------------------------------------- | -
|as a DEEDby BUHRMANN N.V.                                     | )
|a company incorporated in The                                 | )
|Netherlands, by                                     , being   | )
|a person who, in accordance with the laws                     | )
|of that territory, is acting under the                        | )
|authority of the company                                      | )
|                                                              |  
|EXECUTEDand DELIVERED                                         | )
|as a DEEDby BUHRMANN US INC.                                  | )
|a company incorporated in Delaware,                           | )
|by                                      , being a person who, | )
|in accordance with the laws of that                           | )
|State, is acting under the authority                          | )
|of the company                                                | )
|                                                              |  
|EXECUTEDand DELIVERED                                         | )
|as a DEEDby BUHRMANN                                          | )
|STAFDIENSTEN B.V.a company                                    | )
|incorporated in The Netherlands,                              | )
|by                                      , being               | )
|a person who, in accordance with the laws                     | )
|of that territory, is acting under the                        | )
|authority of the company                                      | )
|                                                              |  
|EXECUTEDand DELIVERED                                         | )
|as a DEEDby SILVER                                            | )
|SECURITISATION B.V.                                           | )
|a company incorporated in The Netherlands                     | )
|by                                      and                   | )
|, being                                                       | )
|a person who, in accordance with the laws                     | )
|of that territory, is acting under
    the authority          | )
|of the company                                                | )
|                                                              |  
|EXECUTEDand DELIVERED                                         | )
|as a DEEDby BUHRMANN SILVER                                   | )
|US LLCa company incorporated in                               | )
|Delaware, by                                      , being     | )
|a person who, in accordance with the laws                     | )
|of that State, is acting under the authority                  | )
|of the company                                                | )

Page 135

---



Back to Contents

|EXECUTEDand DELIVERED                                       | )
|----------------------------------------------------------- | -
|as a DEEDby BUHRMANN SILVER                                 | )
|S.A.a company incorporated in                               | )
|Luxembourg, by                                      , being | )
|a person who, in accordance with the laws                   | )
|of that territory, is acting under the authority            | )
|of the company                                              | )
|                                                            |  
|EXECUTEDand DELIVEREDas a                                   | )
|DEEDby BUHRMANN                                             | )
|SSC (EUROPE) N.V.                                           | )
|a company incorporated in Belgium,                          | )
|by                                      , being             | )
|a person who, in accordance with the                        | )
|laws of that territory, is acting under the                 | )
|authority of the company                                    | )
|                                                            |  
|EXECUTEDand DELIVEREDas a                                   | )
|DEEDby                                                      | )
|(as duly authorised attorney under a Power                  | )
|of Attorney dated                2003)                      | )
|for and on behalf of BUHRMANN                               | )
|UK LIMITEDin the presence of:                               | )
|                                                            |  
|EXECUTEDand DELIVEREDas a                                   | )
|DEEDby                                                      | )
|for and on behalf of Corporate Express                      | )
|Office Products, Inc., as managing                          | )
|member of BUHRMANN SILVER US                                | )
|LLCa limited liability company formed                       | )
|under the law of the State of Delaware                      | )
|                                                            |  
|EXECUTEDand DELIVEREDas a                                   | )
|DEEDby                                                      | )
|(as duly authorised attorney under a Power                  | )
|of Attorney dated               April 2003                  | )
|and the Secretary) for and on behalf of                     | )
|CORPORATE EXPRESS OFFICE                                    | )
|PRODUCTS, INC.                                              | )

Page 136

---



Back to Contents

|EXECUTEDandDELIVEREDas a                                      | )
|------------------------------------------------------------- | -
|DEEDby                                                        | )
|(as duly authorised attorney under a Power                    | )
|of Attorney dated               April 2003                    | )
|and the Secretary) for and on behalf of                       | )
|CORPORATE EXPRESS OF                                          | )
|TEXAS, INC.                                                   | )
|                                                              |  
|EXECUTEDandDELIVEREDas a                                      | )
|DEEDby                                                        | )
|(as duly authorised attorney under a Power                    | )
|of Attorney dated               April 2003)                   | )
|for and on behalf of                                          | )
|A.S.A.P. SOFTWARE EXPRESS, INC.                               | )
|                                                              |  
|EXECUTEDandDELIVEREDas a                                      | )
|DEEDby                                                        | )
|(as duly authorised attorney under a Power                    | )
|of Attorney dated                               2003) for and | )
|on behalf ofDEUTSCHE TRUSTEE                                  | )
|COMPANY LIMITED                                               | )
|in the presence of:                                           | )
|                                                              |  
|EXECUTEDand DELIVERED                                         | )
|as a DEEDby                                                   | )
|DEUTSCHE BANK                                                 | )
|Amsterdam Branchby                                            | )
|and                                                           | )
|                                                              | )
|person who is acting under the authority                      | )
|of the company                                                | )
|                                                              |  
|EXECUTEDandDELIVERED                                          | )
|as a DEEDby                                                   | )
|DEUTSCHE BANK AG LONDON                                       | )
|by                                                            | )
|and                                      , being              | )
|persons who are acting under the authority                    | )
|of the company                                                | )

Page 137

---



Back to Contents

|EXECUTEDand DELIVERED                                       | )
|----------------------------------------------------------- | -
|as a DEEDby                                                 | )
|DEUTSCHE BANK AG NEW YORK                                   | )
|BRANCHby                                                    | )
|and                                      , being            | )
|persons who are acting under the authority                  | )
|of the company                                              | )
|                                                            |  
|EXECUTEDand DELIVERED                                       | )
|as a DEEDby                                                 | )
|DEUTSCHE BANK LUXEMBOURG                                    | )
|S.A.a company incorporated in                               | )
|Luxembourg, by                                      and     | )
|, being a                                                   | )
|person who, in accordance with the laws                     | )
|of that territory, is acting under the authority )         
|of the company                                              | )
|                                                            |  
|EXECUTEDand DELIVEREDas a                                   | )
|DEEDby ERASMUS CAPITAL                                      | )
|CORPORATIONa company incorporated                           | )
|in Delaware by                                      , being | )
|a person who, in accordance with the laws                   | )
|of that territory, is acting under the                      | )
|authority of the company                                    | )
|                                                            |  
|EXECUTEDand DELIVEREDas a                                   | )
|DEEDby SILVER FUNDING                                       | )
|LIMITEDa company incorporated in                            | )
|Jersey by                                      ,being       | )
|a person who, in accordance with the laws                   | )
|of that territory, is acting under the                      | )
|authority of the company                                    | )

Page 138

---



Back to Contents

|EXECUTEDand DELIVEREDas a                        | )
|------------------------------------------------ | -
|DEEDby DEUTSCHE                                  | )
|INTERNATIONAL CORPORATE                          | )
|SERVICES LIMITEDa company                        | )
|incorporated in Jersey by                        | )
|, being                                          | )
|a person who, in accordance with the laws        | )
|of that territory, is acting under the authority | )
|of the company                                   | )
|                                                 |  
|EXECUTEDand DELIVERED                            | )
|as a DEEDby                                      | )
|PRICEWATERHOUSECOOPERS                           | )
|by                                      ,        | )
|being persons who are acting under the           | )
|authority of the limited liability partnership   | )
|                                                 |  
|EXECUTEDand DELIVERED                            | )
|as a DEEDby                                      | )
|COÖPERATIEVE
    CENTRALE                        | )
|RAIFFEISEN-BOERENLEENBANK                        | )
|B.A.(trading as RABOBANK                         | )
|INTERNATIONAL), LONDON                           | )
|BRANCH                                           | )
|by                                               | )
|and                                      , being | )
|persons who are acting under the authority       | )
|of the company                                   | )
|                                                 |  
|EXECUTEDand DELIVEREDas a                        | )
|DEEDby                                           | )
|(as duly authorised attorney under a Power       | )
|of Attorney dated                                | )
|and the Secretary) for and on behalf of          | )
|CORPORATE EXPRESS DOCUMENT                       | )
|& PRINT
    MANAGEMENT, INC.                     | )

Page 139

---



Back to Contents

|EXECUTEDand DELIVEREDas a                       | )
|----------------------------------------------- | -
|DEEDby BUHRMANN SILVER                          | )
|FINANCING, LLC                                  | )
|a company incorporated in the Delaware          | )
|by                                      , being | )
|a person who, in accordance with the            | )
|laws of that territory, is acting under the     | )
|authority of the company                        | )

Page 140

---



Back to Contents

For the purposes of Article 63, sub-paragraph 2 of Council Regulation (EC) No.
    44/2001 of 22 December 2000 on Jurisdiction and the Recognition and Enforcement
    of Judgements in Civil and Commercial Matters, the undersigned hereby expressly
    and specifically accept the jurisdiction of the competent courts of England.

Buhrmann Silver S.A.







By







Deutsche Bank Luxembourg S.A.







By

Page 141

---



Back to Contents

SCHEDULE 2

SERVICING AGREEMENT

27 September 2000(as amended and restated on 28 September 2001, 18 July 2002
and 30 November, 2005)

SILVER SECURITISATION B.V.(as European Master Purchaser and European Registrar)

BUHRMANN SILVER
US LLC
(as US Master Purchaser and US Registrar)

BUHRMANN SILVER FINANCING LLC 
  (as Silver Note Issuer and Silver Note Registrar)

BUHRMANN SILVER S.A.(as European Receivables Warehouse Company)

BUHRMANN STAFDIENSTEN B.V.(as Master Servicer)

A.S.A.P SOFTWARE EXPRESS INC.CORPORATE EXPRESS OFFICE PRODUCTS, INC., CORPORATE EXPRESSDOCUMENT & PRINT
    MANAGEMENT, INC. and
  CORPORATE EXPRESS OF TEXAS, INC.(as US Sub-Servicers)

DEUTSCHE TRUSTEE COMPANY LIMITED
  (as Security Agent and MTN Security Trustee)

PRICEWATERHOUSECOOPERS(as Liquidation Servicer)

BUHRMANN N.V.(as Parent)

COÖPERATIEVE
    CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (trading as
  RABOBANK INTERNATIONAL),
    London Branch
  (as Liquidity Agent, Silver Account Bank, Silver Security Agent
    and Silver Cash
  Administrator)

Page 142

---



Back to Contents



---

SERVICING AGREEMENT

---



Page 143

---



Back to Contents

THIS AGREEMENT was made on 27 September 2000 and amended and restated on 28 September 2001, 18 July 2002 and 30 November, 2005

BETWEEN:

|(1) | SILVER SECURITISATION B.V., a limited liability company incorporated in The Netherlands (registered number 3417596) whose registered office is at Herengracht 450, 1017 CA Amsterdam, The Netherlands (the European Master Purchaser);                                                                                                                                                                                                                                                                                                                                        
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(2) | BUHRMANN SILVER US LLC,
       a Delaware limited liability company whose registered office is at Corporate
       Trust Center, 1209 Orange Street, Wilmington, Delaware and whose principal
       place of business is at 1 Environmental Way, Broomfield, Colorado 80021-3416
    (the US Master Purchaser, and in its capacity as registrar in respect of the Buhrmann US Notes, the US Registrar);                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(3) | BUHRMANN SILVER FINANCING LLC,
       a Delaware limited liability company whose registered office is at Corporate
       Trust Center, 1209 Orange Street, Wilmington, Delaware and whose principal
       place of business is at 1 Environmental Way, Broomfield, Colorado 80021-3416
    (the Silver Note Issuer, and in its capacity as registrar in respect of the Silver Notes, the Silver Note Registrar);                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(4) | BUHRMANN SILVER S.A.,
         a limited liability company incorporated in Luxembourg (registered number
         75881) whose registered office is at 400 Route DEsch L-1471 Luxembourg
    (the European Receivables Warehouse Company);                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(5) | BUHRMANN STAFDIENSTEN B.V., a limited liability company incorporated in The Netherlands (registered number BV243180) whose registered office is at Hoogorddreef 62, 1101 BE Amsterdam Zuidorst, The Netherlands (in its capacity as Master Servicer in respect of the Securitised US Receivables the Master Servicer);                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(6) | CORPORATE
    EXPRESS DOCUMENT & PRINT MANAGEMENT, INC.,a Nebraska corporation having its principal place of business at 4205 South 96thStreet, Omaha, Nebraska 68127 as an Originator under the US Contribution Agreement (in such capacity a US Sub-Servicer);                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(7) | A.S.A.P. SOFTWARE, EXPRESS, INC.an Illinois corporation having a principal place of business at 850 Asbury Drive, Buffalo Grove, Illinois 60089; CORPORATE EXPRESS OFFICE PRODUCTS, INC., a Colorado corporation having its principal place of business at 1 Environmental Way, Broomfield, Colorado 80021-3416; and CORPORATE EXPRESS OF TEXAS, INC., a Delaware corporation having its principal place of business at 1 Environmental Way, Broomfield, Colorado 80021-3416 (each, a US Sub-Servicerand, together with the Dutch Sub-Servicer, the Initial US Sub-Servicers);

Page 144

---



Back to Contents

|(8)  | DEUTSCHE TRUSTEE COMPANY LIMITED(formerly known as Bankers Trustee Company Limited), a limited liability company incorporated in England and Wales (registered under 338230) whose registered office is at Winchester House, 1 Great Winchester Street, London EC2N 2DB (as Security Agent, which expression shall include such person and any other person or persons for the time being acting as the security agent or agents pursuant to the European Master Purchaser Deed of Charge, the US Master Purchaser Guarantee and Security Agreement and the European Receivables Warehouse Company Deed of Charge and as MTN Security Trustee, which expression shall include such person and any other person or persons for the time being acting as the security trustee or trustees pursuant to the MTN Issuer Security Documents);
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(9)  | PRICEWATERHOUSECOOPERSa United Kingdom partnership whose principal place of business is 1 Embankment Place, London WC2N 6RH (the      Liquidation Servicer);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(10) | BUHRMANN N.V., a company registered in The Netherlands whose registered office is at Hoogorddreef 62, 1101 BE Amsterdam Zuidorst, The Netherlands (the Parent); and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(11) | COÖPERATIEVE
    CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.(trading as RABOBANK INTERNATIONAL), LONDON BRANCH (Rabobank International)in its capacity as agent for the Liquidity Banks under the Erasmus Liquidity Facility Agreement referred to below (the Liquidity Agent, which expression shall include its successors and persons deriving title under the Liquidity Facility Agreement as Liquidity Agent thereunder); and in its capacity as Silver Account Bank, Silver Cash Administratorand Silver Security Agent                                                                                                                                                                                                                                                                                                              

WHEREAS:

(A)   Pursuant to the US Contribution Agreement, the US Master Purchaser may purchase
    or acquire from time to time Receivables from the relevant Originators in
    respect thereof subject to and in accordance with the terms of the US Contribution
    Agreement.

(B)    Pursuant to the US Master Purchaser Funding Agreement, each Buhrmann US Note
    Purchaser has, subject to the terms and conditions contained therein, agreed
    to make available to the US Master Purchaser, a committed note issuance facility
    to fund, amongst other things, the acquisition by the US Master Purchaser,
    of certain Receivables.

(C)   Pursuant to the Silver Note Purchase Agreement, the Silver Note Purchaser
    has, subject to the terms and conditions contained therein, agreed to make
    available to the Silver Note Issuer, a committed note issuance facility to
    fund the acquisition by the Silver Note Issuer of the Buhrmann US Notes.

(D)   The Master Servicer is willing to act as agent of the US
Master Purchaser, the Silver Security Agent and the Security Agent in the performance
of certain
    services in
relation to the Securitised US Receivables upon the terms and subject to the
conditions contained in this Agreement.

Page 145

---



Back to Contents

(E)   The Master Servicer is willing to appoint each of the US Sub-Servicers as
    its agent in the performance of certain services in relation to the US Receivables
    upon the terms and subject to the conditions contained in this Agreement,
    and such Sub-Servicers are willing to accept such appointment from the Master
    Servicer.

(F)   Pursuant to the Framework Deed, the Master Servicer may from time to time
    appoint other companies within the Buhrmann Group as Sub-Servicers subject
    to the satisfaction of certain conditions set out therein.

(G)   The Silver Security Agent, the Security Agent and the MTN Security Trustee
    are entering into this Agreement in order to receive the benefit of the warranties,
    covenants, undertakings and indemnities expressed in their favour hereunder
    but the Silver Security Agent, the Security Agent and the MTN Security Trustee
    shall not assume or incur any liability whatsoever to the US Master Purchaser,
    the Master Servicer or the Sub-Servicers by virtue of the provisions contained
    in this Agreement.

IT IS AGREED AS FOLLOWS:

DEFINITIONS AND
INTERPRETATION

1.1   Capitalised terms in this Agreement (including the Recitals) shall, except
    where the context otherwise requires and save where otherwise defined herein,
    bear the meanings ascribed to them in the Master Definitions and Framework
    Deed (the Framework Deed)executed by, among
    others, each of the parties hereto on 27 September 2000 (as amended and restated
    on 28 September 2001, 18 July 2002 and 30 November, 2005) and this Agreement
    shall be construed in accordance with the principles of construction set
    out therein.

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

1.2   This Agreement is the Servicing Agreement referred to in the Framework Deed.

APPOINTMENT OF
MASTER SERVICER

2.1   Appointment:Each of the Silver Note Issuer, the US Master Purchaser, the Silver Security Agent and the Security Agent on behalf of the Buhrmann Noteholders severally hereby appoints the Master Servicer as its lawful agent with effect from the date of this Agreement on its behalf to:

|(a) | arrange for the US Master Purchaser to perform
        its respective functions, duties and obligations under the Transaction
        Documents (including, without limitation, accepting any offer to sell
        on behalf of the
US Master Purchaser);
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Page 146

---



Back to Contents

|(b) | arrange for the Silver Note Issuer to perform its respective functions, duties and obligations under the Silver Transaction Documents;                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                      
|(c) | collect all sums due in relation
       to the Securitised US Receivables and provide administration services
       in relation to the collection of the Securitised US Receivables;
|    |                                                                                                                                                                                      
|(d) | report to the Master Servicer on a daily and monthly basis on the performance of the Securitised US Receivables; and                                                                 
|    |                                                                                                                                                                                      
|(e) | perform those other functions as more particularly described herein,                                                                                                                 

in all such cases as provided for under this Agreement and the other Transaction
    Documents.

2.2   Acceptance of Appointment:  The Master Servicer confirms that it has received a copy of all of the Transaction Documents and accepts the appointment pursuant to Clause 2.1 on the terms and subject to the conditions of this Agreement.

2.3   Authority of Master Servicer:Subject to Clause 2.4, during the continuance of its appointment hereunder, the Master Servicer shall, subject to the terms and conditions of this Agreement have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, desirable, convenient or incidental to the management of the business and administration of the assets of the US Master Purchaser and the Silver Note Issuer or the performance of its duties hereunder.

APPOINTMENT OF
SUB-SERVICERS

3.1   Appointment:The Master Servicer hereby appoints each Initial US Sub-Servicer, and following accession of any Additional Sub-Servicer pursuant to Clause 4 of the Framework Deed, each other Sub-Servicer with respect to the Receivables that were originated by that Sub-Servicer (the Relevant Receivables) as its lawful agent with effect from the date of this Agreement, on its behalf to:

|(a) | maintain all books and records in respect of the Relevant Receivables including documents of title;                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                       
|(b) | collect all sums due in relation to the Relevant Receivables including Delinquent Receivables and Defaulted Receivables and provide administration services in relation to the collection of the Relevant Receivables;                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                       
|(c) | deliver the Invoices File in respect of the Relevant Receivables to the US Master Purchaser on each Business Day and deliver the Counterparty File in respect of the Relevant Receivables to the US Master Purchaser (and, in each case, if so requested, to the Security Agent and the Silver Security Agent) between the 26thday and the last day of each month; and
|    |                                                                                                                                                                                                                                                                                                                                                                       
|(d) | designate on the Invoice File in respect of the Relevant Receivables as ineligible any contract which that Sub-Servicer is aware does not comply with the eligibility criteria set forth in the the US Contribution Agreement.                                                                                                                                        

Page 147

---



Back to Contents

3.2   Acceptance of Appointment:  The Sub-Servicers confirm that they have
received a copy of all of the Transaction Documents and accept their respective
appointment pursuant to Clause 3.1 on the terms and subject to the conditions
of this Agreement.

APPOINTMENT OF
LIQUIDATION SERVICER

4.1   Appointment:The Security Agent and Silver Security Agent on behalf of the Buhrmann Noteholders and Silver Note Purchaser respectively hereby appoint the Liquidation Servicer as its lawful agent with effect from the date of this Agreement on the terms of this Agreement and subject to the Letter of Engagement and Terms and Conditions attached hereto as Schedule 4.  In accordance with Clause 25.10, the Liquidation Servicer will commence performance of the following duties upon the termination of the appointment of the Master Servicer pursuant to Clause 25.1:

|(a) | subject to Clause 26.2 collect all sums due in relation to the Securitised US Receivables and the Silver Notes, provide administration services in relation to the collection of the Securitised US Receivables and ensure that uncollected sums are accounted for;                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                    
|(b) | report on a daily and monthly basis on the performance of the Securitised US Receivables in accordance with Clause 12;                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                    
|(c) | together with the Security Agent and Silver Security Agent, assume responsibility for enforcement action to collect all sums due in relation to the Securitised US Receivables and the Silver Notes;                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                    
|(d) | maintain the books and records relating to the Securitised US Receivables and the Silver Notes and the collection of sums due thereunder;                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                    
|(e) | report to the Security Agent the progress with regard to the collection of sums due in relation to the Securitised US Receivables and the Silver Notes;                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                    
|(f) | liaise with the Cash Manager in connection with the Collection Accounts;                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                    
|(g) | return all monies collected to the Security Agent or Silver Security Agent for application in accordance with Clauses 7.3 or 8.3 of the US Master Purchaser Guarantee and Security Agreement, Clauses 6.3 and 7.2 of the Silver Note Issuer Security Agreement and Clauses 5.2 and 6.3 of the Silver Note Issuer Deed of Charge, as applicable; and
|    |                                                                                                                                                                                                                                                                                                                                                    
|(h) | perform those other functions as more particularly described herein,                                                                                                                                                                                                                                                                               

in all such cases as provided for under this Agreement and the other Transaction
    Documents.

For the avoidance of doubt, the Liquidation Servicer shall not be required to
    audit or verify the Receivables.

In the case of an inconsistency between this Agreement, the Letter of Engagement
    and the Standard Terms and Conditions, this Agreement shall prevail.

Page 148

---



Back to Contents

APPOINTMENT
    OF US REGISTRAR AND THE SILVER NOTE REGISTRAR

5.1   Appointment:

|(a) | The US Master Purchaser hereby appoints the US Registrar as its lawful agent with effect from the date of this Agreement on its behalf to act as registrar in respect of the Buhrmann US Notes in accordance with Clause 21.   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                
|(b) | The Silver Note Issuer hereby appoints the Silver Note Registrar as its lawful agent with effect from the date of this Agreement on its behalf to act as registrar in respect of the Silver Notes in accordance with Clause 21.

5.2   Acceptance of Appointment:

|(a) | The US Registrar confirms that it has received a copy of all of the Transaction Documents and accepts the appointment pursuant to Clause 5.1(a) on the terms and subject to the conditions of this Agreement.                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                              
|(b) | The Silver Note Registrar confirms that it has received a copy of all of the Silver Transaction Documents and accepts the appointment pursuant to Clause 5.1(b) on the terms and subject to the conditions of this Agreement.

REPRESENTATIONS,
WARRANTIES
AND UNDERTAKINGS

6.   In entering into this Agreement, each of the Master Servicer, the US Registrar,
    the Silver Note Registrar and each of the Sub-Servicers hereby warrants and
    represents in respect of itself and the Parent hereby represents and warrants
    in respect of itself, the Master Servicer, the US Registrar, the Silver Note
    Registrar and each of the Sub-Servicers, to the US Master Purchaser, the
    Silver Security Agent, the Security Agent and the MTN Security Trustee as
    follows:

|(a) | Status:it is duly incorporated with limited liability and validly existing under the laws of its jurisdiction of incorporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(b) | Powers and Authorisations:the documents which contain or establish its constitution include provisions which give power, and all necessary corporate authority has been obtained and action taken, for it to own its assets, carry on its business and operations as they are now being conducted and to sign and deliver, and perform the transactions contemplated in, this Agreement and the other Transaction Documents to which it is a party;                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(c) | Legal Validity/Pari Passu Ranking:its obligations under this Agreement and the other Transaction Documents to which it is a party constitute, or when executed by it will constitute, its legal, valid and binding obligations enforceable against it in accordance with their terms. Its obligations hereunder are and will be direct, unconditional and general obligations which rank equally with all its other unsecured obligations and liabilities, present or future, actual or contingent, save for unsecured obligations and liabilities accorded preference over its other unsecured obligations and liabilities pursuant to any provision of the laws of its country of incorporation;

Page 149

---



Back to Contents

|(d) | Non-Violation:its execution, signing and delivery of this Agreement and the other Transaction Documents to which it is a party and its performance of any of the transactions contemplated herein do not and will not contravene or breach or constitute a default under or conflict or be inconsistent with or cause to be exceeded any limitation on it or the powers of its directors imposed by or contained in:
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                               

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(e) | Consents: no authorisation, approval,
        consent, licence, exemption, registration, recording, filing or notarisation
        and no payment of any duty or tax and no other action whatsoever which
        has not been duly and unconditionally obtained, made or taken is required
        to ensure the validity, legality, enforceability or priority of its liabilities
        and obligations or of the rights of the US Master Purchaser, the Silver
    Note Issuer, the Silver Security Agent, the Security Agent or the MTN Security
        Trustee (or any of them) against it under this Agreement or any other
    Transaction Document to which it is a party;

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(f) | No Default:no event has occurred which constitutes, or which with the giving of notice and/or the lapse of time and/or a relevant determination would constitute, a contravention of, or default under, any such law, statute, decree, rule, regulation, order, judgment, injunction, decree, resolution, determination or award (as referred to in sub-Clause (d)) or any agreement, document or instrument by which it or any of its assets is bound or affected, being a contravention or default which could reasonably be expected to have a Material Adverse Effect;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(g) | Tax Liabilities:all material and necessary returns have been delivered by or on behalf of it to the relevant taxation authorities and it is not in material default in the payment of any Taxes, and no material claim is being asserted with respect to Taxes which is not disclosed in the most recent accounts required to be provided by it pursuant to the Transaction Documents;                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(h) | Accounts:if
         it is required, pursuant to the terms of the Transaction Documents,
         to provide audited financial statements, its audited consolidated financial
         statements (including the income statement and balance sheet) for its
         most recent financial year have been prepared on a basis consistently
         applied in accordance with international accounting standards and give
         a true and fair view of the results of the groups operations for
    that year and the state of its affairs at that date;           

Page 150

---



Back to Contents

| | (i) | No Material Adverse Effect:if it is required, pursuant to the terms of the Transaction Documents, to provide audited financial statements, since its most recent audited consolidated financial statements, there has been no change in the financial condition of it or its operations so as to have a Material Adverse Effect;                                                                                                                                                                                                                                                                                                                                                                                
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (j) | Solvency:it is solvent and able to pay its debts as they fall due and has not suspended or threatened to suspend making payments (whether of principal or interest) with respect to all or any class of its debts;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (k) | No Buhrmann Termination Event:no Buhrmann Termination Event or Potential Buhrmann Termination Event has occurred;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (l) | Insolvency Procedures:no corporate action has been taken or is pending, no other steps (whether out of court or otherwise) have been taken and no legal proceedings have been commenced or are threatened or are pending for (i) its winding-up, bankruptcy, suspension of payments, liquidation, dissolution, administration or reorganisation; or (ii) it to enter into any composition or arrangement with its creditors; or (iii) the appointment of a receiver, administrative receiver, manager trustee or similar officer in respect of it or any of its property, undertaking or assets. No event equivalent to any of the foregoing has occurred in or under the laws of any relevant jurisdiction; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (m) | No Litigation:no litigation to which it is a party or which any third party has brought against it in any court, arbitral tribunal or public or administrative body or otherwise and which, if adversely determined will have a Material Adverse Effect.                                                                                                                                                                                                                                                                                                                                                                                                                                                        

COLLECTION
OF RECEIVABLES

7.Receivables:The Master Servicer or, following the termination of the Master Servicers appointment, the Liquidation Servicer, shall collect all amounts due from the Obligors in respect of the Securitised US Receivables and from the US Master Purchaser in an efficient and timely fashion and will ensure that the payment terms of each Securitised US Receivables require payment to be made into one of the Collection Accounts.  In connection with such collections, the Master Servicer or, following the termination of the Master Servicers appointment, the Liquidation Servicer shall present all documents necessary, including documentary credits and bank payment undertakings, in support of such amounts due from the relevant Obligors.

RECORDS
AND ACCOUNTS

8.1The
Ledger Accounts:The
Master Servicer shall establish and maintain the Ledger Accounts on behalf of
the US Master Purchaser.

8.2Ledger
Entries:On
each Business Day, as soon as possible and in any event by close of business
on the Business Day on which the Master Servicer or, following the termination
of the Master Servicers appointment, the Liquidation Servicer identifies
that such amounts have been received or such circumstances have occurred, the
Master Servicer or the Liquidation Servicer, as the case may be, shall make the
following entries in the Ledger Accounts kept for the US Master Purchaser:

Page 151

---



Back to Contents

|(a) | adjust as appropriate each Receivables Ledger by an amount equal to the aggregate of the Face Amounts of all the Receivables which have become Securitised US Receivables on that Business Day;                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                               
|(b) | adjust as appropriate each Receivables Ledger by all amounts identified as representing or constituting moneys received by the US Master Purchaser on such Business Day in relation to a Securitised US Receivable;                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                               
|(c) | adjust as appropriate each DPP Ledger by all amounts received for the account of the US Master Purchaser or the relevant Originator, as the case may be, on such Business Day into a Collection Account in respect of Securitised US Receivables which represent the Deferred Purchase Price element of the Purchase Price of such Securitised US Receivables;
|    |                                                                                                                                                                                                                                                                                                                                                               
|(d) | adjust as appropriate each DPP Ledger by, in the case of the DPP Ledger kept in respect of US dollars for the US Master Purchaser, all amounts by which the Interest of a US Originator has been increased in respect of the Deferred Purchase Price of Securitised US Receivables;                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                               
|(e) | adjust as appropriate each DPP Ledger by all amounts received by the US Master Purchaser on such Business Day in respect of Defaulted Receivables;                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                               
|(f) | adjust as appropriate each IPP Ledger by all moneys received for the account of the US Master Purchaser on such Business Day into a Collection Account in respect of Securitised US Receivables which represent IPP Collections;                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                               
|(g) | adjust as appropriate each IPP Ledger by all amounts which have been applied on such Business Day (i) in redeeming Buhrmann US Notes, (ii) in increasing the Interest of a US Originator as a result of its contribution of US Receivables;                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                               
|(h) | adjust as appropriate each Discount Ledger by all amounts received for the account of the US Master Purchaser on such Business Day into a Collection Account in respect of Securitised US Receivables which represent the Discount element of such Securitised US Receivables;                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                               
|(i) | adjust as appropriate each Discount Ledger by all amounts which have been applied on such Business Day (i) in redeeming Buhrmann US Notes, (ii) in paying US Master Purchaser Senior Expenses, and (iii) in increasing the Interest of a US Originator in respect of Surplus Discount;                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                               
|(j) | adjust as appropriate each Loss Ledger by any part of the Face Amount of each Securitised US Receivable which has not been received by the US Master Purchaser as a result of such Securitised US Receivable becoming a Defaulted Receivable on such Business Day;                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                               
|(k) | adjust as appropriate each Loss Ledger by all amounts received by the US Master Purchaser on such Business Day in respect of Defaulted Receivables;                                                                                                                                                                                                           

Page 152

---



Back to Contents

|(l) | adjust as appropriate each Reserve Ledger by all amounts which have been received by the US Master Purchaser on such Business Day as DPP Collections;                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                
|(m) | adjust as appropriate each Reserve Ledger by an amount equal to the aggregate of the Purchase Price of all Receivables paid by the US Master Purchaser on such Business Day less, in each case, the Initial Purchase Price element of such Receivables as at such Business Day;
|    |                                                                                                                                                                                                                                                                                
|(n) | adjust as appropriate each Credit Note Ledger by all amounts in respect of which a Credit Note has been issued by an Originator to an Obligor; and                                                                                                                             
|    |                                                                                                                                                                                                                                                                                
|(o) | adjust as appropriate each Credit Note Ledger by the aggregate of the amounts in respect of which a Credit Note issued by an Originator to an Obligor has been applied or cancelled.                                                                                           



|8.3 | Allocation
      of Collections:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(a) | For the purpose of Clause 8.2 where, for any reason, the US Master Purchaser has received in cash less than 100 per cent. of the Face Amount of a Securitised US Receivable, all amounts collected in respect of that Securitised US Receivable shall be applied first to the Discount element, secondly to the Initial Purchase Price element and finally to the Deferred Purchase Price element of that Securitised US Receivable.                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(b) | For the purposes of Clause 8.2, references to moneys received by the US Master Purchaser in respect of a Securitised US Receivable shall be to the net amount of the moneys actually received in respect of the relevant Securitised US Receivable.                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(c) | For the purposes of Clause 8.2, references to moneys received by the US Master Purchaser in respect of a Securitised US Receivable shall include those moneys deemed to have been derived from Securitised US Receivables in accordance with Clause 2.2 of the US Collection Account Agreement.                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(d) | If an amount has been credited to the Loss Ledger in respect of a Defaulted Receivable and subsequently, any amount is collected in respect of such Defaulted Receivable, then all such amounts shall constitute part of the Deferred Purchase Price element of the collections in respect of the relevant purchased Securitised US Receivable and a debit entry for such an amount shall be made to the applicable DPP Ledger.                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(e) | If a person owing a payment obligation in respect of any Receivable(s) makes a general payment to an Originator and/or any other moneys due for any reason whatsoever to the Originator and makes no apportionment between them, then the Master Servicer (or the Liquidation Servicer, as the case may be) shall treat such payment as though the person had appropriated it first to the relevant Securitised US Receivable(s) to the extent such person owes a payment obligation in respect of Securitised US Receivable(s), second to any other Receivable(s) and third to any other payment.

Page 153

---



Back to Contents

|(f) | Following
        the termination of the appointment of the Master Servicer, the Liquidation
    Servicer shall make allocations in accordance with this Clause 8.3.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

8.4Records
      of US Master Purchaser:On
      each Business Day, as soon as possible and in any event by the close of
      business on the Business Day on which the Master Servicer or the Liquidation
      Servicer, as the case may be, records any amount in respect of an increase
      in the Interest of a US Originator, the Master Servicer or the Liquidation
      Servicer, as the case may be, shall record an increase in the Units of
such US Originator in accordance with Clause 4.5 of the LLC Agreement.

CALCULATIONS

|9.1 | On
          each Business Day:On
          each Business Day, the Master Servicer or, following the termination
          of the Master Servicers appointment, the Liquidation Servicer
          (to the extent such calculations are relevant) shall calculate the
          following in relation to
the immediately preceding Business Day:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                  
|(a) | the aggregate
        of the Deferred Purchase Price by which the Interest of each US Originator
    should be increased in respect of all Securitised US Receivables;                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                  
|(b) | the IPP
        Collections received by the US Master Purchaser in respect of all Securitised
    US Receivables;                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                  
|(c) | the Required
    Reserve Amount;                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                  
|(d) | the Accreted
    Value of the Buhrmann US Notes;                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                  
|(e) | the Aggregate
    Available US Collection Account L/C Amount;                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                  
|(f) | the Excess
    Concentration in respect of Securitised US Receivables;                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                  
|(g) | the Unapplied
    US Dollar Cash Proceeds;                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                  
|(h) | the Unallocated
    US Dollar Cash Proceeds;                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                  
|(i) | the US
    Net Pool Balance;                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                  
|(j) | the US
    Asset Liability Test;                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                  
|(k) | the US
    Master Purchaser MTN Principal Reserve Amount; and                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                  
|(l) | the Silver
    Note Accreted Value                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                  
|9.2 | On
          each Calculation Date:On
          each Calculation Date, the Master Servicer or, following the termination
          of the Master Servicers appointment, the Liquidation Servicer
          (to the extent such calculations are relevant) shall calculate the
    following:                                                    
|    |                                                                                                                                                                                                                                                                                                                                                  
|(a) | the Default
    Reserve Percentage;                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                  
|(b) | the Dilution
    Reserve Percentage;                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                  
|(c) | the Reserve
    Percentage;                                                                                                                                                                                                                                                                                                                      

Page 154

---



Back to Contents

|(d) | the Dilution Horizon Ratio;                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                   
|(e) | the Loss Horizon Ratio;                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                   
|(f) | the US Average Default Ratio and weekly thereafter if (x) not satisfied or (y) a Buhrmann Financial Performance Cross Default has occurred until each Rating Agency has confirmed that the Rating Condition has been satisfied;                   
|    |                                                                                                                                                                                                                                                   
|(g) | the
       US Average Delinquency Ratio and weekly thereafter if (x) not satisfied
    or (y) a Buhrmann Financial Performance Cross Default has occurred until
    each Rating Agency has confirmed that the Rating Condition has been satisfied;
|    |                                                                                                                                                                                                                                                   
|(h) | the US Average Dilution Ratio and weekly thereafter if (x) not satisfied or (y) a Buhrmann Financial Performance Cross Default has occurred until each Rating Agency has confirmed that the Rating Condition has been satisfied; and              
|    |                                                                                                                                                                                                                                                   
|(i) | the
       Average US Days Outstanding and weekly thereafter if (x) not satisfied
    or (y) a Buhrmann Financial Performance Cross Default has occurred until
    each Rating Agency has confirmed that the Rating Condition has been satisfied. 

9.3On
each Monthly Determination Date:On
each Monthly Determination Date, the Master Servicer or, following the termination
of the Master Servicers appointment, the Liquidation Servicer (to the extent
such calculation is relevant) shall calculate the Discount Percentage.

DUTIES
IN RESPECT OF THE BUHRMANN NOTES AND SILVER NOTES

|10.1 | Delivery
      of Buhrmann US Note Issue Notices and Silver Note Issuer Notices:                                                                                                                                                                                                                                                                                                                         
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|(a)  | On any Business Day, the US Master Purchaser may request the Master Servicer to serve one or more Buhrmann US Note Issue Notices pursuant to the US Master Purchaser Funding Agreement.                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|(b)  | If a request is made pursuant to Clause 10.1(a) by the US Master Purchaser, the Master Servicer shall complete the relevant Buhrmann US Note Issue Notices with the details required to be entered thereon and deliver the same on behalf of the US Master Purchaser to the relevant Buhrmann US Note Purchaser subject to and in accordance with the terms of the US Master Purchaser Funding Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|(c)  | On any Business Day, the Silver Note Issuer may request the Master Servicer to serve one or more Silver Note Issuer Notices pursuant to the Silver Note Purchase Agreement.                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|(d)  | If a request is made pursuant to Clause 10.1(c) by the Silver Note Issuer, the Master Servicer shall complete the relevant Silver Note Issuer Notices with the details required to be entered thereon and deliver the same on behalf of the Silver Note Issuer to the relevant Silver Note Purchaser subject to and in accordance with the terms of the Silver Note Purchaser Agreement.                 

Page 155

---



Back to Contents

10.2Delivery
of Buhrmann US Notes:The
Master Servicer hereby agrees that it will issue and deliver on behalf of the
US Master Purchaser any Buhrmann US Note Certificate that the US Master Purchaser
is required to procure the issue and delivery of in accordance with Clause 5.5(b)
of the US Master Purchaser Funding Agreement.

10.3Delivery
of Silver Notes:The
Master Servicer hereby agrees that it will issue and deliver on behalf of the
Silver Note Issuer any Silver Note Certificate that the Silver Note Issuer is
required to procure the issue and delivery of in accordance with Clause 5.1(a)
of the Silver Note Purchase Agreement.

APPLICATION
OF FUNDS

11.1
      Transaction
        Accounts:(a)
      Prior to the occurrence of a Buhrmann Termination Event, on each MTN Expected Maturity Date the Master Servicer shall notify the Cash Manager if on any Business Day there are insufficient funds standing to the credit of any Master Purchaser Transaction Account to redeem the Buhrmann US Notes maturing on such date and shall instruct the Cash Manager to arrange for the payment of amounts standing to the credit of the relevant US Master Purchaser MTN Principal Reserve Account in accordance with Clause 7.3(c) of the Cash Management Agreement.(b)
      Prior to the occurrence of a Buhrmann Termination Event, the Master Servicer will give instruction to the bank at which the US Master Purchaser Transaction Account is held to make the payments required to be made on that Business Day in accordance with Clause 7.3 of the US Master Purchaser Guarantee and Security Agreement. Such instructions shall specify the US Master Purchaser Available Funds available on that Business Day.


11.3Collection
Accounts:Prior
to the occurrence of a Buhrmann Termination Event, the Master Servicer will in
accordance with the Transaction Documents give instructions to the bank at which
each US Master Purchaser Collection Account is held to transfer all sums standing
to the credit of each such Collection Account which represent cleared funds at
the end of each Business Day the US Master Purchaser Transaction Account.

REPORTS

|12.1 | Master
      Servicers Reports:                                                                                                                                                                                                                                                                                                                                                                         
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|(a)  | On each Business Day, the Master Servicer shall provide the Master Purchasers, the Silver Note Issuer, the Cash Manager and (if so requested) the Security Agent, Silver Security Agent and the MTN Security Trustee with the Master Servicers Daily Report for the period beginning on (but excluding) the last Calculation Date and ending on (last including) the immediately preceding Business Day.
|     |                                                                                                                                                                                                                                                                                                                                                                                                          
|(b)  | On
          the Business Day following each Calculation Date, the Master Servicer
          shall provide the Master Purchasers and the Silver Note Issuer, and
          (if so requested) the Silver Security Agent, Security Agent and the
          MTN Security Trustee with the Master Servicers Monthly Report
      for the Calculation Period ending on the preceding Calculation Date.       

Page 156

---



Back to Contents

|(c) | Following the occurrence of a Rating Trigger, on each Business Day, the Master Servicer shall provide the Liquidation Servicer with the Master Servicers Daily Report for the period beginning on (but excluding) the last Calculation Date and ending on (last including) the immediately preceding Business Day.                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|(d) | Following the occurrence of a Rating Trigger, on the Business Day following each Calculation Date, the Master Servicer shall provide the Liquidation Servicer with the Master Servicers Monthly Report for the Calculation Period ending on the preceding Calculation Date.                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|(e) | On each Business Day following the termination of the Master Servicers appointment, the Liquidation Servicer shall provide the Silver Security Agent, the Security Agent and the Cash Manager with the Master Servicers Daily Report for the period beginning on (but excluding) the last Calculation Date and ending on (last including) the immediately preceding Business Day.
|    |                                                                                                                                                                                                                                                                                                                                                                                    
|(f) | On each Business Day following each Calculation Date following the termination of the Master Servicers appointment, the Liquidation Servicer shall provide the Silver Security Agent, the Security Agent and the Cash Manager with the Master Servicers Monthly Report for the Calculation Period ending on the preceding Calculation Date.                                      

12.2Contents
of each Master Servicers Daily Reports:

Each Master Servicers Daily Report shall provide details (in the form set out in Schedule 1) of,inter alia, the following:

|(a) | the aggregate of the Face Amounts of the Securitised US Receivables purchased;                          
|--- | --------------------------------------------------------------------------------------------------------
|    |                                                                                                         
|(b) | the aggregate nominal amount of MTNs then outstanding under the MTN Programme;                          
|    |                                                                                                         
|(c) | the amount of all Deemed Collections since the last Business Day;                                       
|    |                                                                                                         
|(d) | the aggregate of the Face Amounts of all Receivables according to the Concentration Limits; and         
|    |                                                                                                         
|(e) | such other information as is shown on the form of Master Servicers Daily Report attached as Schedule 1,

provided that, following the termination of the Master Servicers appointment, the Master Servicers Daily Report shall include such information as may be agreed from time to time by the Security Agent, the Liquidation Servicer and the Cash Manager.

12.3Contents
of each Master Servicers Monthly Reports:Each
Master Servicers Monthly Report shall provide details (in the form set
out in Schedule 1) of,inter
alia,
the following:

Page 157

---



Back to Contents

|(a) | the amounts due for payment and the amounts actually collected in respect of the Securitised US Receivables during the 30 calendar days immediately preceding the Calculation Date and details of all outstanding Securitised US Receivables;                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                        
|(b) | the balances on each of the Ledger Accounts at 5.00 p.m. (Central European time) on the immediately preceding Calculation Date together with copies of each of the Ledger Accounts brought up to date after the payments and accounting entries referred to in Clause 7 have been made;
|    |                                                                                                                                                                                                                                                                                        
|(c) | the aggregate of the Face Amounts of the Securitised US Receivables which have become Defaulted Receivables and Delinquent Receivables during the 30 days immediately preceding the Calculation Date;                                                                                  
|    |                                                                                                                                                                                                                                                                                        
|(d) | the aggregate Dilutions during the 30 calendar days immediately preceding the Calculation Date;                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                        
|(e) | the aggregate of the Face Amounts of the Securitised US Receivables purchased since the last Calculation Date;                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                        
|(f) | Deemed Collections in each case as at the immediately preceding Calculation Date;                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                        
|(g) | the aggregate nominal amount of MTNs then outstanding under the MTN Programme;                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                        
|(h) | the US Average Dilution Ratio, the US Average Default Ratio, the US Average Delinquency Ratio and the Average US Days Sales Outstanding in each case as at the immediately preceding Calculation Date;                                                                                 
|    |                                                                                                                                                                                                                                                                                        
|(i) | the aggregate of the Face Amounts of all Receivables according to the Concentration Limits as at the immediately preceding Calculation Date;                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                        
|(j) | the amount of any fees due from the Master Purchasers under this Agreement; and                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                        
|(k) | such other information as is shown on the form of Master Servicers Monthly Report attached as Schedule 1,                                                                                                                                                                             

provided that, following the termination of the Master Servicers appointment, the Master Servicers Monthly Report shall include such information as may be agreed from time to time by the Security Agent, the Liquidation Servicer and the Cash Manager.

12.5Additional
Information:The
Master Servicer or, following the termination of the Master Servicers appointment,
the Liquidation Servicer shall, promptly upon receiving a request to that effect,
provide to the US Master Purchaser, and (if so requested) to the Security Agent,
the Silver Security Agent, the MTN Security Trustee, Rabobank International,
Erasmus and the Rating Agencies such additional information relevant to the Receivables,
the Originators, the Ledger Accounts, the US Master Purchaser, or their respective
financial condition as the US Master Purchaser, the Silver Security Agent, the
Security Agent, the MTN Security Trustee and/or the Rating Agencies may from
time to time reasonably require.

Page 158

---



Back to Contents

PURCHASES

13.     On any day when
the the US Master Purchaser acquires US Receivables under the US Contribution
Agreement, the Master Servicer shall execute such documents, deeds, agreements,
instruments, consents, notices or authorisations and do all such other acts,
things or procure the same are done as are required to be done by the US Master
Purchaser under the US Contribution Agreement in connection with the purchase
or other acquisition of Receivables on such date.

REPURCHASES

14.     If the Master
Servicer becomes aware of or is notified of circumstances or the occurrence of
any event or events (whether related or otherwise) which are such that an Originator
would be obliged to repurchase or substitute a Receivable under the terms of
the US Contribution Agreement, then the Master Servicer shall give notice to
the relevant Originator and arrange for the repurchase or substitution of the
relevant Receivable originated by the relevant Originator in accordance with
the terms of the the US Contribution Agreement.

ENFORCEMENT

15.1     In the event
that there is a default or failure to perform by any person which owes a payment
obligation to the US Master Purchaser in relation to a purchased Receivable,
then the Master Servicer shall comply in all material respects with the Buhrmann
Operating Procedures or to the extent that those procedures are not applicable
(having regard to the nature of the default or failure to perform in question)
take such action as would a prudent creditor operating an international paper
distribution business in respect of such default or failure to perform. In applying
the Buhrmann Operating Procedures or taking such action in relation to any particular
Originator which is in default, the Master Servicer may exercise such discretion
to deviate therefrom as would be exercised by a reasonably prudent creditor operating
an international paper distribution business but subject to the Master Servicer
believing on reasonable grounds that to do so will enhance recovery prospects
or minimise loss.

15.2     In servicing
the Securitised US Receivables and performing its obligations under this Agreement,
the Master Servicer or, following the termination of the Master Servicers
appointment, the Liquidation Servicer shall comply with all requirements of any
relevant or applicable law, statutory instrument, regulation, directive, administrative
requirement, licence, authorisation or order made by any government, supra-national
body, state, municipality, district, canton, authority, court, tribunal or arbitral
body.

RECORDS
AND INFORMATION

16.1Maintenance
of Records:The
Master Servicer or, following the termination of the Master Servicers appointment,
the Liquidation Servicer shall maintain, implement and keep accounting, management
and administrative information, systems, procedures and records which are adequate
to generate accurate, complete and reliable statistical information regarding
the portfolio of Securitised US Receivables. These records and systems shall
include an ability to recreate records in the event of their destruction. The
information and records shall be adequate to permit the identification on each
Contribution Date of each newly purchased Securitised US Receivable and the daily
identification of all collections of, and any losses in relation to, each Securitised
US Receivable.

Page 159

---



Back to Contents

16.2Access
      to Records:The
      Master Servicer shall (a) at all times permit the US Master Purchaser,
      the Silver Note Issuer, the Silver Security Agent, the Security Agent and
      the MTN Security Trustee and (b) following the occurrence of a Rating Trigger
      subject to Clause 4.1 permit the Liquidation Servicer (in each case by
      their duly authorised officers, employees or agents) access to verify,
      audit, inspect and copy all information, systems, records, books and contractual
      documentation maintained by it relating to the portfolios of Securitised
      US Receivables and/or the Silver Notes and the Master Servicer shall permit
      the the US Master Purchaser, the Silver Note Issuer, the Silver Security
      Agent, the Security Agent, the MTN Security Trustee and the Liquidation
      Servicer (by their duly authorised officers, employees and/or agents) to
      take such other steps as they from time to time reasonably think fit for
      the purpose of verifying or obtaining information concerning any of the
      Securitised US Receivables and/or the Silver Notes and to discuss matters
      relating to the Securitised US Receivables with the auditors of the Master
      Servicer or any of the officers, employees or agents of the Master Servicer
      which have knowledge of such matters.

TAXATION

|17.1 | Additional
      Amounts:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(a)  | Each of the Master Servicer and the Liquidation Servicer agrees that if any Tax is imposed on any payment to be made by the Master Servicer or the Liquidation Servicer pursuant to this Agreement to the US Master Purchaser, the Silver Note Issuer, the Silver Security Agent, the Security Agent or the MTN Security Trustee (as applicable) or any such payment is subject to any deduction or withholding in respect of Tax or otherwise (as a consequence of such payment being collected by or routed through the Master Servicer or the Liquidation Servicer, respectively, or otherwise), then the Master Servicer or the Liquidation Servicer, as the case may be, shall pay such additional amounts so that, after satisfaction, deduction or withholding of such Tax, the payee shall receive an amount equal to the amount it would have received had no such Tax been imposed.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(b)  | If any Tax is imposed on any payment to be made by the US Master Purchaser under this Agreement or any such payment is subject to any deduction or withholding in respect of Tax, the US Master Purchaser shall not be obliged to pay any additional amounts in respect of such Tax.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Page 160

---



Back to Contents

17.2Tax
  Credits:If the Master Servicer or the Liquidation Servicer
  pays any additional amount (an Additional Payment)under
  Clause 17.1 and the US Master Purchaser, the Silver Note Issuer, the Silver
  Security Agent, the Security Agent or the MTN Security Trustee (as applicable)
  effectively obtains a refund of tax or credit against tax on its overall net
  income by reason of that Additional Payment (a Tax Credit)
  and the US Master Purchaser, the Silver Note Issuer, the Silver Security Agent,
  the Security Agent or the MTN Security Trustee (as applicable) is able to identify
  such Tax Credit as being attributable to such Additional Payment, then the US
  Master Purchaser, the Silver Note Issuer, the Silver Security Agent, the Security
  Agent or the MTN Security Trustee (as applicable) shall reimburse the Master
  Servicer or the Liquidation Servicer, as the case may be, such amount as it
  shall determine to be the proportion of such Tax Credit as will leave the US
  Master Purchaser, the Silver Note Issuer, the Silver Security Agent, the Security
  Agent or the MTN Security Trustee (as applicable), after that reimbursement,
  in no better or worse position than it would have been in if that Additional
  Payment had not been required. The US Master Purchaser, the Silver Note Issuer,
  the Silver Security Agent, the Security Agent or the MTN Security Trustee (as
  applicable) shall have absolute discretion as to whether to claim any Tax Credit
  and, if it does so claim, the extent, order and manner in which it does so.
  Reimbursements made by the US Master Purchaser shall be made in accordance with
  the US Master Purchaser Guarantee and Security Agreement, the Silver Note Issuer
  Deed of Charge and the Silver Note Issuer Security Agreement, respectively.
  None of the US Master Purchaser, the Silver Note Issuer, the Silver Security
  Agent, the Security Agent and the MTN Security Trustee shall be obliged to disclose
  any information regarding its tax affairs or computations to the Master Servicer
  or the Liquidation Servicer.

|17.3Value
    Added and Sales Tax:
|----------------------------------
|                                  
|(a)                               
|                                  
|(b)                               

REGISTRATIONS AND CONSENTS

18.     
  In addition to the undertakings set out in Clause 20.1(d), the Master Servicer
  or, following the termination of the Master Servicers appointment, the
  Liquidation Servicer, will use all reasonable endeavours to procure that it,
  the US Master Purchaser, the Silver Note Issuer and the Liquidation Servicer
  obtain and maintain all appropriate registrations, licences, consents and authorities
  required to enable them to perform their obligations under this Agreement and
  the Transaction Documents to which they are party other than this Agreement.

Page 161

---



Back to Contents

DUTIES OF THE US REGISTRAR

19.1     The
  US Registrar shall comply with the terms and conditions set out in this Agreement,
      in the Buhrmann US Note Conditions with respect to the transfer and registration
      of the Buhrmann US Notes and such other duties as are necessarily incidental
      thereto. The US Registrar shall not be under any fiduciary duty towards
      any
  person other than US Master Purchaser and shall not be responsible for or liable
      in respect of any act or omission of any other person or be under any obligation
  towards any person other than the US Master Purchaser.

19.2     The
  US Registrar shall maintain in Broomfield, Colorado or at such other place
      as the Security Agent, the Silver Security Agent or the US Master Purchaser,
      as
  the case may be, may agree, a Register showing the amount of the Buhrmann US
      Notes from time to time outstanding and the Face Value, the issue date
      and the
  Redemption Date applicable to each Buhrmann US Note outstanding and all subsequent
      transfers and changes of ownership thereof and the names and addresses
      of the
  Buhrmann US Noteholders. The Security Agent, the Silver Security Agent, the
      Buhrmann US Noteholders or any of them and any person authorised by it
      or any
  of them may upon notice at all reasonable times during office hours inspect
      the Register and take copies of or extracts from it. The Register may be
      closed
  by the US Master Purchaser for such periods as are specified in Buhrmann US
  Note Condition 2.4.

19.3     Each
  Buhrmann US Note shall have an identifying serial number which the US Registrar
  shall enter in the appropriate Register.

19.4     Any
  Buhrmann US Note to be transferred shall be delivered for registration to the
      specified office of the US Registrar with the form of transfer endorsed
      thereon
  duly completed and executed by the transferor, the transferee and the US Master
      Purchaser and must be accompanied by such documents, evidence, certification
      and information as may be required pursuant to the Buhrmann US Note Conditions
      and such other evidence as the US Registrar may reasonably require to prove
      the title of the transferor or his right to transfer the Buhrmann US Notes
      and,
  if the form of transfer is executed by some other person on his behalf or in
      the case of the execution of a form of transfer on behalf of a corporation
      by
  its officers, the authority of that person or those persons to do so.

19.5     The
  US Registrar shall not make any charge to the Buhrmann US Noteholders for the
      registration of any holding of Buhrmann US Notes, or any transfer thereof
      or
  for the issue thereof or for the delivery thereof at the specified office of
      the US Registrar or by post to the address specified by the Buhrmann US
      Noteholder.
  If any Buhrmann US Noteholder entitled to receive a Buhrmann US Note wishes
      to have the same delivered to it otherwise than at the specified office
      of the
  US Registrar, such delivery shall be made, upon its written request to the
      US Registrar at its risk and (except where sent by post to the address
      specified
  by the Buhrmann US Noteholder) at its expense.

19.6The
  US Registrar may resign its appointment with respect to the Buhrmann US Notes
  upon not less than 90 days’ notice in writing to the US Master Purchaser (with
  a copy to the Security Agent and the Silver Security Agent), provided that such
  resignation shall not take effect until a successor has been duly appointed
  and notice of
  such appointment has been given to the Buhrmann US Noteholders, the US Master
  Purchaser, and the Security Agent.

Page 162

---



Back to Contents

19.7     The US Master
  Purchaser, may revoke its appointment of the US Registrar, by not less than
  90 days’ notice in writing to the US Registrar, with a copy to the Security
  Agent and the Silver Security Agent, provided that such revocation shall not
  take effect until a successor has been duly appointed on substantially similar
  terms and notice of such appointment has been given to the Buhrmann US Noteholders,
  the Silver Security Agent and the Security Agent.

19.8    The
  appointment of the US Registrar shall terminate forthwith if:

|(a) | a
      secured creditor takes possession of, or a receiver, manager or other similar
      officer is appointed, over the whole or any part of the undertaking, assets
      and revenues of the US Registrar;                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                            
|(b) | the
      US Registrar admits in writing its insolvency or inability to pay its debts
      as they fall due;                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                            
|(c) | an
      administrator or liquidator (or similar insolvency official) of the US Registrar
      over the whole or any part of the undertaking, assets and revenues of the
      US Registrar is appointed (or application for any such appointment is made);                               
|    |                                                                                                                                                                                                                                                                                            
|(d) | the
      US Registrar takes any action for a readjustment or deferment of any of
      its obligations or makes a general assignment or an arrangement or composition
      with or for the benefit of its creditors or declares a moratorium in respect
      of any of its indebtedness;
|    |                                                                                                                                                                                                                                                                                            
|(e) | an
      order is made or an effective resolution is passed for the winding up, liquidation
      or dissolution of the US Registrar; or                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                            
|(f) | any
      event occurs which has an analogous effect to any of the foregoing.                                                                                                                                                                                                              

19.9      The
  US Master Purchaser may with the prior written approval of the Security Agent,
      appoint a successor registrar and shall forthwith give notice of any such
      appointment
  to the Security Agent, the Silver Security Agent and the Buhrmann US Noteholders,
      whereupon the US Master Purchaser and the successor registrar shall acquire
      and become subject to the same rights and obligations between themselves
      as
  if they had entered into an agreement on terms substantially similar to those
  set out in this Agreement.

19.10     If the
      US Registrar gives notice of its resignation in accordance with Clause
      19.6 or its appointment has been revoked in accordance with Clause 19.7
      and
  by the twentieth day before expiry of such notice a successor has not been
      duly appointed, the US Registrar may itself, following such consultation
      with the
  US Master Purchaser, as is practicable in the circumstances and with the prior
      written approval of the Security Agent, appoint as its successor any reputable
      and experienced financial institution and give notice of such appointment
      to
  the US Master Purchaser, the Security Agent, the Silver Security Agent and
      the Buhrmann US Noteholders, whereupon the US Master Purchaser and such
      successor
  shall acquire and become subject to the same rights and
  obligations between themselves as if they had entered into an agreement on
  the terms set out in this Agreement.

Page 163

---



Back to Contents

19.11     Upon any resignation or revocation taking effect under Clause 19.6 or 19.7 or any termination under Clause 19.9, the US Registrar shall:

|(a) | be released and discharged from
        its obligations under this Agreement;                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                        
|(b) | deliver the relevant Register
        to the US Master Purchaser and to its successor; and                                                             
|    |                                                                                                                                                        
|(c) | upon appropriate notice, provide
        reasonable assistance to its successor for the discharge of its duties
        and responsibilities hereunder.

DUTIES OF THE SILVER NOTE REGISTRAR

20.1      The Silver
  Note Registrar shall comply with the terms and conditions set out in this Agreement,
  in the Silver Note Conditions with respect to the transfer and registration
  of the Silver Notes and such other duties as are necessarily incidental thereto.
  The Silver Note Registrar shall not be under any fiduciary duty towards any
  person other than Silver Note Issuer and shall not be responsible for or liable
  in respect of any act or omission of any other person or be under any obligation
  towards any person other than the Silver Note Issuer.

20.2      The Silver
  Note Registrar shall maintain in Broomfield, Colorado or at such other place
  as the Silver Security Agent or the Silver Note Issuer, as the case may be,
  may agree, a Register showing the amount of the Silver Notes from time to time
  outstanding and the Silver Note Face Value, the issue date and the Redemption
  Date applicable to each Silver Note outstanding and all subsequent transfers
  and changes of ownership thereof and the names and addresses of the Silver Noteholders.
  The Silver Security Agent, the Silver Noteholders or any of them and any person
  authorised by it or any of them may upon notice at all reasonable times during
  office hours inspect the Register and take copies of or extracts from it. The
  Register may be closed by the Silver Note Issuer for such periods as are specified
  in Silver Note Condition 2.4.

20.3      Each Silver
  Note shall have an identifying serial number which the Silver Note Registrar
  shall enter in the appropriate Register.

20.4      Any Silver
  Note to be transferred shall be delivered for registration to the specified
  office of the Silver Note Registrar with the form of transfer endorsed thereon
  duly completed and executed by the transferor, the transferee and the Silver
  Note Issuer and must be accompanied by such documents, evidence, certification
  and information as may be required pursuant to the Silver Note Conditions and
  such other evidence as the Silver Note Registrar may reasonably require to prove
  the title of the transferor or his right to transfer the Silver Notes and, if
  the form of transfer is executed by some other person on his behalf or in the
  case of the execution of a form of transfer on behalf of a corporation by its
  officers, the authority of that person or those persons to do so.

Page 164

---



Back to Contents

20.5      The
        Silver Note Registrar shall not make any charge to the Silver Noteholders
        for the registration of any holding of Silver Notes, or any transfer
        thereof or for theissue thereof
  or for the delivery thereof at the specified office of the Silver Note Registrar
  or by post to the address specified by the Silver Noteholder. If any Silver
  Noteholder entitled to receive a Silver Note wishes to have the same delivered
  to it otherwise than at the specified office of the Silver Note Registrar, such
  delivery shall be made, upon its written request to the Silver Note Registrar
  at its risk and (except where sent by post to the address specified by the Silver
  Noteholder) at its expense.

20.6     The
  Silver Note Registrar may resign its appointment with respect to the Silver
  Notes upon not less than 90 days’notice in writing to the Silver Note Issuer (with a copy to the Silver Silver
  Security Agent), provided that such resignation shall not take effect until
  a successor has been duly appointed and notice of such appointment has been
  given to the Silver Noteholders, the Silver Note Issuer and the Silver Security
  Agent.

20.7      The Silver
  Note Issuer, may revoke its appointment of the Silver Note Registrar, by not
  less than 90 days’notice in writing to the Silver Note Registrar, with a copy to the Silver Security
  Agent, provided that such revocation shall not take effect until a successor
  has been duly appointed on substantially similar terms and notice of such appointment
  has been given to the Silver Noteholders and the Silver Security Agent.

20.8     The
  appointment of the Silver Note Registrar shall terminate forthwith if:

|(a) | a secured creditor takes possession of, or a receiver, manager or other similar officer is appointed, over the whole or any part of the undertaking, assets and revenues of the Silver Note Registrar;                                                                      
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                             
|(b) | the Silver Note Registrar admits in writing its insolvency or inability to pay its debts as they fall due;                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                             
|(c) | an administrator or liquidator (or similar insolvency official) of the Silver Note Registrar over the whole or any part of the undertaking, assets and revenues of the Silver Note Registrar is appointed (or application for any such appointment is made);                
|    |                                                                                                                                                                                                                                                                             
|(d) | the Silver Note Registrar takes any action for a readjustment or deferment of any of its obligations or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or declares a moratorium in respect of any of its indebtedness;
|    |                                                                                                                                                                                                                                                                             
|(e) | an order is made or an effective resolution is passed for the winding up, liquidation or dissolution of the Silver Note Registrar; or                                                                                                                                       
|    |                                                                                                                                                                                                                                                                             
|(f) | any event occurs which has an analogous effect to any of the foregoing.                                                                                                                                                                                                     

20.9      The Silver
  Note Issuer may with the prior written approval of the Silver Security Agent,
  appoint a successor registrar and shall forthwith give notice of any such appointment
  to the Silver Security Agent, and the Silver Noteholders, whereupon the Silver
  Note Issuer and the successor registrar shall acquire and become subject to
  the same rights and obligations between themselves as if they had entered into
  an agreement on terms substantially similar to those set out in this Agreement.

Page 165

---



Back to Contents

20.10      If the
  Silver Note Registrar gives notice of its resignation in accordance with Clause
  20.6 or its appointment has been revoked in accordance with Clause 20.7 and
  by the twentieth day before expiry of such notice a successor has not been duly
  appointed, the Silver Note Registrar may itself, following such consultation
  with the Silver Note Issuer, as is practicable in the circumstances and with
  the prior written approval of the Silver Security Agent, appoint as its successor
  any reputable and experienced financial institution and give notice of such
  appointment to the Silver Note Issuer, the Silver Security Agent and the Silver
  Noteholders, whereupon the Silver Note Issuer and such successor shall acquire
  and become subject to the same rights and obligations between themselves as
  if they had entered into an agreement on the terms set out in this Agreement.

20.11      Upon any
  resignation or revocation taking effect under Clause 20.6 or 20.7 or any termination
  under Clause 20.9, the Silver Note Registrar shall:

|(a) | be released and discharged from its obligations under this Agreement;                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                        
|(b) | deliver the relevant Register to the Silver Note Issuer and to its successor; and                                                      
|    |                                                                                                                                        
|(c) | upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

UNDERTAKINGS OF THE MASTER SERVICER AND THE SUB-SERVICERS

21.1      Undertakings:Each
  of the Master Servicer and each Sub-Servicer jointly and severally undertakes
  with each of the US Master Purchaser, the Silver Note Issuer, the Silver Security
  Agent, the Security Agent and the MTN Security Trustee (and, in the case of
  the Parent, it undertakes that it will procure that the Master Servicer and
  each Sub-Servicer undertakes the same), that, without prejudice to any of its
  specific obligations under this Agreement:

|(a) | it will devote or procure that it will devote to the performance of its obligations and the exercise of its discretions under this Agreement and its exercise of the rights of the US Master Purchaser and the Silver Note Issuer, in respect of contracts and arrangements giving rise to payment obligations in respect of the Securitised US Receivables and the Silver Notes at least the same amount of time and attention and that there is exercised the same level of skill, care and diligence as it would if it were administering receivables in respect of which it held the entire benefit (both legally and beneficially) and, in any event, will devote all due skill, care and diligence to the performance of its obligations and the exercise of its discretions hereunder;
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(b) | subject to Clause 15, it will, in discharging its obligations and performing its functions hereunder, act in accordance with the Buhrmann Operating Procedures;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(c) | it will comply with any proper
       and lawful directions, orders and instructions which the US Master Purchaser,
       the Silver Note Issuer, the Silver Security Agent, the Security Agent
       or the MTN Security Trustee may from time to time give to it in connection
       with the performance of its obligations under this Agreement,
         but only to the extent that compliance with those directions does not
    conflict with any provision of the Transaction Documents;                                                                                                                                                                                                                                                                                         

Page 166

---



Back to Contents

|(d) | it will obtain, make,
      take and keep in force all authorisations, approvals, consents, licences,
      exemptions, registrations, recordings, filings, or notarisations which may
      be required in connection with the performance of its (or the US Master
      Purchaser’s) functions, duties and obligations under this Agreement and
      the other Transaction Documents and to ensure the validity, legality, enforceability
      or priority of its (or the US Master Purchaser’s) liabilities and the rights
      of the US Master Purchaser, the Silver Note Issuer, the Silver Security
      Agent, the Security Agent and the MTN Security Trustee and it shall perform
      its obligations under this Agreement and the other Transaction Documents
      to which it is a party in such a way as to not prejudice the continuation
      of any such approvals, consents, licences, exemptions, registrations, recordings,
      filings, or notarisations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(e) | it will devote all
      resources necessary to fulfil its obligations under this Agreement and the
      other Transaction Documents to which it is a party;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(f) | it will make all filings,
      give all notices and make all registrations and other notifications required
      in the day to day operation of the business of the US Master Purchaser and
      the Silver Note Issuer and will comply with any legal requirements in the
      performance of its obligations under this Agreement and the other Transaction
      Documents to which it is a party;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(g) | it will make all payments
      required to be made by it pursuant to this Agreement and the other Transaction
      Documents to which it is a party on their due date for payment under this
      Agreement or such other Transaction Documents, as the case may be, in dollars
      for value on such day without set-off or counterclaim and (unless required
      by law to deduct or withhold) without deduction or withholding for any taxes
      or otherwise;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(h) | it will at all times
      keep proper books of account in relation to the Securitised US Receivables
      and, upon receipt of prior written notice, allow (i) the US Master Purchaser,
      the Silver Note Issuer, the Silver Security Agent, the Security Agent and
      the MTN Security Trustee and any person appointed for such purpose by the
      US Master Purchaser, the Silver Note Issuer, the Silver Security Agent,
      the Security Agent or the MTN Security Trustee and (ii) following
      the occurrence of the Rating Trigger, the Liquidation Servicer free access
      to their respective books of account at all reasonable times during normal
      business hours;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(i) | it will give to the
      US Master Purchaser, the Silver Note Issuer, the Silver Security Agent,
      the Security Agent, the MTN Security Trustee or the Liquidation Servicer
      within three Business Days after demand by the US Master Purchaser, the
      Silver Note Issuer, the Silver Security Agent, the Security Agent, the MTN
      Security Trustee or the Liquidation Servicer (the US Master Purchaser, the
      Silver Security Agent, the Security Agent, the MTN Security Trustee or the
      Liquidation Servicer having reasonable cause to believe that a Potential
      Buhrmann Termination Event or Buhrmann Termination Event has occurred),
      a certificate of the Master Servicer signed by
      two directors of the Master Servicer to the effect that as at a date not
      more than seven days before delivering such certificate there did not exist
      any Potential Buhrmann Termination Event or Buhrmann Termination Event or
      any condition, event or act which with the giving of notice and/or lapse
      of time and/or the issue of a certificate would constitute a Potential Buhrmann
      Termination Event or Buhrmann Termination Event (or, if such exists or existed,
      specifying the same) and that during the period from the date of this Agreement
      to the date of such certificate the Master Servicer has complied with all
      its obligations under this Agreement and the other Transaction Documents
      to which it is a party or (if this is not the case) specifying the respects
      in which it had not complied;

Page 167

---



Back to Contents

|(j) | it will promptly notify the US Master Purchaser, the Silver Note Issuer, the Silver Security Agent, the Security Agent, the MTN Security Trustee and the Cash Manager of (x) the occurrence of a Stop Funding Event and the curing of any such Stop Funding Event and (y) the occurrence of a Buhrmann Financial Performance Cross Default and the curing or waiver of any such Buhrmann Financial Performance Cross Default;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(k) | it will promptly notify the Liquidation
       Servicer, the Silver Security Agent and the Security Agent if on any day
       the long-term unsecured, unsubordinated and unguaranteed debt obligations
       of Buhrmann N.V. are rated less than B2 by Moodys or B by Standard & Poors
       (theRating Trigger)
       and as soon as practicable thereafter but in any event within 30 days
       of the receipt by the Liquidation Servicer of such notice provide the
       Liquidation Servicer with a copy of each Master Servicers Daily Report and each Master Servicers
    Monthly Report produced by the Master Servicer;                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(l) | it will keep books of account and records of the US Master Purchaser and the Silver Note Issuer, respectively, in relation to the operation of the transactions contemplated in the Transaction Documents and shall provide copies of such accounts and records (relating to the US Master Purchaser) to the US Master Purchaser and copies of such accounts and records (relating to theSilver Note Issuer) to the Silver Note Issuer and fully co-operate with the US Master Purchaser and the Silver Note Issuer, respectively, and provide all such other information in relation to the US Master Purchaser, the Securitised US Receivables, the Silver Notes and the Silver Note Issuer and the operation of the transactions set out in the Transaction Documents as the US Master Purchaser and the Silver Note Issuer shall each respectively reasonably require in order to prepare interim statements, final accounts and tax returns;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(m) | it will fully co-operate with the
       US Master Purchaser and the Silver Note Issuer and provide each of them
       with such information and assistance as each shall reasonably require
       in order to keep all registers and make all returns required by law or
       by relevant regulatory authorities and it shall fully cooperate with the
       directors of the US Master Purchaser and the directors of the Silver Note
       Issuer, respectively, and provide them with such information in relation
       to the affairs of the US Master Purchaser or the Silver Note Issuer, as
       the case may be, and the operation of the transactions contemplated in
       the Transaction Documents as they shall reasonably require in order to
       discharge their
         relevant functions and legal obligations as directors of the US Master
    Purchaser or directors of the Silver Note Issuer;             

Page 168

---



Back to Contents

|(n) | subject to and in accordance with the provisions of this Agreement, it will take all reasonable steps to recover all sums due to the US Master Purchaser in respect of the Securitised US Receivables;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(o) | other than in relation to those policies and procedures which are required by law or by any governmental body or regulatory authority or to which the Security Agent and the Silver Security Agent have given their prior written consent, it will not adopt any additional and/or alternative policies and procedures in place of the Buhrmann Operating Procedures which are likely adversely to affect the US Master Purchaser in relation to the Securitised US Receivables or the Silver Notes and any other rights acquired under the US Contribution Agreement and the other Transaction Documents. The Master Servicer will in relation to any additional and/or alternative policies and procedures which are proposed to be adopted and which might affect such interests inform the US Master Purchaser, the Silver Note Issuer, the Silver Security Agent, the Security Agent and the MTN Security Trustee in writing of any of the same, prior to their adoption, together with an explanation as to why such policies and procedures are proposed to be adopted and why, in the reasonable opinion of the Master Servicer, such effect is not likely to be adverse to such interests. The Master Servicer undertakes that, if the Security Agent notifies (with a copy to the Silver Security Agent) it in writing within10 Business Days that in the reasonable opinion of the Security
       Agent, such effect is likely to be adverse to such interests the Master
       Servicer will not adopt the additional and/or alternative policies and
       procedures to which the Security Agents written notification to
    the Master Servicer relates;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(p) | it will promptly notify the US
       Master Purchaser, the Silver Note Issuer, the Silver Security Agent, the
       Security Agent and the MTN Security Trustee if legal proceedings are initiated
       against any of the Originators, the US Master Purchaser or the Silver
       Note Issuer,which might materially and adversely affect any of the Originators,
       the US Master Purchaser’s title to or interest in the Securitised US Receivables
       or any of the rights acquired under the US Contribution Agreement, or
       will, or is likely to prejudice or jeopardise the Security Agents or Silver Security Agents
       interests in respect of the Silver Note Issuer Security Agreement, the
       Silver Note Issuer Deed of Charge or the US Master Purchaser Guarantee
    and Security Agreement; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(q) | it will execute all such further documents, deeds, agreements, instruments, consents, notices or authorisations and do all such further acts and things (or procure the same) as may be necessary or desirable at any time or times in the reasonable opinion of the US Master Purchaser, the Silver Note Issuer, the Silver Security Agent, the Security Agent or the MTN Security Trustee to give effect to this Agreement or any of the other Transaction Documents to which it is a party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

21.2      Termination of Covenants:The covenants of the Master Servicer, the Parent and each Sub-Servicer in Clause 21.1 shall remain in force until this Agreement is terminated but without prejudice to any right or remedy of the US Master Purchaser,
the Silver Note Issuer, the Silver Security Agent, the Security
Agent or the MTN Security Trustee arising from the breach of any such covenant
prior to the date of termination of this Agreement.

Page 169

---



Back to Contents

SUB-CONTRACTS

22.1      Appointment
  of Sub-Servicers:
  The Master Servicer may not without the prior written consent of the Security
  Agent appoint any person as its sub-agent, sub-contractor or representative
  to carry out all or any material part of the services to be provided by it under
  this Agreement, save for the Sub-Servicers.

22.2      Liability
  of Master Servicer:Any
  appointment as referred to in Clause 22.1 shall not in any way relieve the Master
  Servicer from its obligations under this Agreement, for which it shall continue
  to be liable as if no such appointment had been made and any failure by the
  Sub-Servicers to perform the services expressed to be performed by the Master
  Servicer hereunder shall be treated as a breach of this Agreement by the Master
  Servicer.

22.3      No
  Liability to Sub-Servicer:
  The US Master Purchaser, the Silver Note Issuer, the Silver Security Agent,
  the Security Agent and the MTN Security Trustee shall not have any liability
  to the Sub-Servicers or any other person appointed pursuant to Clause 22.1 whatsoever
  in respect of any cost, claim, charge, loss, liability, damage or expense suffered
  or incurred by the Sub-Servicers or any such person in connection with this
  Agreement.

LIABILITY OF MASTER SERVICER

23.1      Exclusion
  of Liability:
  The Master Servicer in its capacity as Master Servicer shall have no liability
  for the obligations of any Originator and nothing in this Agreement or any other
  agreement or document executed pursuant to or in connection with the Transaction
  Documents shall constitute a guarantee, or similar obligation, by the Master
  Servicer (in its capacity as servicer) of the performance by any person owing
  any payment obligation in respect of a Securitised US Receivable.

23.2      Indemnity:The
  Master Servicer shall indemnify and keep indemnified in full and on an after-tax
  basis each of the US Master Purchaser, the Silver Note Issuer, the Silver Security
  Agent, the Security Agent and the MTN Security Trustee against any cost, claim,
  loss, expense, liability or damages (including legal costs and out-of-pocket
  expenses) incurred or suffered by either of them or (in the case of the Security
  Agent, the Silver Security Agent and the MTN Security Trustee, by the persons
  for whose benefit it acts as trustee) in connection with any negligence in the
  performance of its duties, or wilful default, breach of fiduciary duty, fraud
  or breach by the Master Servicer of this Agreement or any of the other Transaction
  Documents and the Master Servicer shall on demand pay to the US Master Purchaser,
  the Silver Note Issuer, the Silver Security Agent, the Security Agent and the
  MTN Security Trustee (for itself or on behalf of such persons) without any set-off,
  deduction or withholding whatsoever the amount of any such cost, claim, loss,
  expense liability or damages suffered or incurred by any of them.

Page 170

---



Back to Contents

SERVICING FEES

24.1Calculation
  of Servicing Fees:The Master Servicer
  shall, subject to the provisions of this Agreement, in respect of each calendar
  quarter be entitled toServicing Feesfrom the US Master Purchaser and the
  Silver Note Issuer (inclusive of value added tax, sales tax, purchase tax or
  any other, similar taxes or duties) payable (subject to and in accordance with
  Clauses 6.3 and 7.2 of the Silver Note Issuer Security Agreement, Clauses 6.2
  and 7.4 of the Silver Note Issuer Deed of Charge or Clauses 7.3 and 8.3 of the
  US Master Purchaser Guarantee and Security Agreement (as the case may be)) quarterly
  in arrears and calculated no later than the 10th Business Day after the end
  of each calendar quarter in an amount equal to one per cent. per annum of the
  aggregate Face Amount of the the Securitised US Receivables outstanding held
  by the US Master Purchaser as at close of business on the Business Day immediately
  preceding the last day of such calendar quarter multiplied by the number of
  days in such calendar quarter and divided by 360. The Master Servicer shall
  not be entitled to reimbursement of any cost, claim, liability or expense incurred
  or suffered by it in the performance of its obligations under this Agreement
  save to the extent expressly set out in this Agreement.

24.2Liquidation
  Servicer Fees:The Liquidation Servicer
  appointed pursuant to Clause 25.12 shall, subject to the provisions of this
  Agreement:

|(a) | On each anniversary of the MTN
      Closing Date, the Liquidation Servicer shall be entitled to an annual fee
      of US$25,000 (theLiquidation Servicer
      Annual Fee) plus VAT.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | On commencement of its duties hereunder
      in accordance with Clause 25.10 and up to the earlier of (i) such time as
      the Security Agent has confirmed that the US Master Purchaser Guarantee
      and Security Agreement has been discharged (theLiquidation
      Servicer Termination Date); and
      (ii) the termination of the appointment of the Liquidation Servicer hereunder,
      the Liquidation Servicer shall, in addition to the Liquidation Servicer
      Annual Fee, be entitled to payment on each Business Day of a fee of one
      per cent. per annum of the Receivables recovered or collected on the immediately
      preceding Business Day (theLiquidation
      Servicer Collections Fee) plus
      VAT.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(c) | The Liquidation Servicer Annual
      Fee, the Liquidation Servicer Collections Fee and any VAT thereon shall
      be payable subject to and in accordance with Clauses 6.3 and 7.2 of the
      Silver Note Issuer Security Agreement and Clauses 7.3 and 8.3 of the US
      Master Purchaser Guarantee and Security Agreement.                                                                                                                                                                                                                                                                                                                                                                                                               

BUHRMANN TERMINATION EVENTS

25.1Termination
  of Appointment:Subject to Clause 25.7 below, if a Buhrmann Termination
  Event occurs, then the Security Agent and/or the Silver Security Agent (on behalf
  of the US Master Purchaser and/or the Silver Note Issuer respectively) shall
  promptly, by notice in writing to the Master Servicer terminate the appointment
  of the Master Servicer under this Agreement with effect from a date (not earlier
  than the date of the notice) specified in the notice, provided that the Master
  Servicer shall not cease to perform its obligations or to be entitled to its
  rights under this Agreement until such time as the
  Liquidation Servicer has commenced its duties pursuant to Clause 25.10. Upon
  any termination of the Master Servicer pursuant to this Clause 25.1 the appointment
  of any Sub-Servicer will immediately be terminated. The Security Agent shall
  promptly notify the Liquidation Servicer that the appointment of the Master
  Servicer has been terminated.

Page 171

---



Back to Contents

25.2Obligation
  to Notify of Buhrmann Termination Event:As soon as possible and in any event within one Business Day of the Master Servicer
  becoming aware of such fact, the Master Servicer shall notify the Silver Security
  Agent, the Security Agent, the MTN Security Trustee and the Liquidation Servicer
  of the occurrence of any Buhrmann Termination Event or Potential Buhrmann Termination
  Event.

25.3Agency
  to Terminate:On and after termination
  of the appointment of the Master Servicer all authority and power of the Master
  Servicer under this Agreement shall be terminated and of no further effect and
  the Master Servicer shall no longer hold itself out in any way as the agent
  of the the US Master Purchaser or the Silver Note Issuer.

25.4Redelivery
  of Records:Upon termination of the appointment
  of the Master Servicer, the Master Servicer shall immediately deliver or make
  available to (and in the meantime shall hold as fiduciary agent of) the Security
  Agent and/or the Silver Security Agent or as either shall direct all contract
  records, books of account, papers, records, registers, computer tapes and discs
  (and any duplicates thereof), statements, correspondence and documents in its
  possession or under its control relating to the Securitised US Receivables and/or
  the Silver Notes and/or the affairs of the US Master Purchaser or belonging
  to the US Master Purchaser and/or the affairs of the Silver Note Issuer or belonging
  to the Silver Note Issuer including all original contracts and the Transaction
  Documents in its possession (provided that the Master Servicer shall have the
  right to make and retain such copies of any such records as it desires), any
  moneys then held by the Master Servicer on behalf of the US Master Purchaser
  or the Silver Note Issuer and any other assets of the US Master Purchaser or
  of the Silver Note Issuer and shall take such further action as the US Master
  Purchaser, the Silver Note Issuer, the Silver Security Agent or the Security
  Agent may reasonably direct.

25.5Confirmation
  of Certain Provisions:Any provision of
  this Agreement which is stated to continue after termination of this Agreement
  shall remain in full force and effect notwithstanding termination.

25.6Substitute
  Master Servicer:It is hereby declared
  that neither the Security Agent, the Silver Security Agent nor the MTN Security
  Trustee shall be under any obligation to act as or to appoint a substitute Master
  Servicer should the Liquidation Servicer fail to perform its obligations hereunder
  and shall be under no liability for not so acting or appointing.

25.7Expiry:If not otherwise terminated, this Agreement
  shall terminate at such time as the US Master Purchaser has no further interest
  in relation to any Securitised US Receivable.

Page 172

---



Back to Contents

25.8Survival
  of Rights and Obligations:With effect
  from the date of termination of this Agreement, the rights and obligations of
  the Master Servicer under this Agreement shall cease but such termination shall
  be without prejudice to (a) any liabilities of the Master Servicer to the US
  Master Purchaser, the Silver Note Issuer, the Silver Security Agent, the Security
  Agent or the MTN Security Trustee incurred before the date of termination, and
  (b) any liabilities of the US Master Purchaser or the Silver Note Issuer incurred
  to the Master Servicer before the date of termination, provided that the Master
  Servicer shall have no right to withhold or set-off any amounts due to it under
  this Agreement against any amounts held by it on behalf of the US Master Purchaser
  or the Silver Note Issuer.

25.9Fees:On termination of the appointment of the
  Master Servicer, it shall be entitled to receive all fees and other moneys accrued
  up to the date of termination but shall not be entitled to any other or further
  compensation. Such moneys so receivable by the Master Servicer shall be paid
  by the US Master Purchaser or the Silver Note Issuer, as the case may be, on
  the dates on which they would otherwise have been payable under this Agreement
  subject always to the provisions of this Agreement and the other Transaction
  Documents. For the avoidance of doubt, such termination shall not affect the
  rights of the Master Servicer to receive payment of all amounts due to it from
  the US Master Purchaser or the Silver Note Issuer other than under this Agreement.

|25.10 | Liquidation
      Servicer Commencement: The Liquidation
      Servicer shall commence its duties:                                                                                                                                                                                   
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                      
|(a)   | no later than five Business Days
      after the delivery by the Security Agent of a notice to the Master Servicer
      of the termination of the Master Servicers appointment in accordance
      with Clause 25.1; or                                                            
|      |                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                      
|(b)   | subject to Clause 21.1(k), no later
      than three Business Days after the delivery by the Security Agent of a notice
      to the Master Servicer of the termination of the Master Servicers
      appointment in accordance with Clause 25.1 if the Rating Trigger has occurred.

LIQUIDATION SERVICER

26.1Undertakings:
  Upon commencement of its duties in accordance with Clause 25.10, the Liquidation
  Servicer shall (without prejudice to any of its specific obligations under this
  Agreement) make the undertakings set out in Clause 21.1 (other than those set
  out in paragraphs (b), (i), (k) and (o) thereof) to each of the US Master Purchaser,
  the Silver Note Issuer, the Silver Security Agent, the Security Agent and the
  MTN Security Trustee. Such undertakings shall applymutatis
  mutandis.

26.2Standard
  of Care: In performing its duties hereunder,
  the Liquidation Servicer shall comply in all material respects with the Buhrmann
  Operating Procedures or to the extent that those procedures are not applicable
  (having regard to the nature of the default or failure to perform in question)
  take such action as would a prudent creditor operating an international paper
  distribution business in respect of such default or failure to perform. In applying
  the Buhrmann Operating Procedures or taking such action in relation to any particular
  Originator which is in default, the Liquidation Servicer may exercise such discretion
  to deviate therefrom as would be exercised by a reasonably
  prudent creditor operating an international paper distribution business but
  subject to the Liquidation Servicer believing on reasonable grounds that to
  do so will enhance recovery prospects or minimise loss.

Page 173

---



Back to Contents

26.3Retirement
  of the Liquidation Servicer: The Liquidation
  Servicer may retire from its appointment at any time upon giving not less than
  90 days notice in writing to the US Master Purchaser, the Silver Note Issuer,
  the Silver Security Agent, the Cash Manager, the Security Agent and the MTN
  Trustee; provided that the Liquidation Servicer shall not cease to perform its
  obligations or to be entitled to its rights under this Agreement until such
  time as a suitable replacement liquidation servicer shall have been appointed
  by the Security Agent, subject to satisfaction of the Rating Condition.

FURTHER PROVISIONS

27.1Rectification:In the event that any amount paid pursuant
  to this Agreement shall be determined (after consultation between the parties
  in good faith) to have been incorrect, the parties hereto shall consult in good
  faith in order to agree upon an appropriate method for rectifying such error
  so that the amounts received by all relevant parties are those which they would
  have received if no such error had been made.

27.2Notification
  of Judgment Creditors of the Master Servicer:The Master Servicer undertakes that it shall, immediately upon it becoming aware
  of the same, notify the US Master Purchaser, the Silver Note Issuer, the Silver
  Security Agent, the Security Agent and the MTN Security Trustee in the event
  that (i) any person shall have obtained judgment against the Master Servicer
  in any proceedings before any court, arbitration or administrative or other
  body or tribunal for an amount (or amounts) equal to or greater than US$50,000,000
  and/or (ii) any person shall have applied to a court for an order over or against
  any Securitised US Receivable purchased under the US Contribution Agreement,
  any proceeds of or interests in any Securitised US Receivable or any of the
  Collection Accounts and in this event, the Master Servicer shall advise the
  US Master Purchaser and the Silver Note Issuer of the need to verify that the
  interests of the US Master Purchaser, the Silver Note Issuer, the Silver Security
  Agent and the Security Agent in the Securitised US Receivables is known by the
  courts, arbitration board, or administrative or other body or tribunal. The
  Master Servicer further undertakes that it shall supply to the US Master Purchaser,
  the Silver Note Issuer, the Silver Security Agent, the Security Agent and the
  MTN Trustee all such information as any of them may reasonably request in connection
  with the hearing of such application to enable all or any of them to intervene
  in such hearing.

27.3No
  Enquiries:The Master Servicer acknowledges
  that prior to the completion of the sale and purchase of any Receivable under
  the US Contribution Agreement, none of the US Master Purchaser, the Silver Note
  Issuer, the Silver Security Agent, the Security Agent or the MTN Security Trustee
  will make any enquiries of or in respect of any person which owes payment or
  other obligations in respect of a Receivable and/or as to the creditworthiness
  of any such person and/or any Receivable and/or the sums receivable under or
  stated to be receivable under any contract or arrangement relating to a Receivable.

Page 174

---



Back to Contents

27.4The
  security documents:Each of the Master
  Servicer and the Liquidation Servicer agrees with the Security Agent and Silver
  Security Agent to be bound by the terms of the Silver Note Issuer Security Agreement
  and the US Master Purchaser Guarantee and Security Agreement and agrees with
  the MTN Security Trustee to be bound by the terms of the MTN Issuer Security
  Documents.

27.5Subordination
  of Rights of Master Servicer and Liquidation Servicer:

|(a) | Notwithstanding anything to the
      contrary in this Agreement, (i) all payments to be made by the US Master
      Purchaser under this Agreement shall be made by the US Master Purchaser
      solely from funds credited to the US Master Purchaser Transaction Accounts
      which the US Master Purchaser is entitled to apply in the order of priority
      set out in Clauses 7.3 and 8.3 of the US Master Purchaser Guarantee and
      Security Agreement and (ii) all payments to be made by the Silver Note Issuer
      under this Agreement shall be made by the Silver Note Issuer solely from
      funds credited to the Silver Note Issuer Operating Account which the Silver
      Note Issuer is entitled to apply in the order of priority set out in Clauses
      6.3 and 7.2 of the Silver Note Issuer Security Agreement and/or Clauses
      5.2 and 6.3 of the Silver Note Issuer Deed of Charge and neither the US
      Master Purchaser nor the Silver Note Issuer shall have any obligation to
      make any such payment as detailed in (i) or (ii) respectively except to
      the extent of such funds which the US Master Purchaser or the Silver Note
      Issuer is so entitled to apply and has available for the purpose in accordance
      with the terms thereof.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | Notwithstanding any other provision
      of this Agreement, on the winding-up of the US Master Purchaser or the Silver
      Note Issuer until one year and one day has elapsed following the payment
      of sums outstanding and owing in respect of the US Master Purchaser Secured
      Obligations or the Silver Note Issuer Secured Obligations, none of the Master
      Servicer, any Sub-Servicer, the Liquidation Servicer or the US Registrar
      shall take any proceedings against the the US Master Purchaser or the Silver
      Note Issuer to enforce any of its rights hereunder or purport to enforce
      its rights hereunder whether by exercising any set-off, or making any withholding
      or deduction against any amounts otherwise due to the US Master Purchaser
      or the Silver Note Issuer under this Agreement or any of the Transaction
      Documents or otherwise and any such claims by the Master Servicer, any Sub-Servicer,
      the Liquidation Servicer, the Silver Note Registrar or the US Registrar
      shall be deemed not to fall due until such date.                                                                                                                                                                                             

27.6    Assignment:The rights and obligations of the parties to this Agreement are personal
  and none of the the US Master Purchaser, the Silver Note Issuer, the Master
  Servicer or the Liquidation Servicer may assign or transfer any of its rights
  and obligations under this Agreement without the prior written consent of the
  Security Agent, the Silver Security Agent and the MTN Security Trustee provided
  that the parties hereto acknowledge that the US Master Purchaser and the Silver
  Note Issuer have assigned their rights under this Agreement to the Security
  Agent and the Silver Security Agent pursuant to the US Master Purchaser Guarantee
  and Security Agreement, the Silver Note Issuer Deed of Charge and the Silver
  Note Issuer Security Agreement, and the Master Servicer hereby consents to such
  assignments.

Page 175

---



Back to Contents

GOVERNING
  LAW

28.1    This Agreement
  shall be governed by and construed in accordance with the laws of England.

28.2    The Courts
  of England shall have exclusive jurisdiction to settle any disputes which may
  arise out of or in connection with this Agreement.

Page 176

---



Back to Contents

SCHEDULE 1

Form of Master Servicer’s Daily and Master
  Servicer’s Monthly Report

|Daily Report                                                               
|---------------------------------------------------------------------------
|                                                                           
|Date                                                                       
|Portfolio Data                                                             
|                                                                           
|                                                                           
|Total outstanding purchased invoices
      at begin of from date           
|(-)                                                                        
|(-)                                                                        
|(+)                                                                        
|(-)                                                                        
|(-)                                                                        
|(=)                                                                        
|                                                                           
|                                                                           
|Collections on funded invoices                                             
|(+)                                                                        
|(=)                                                                        
|                                                                           
|                                                                           
|(=)                                                                        
|(-)                                                                        
|(-)                                                                        
|(-)                                                                        
|(=)                                                                        
|(-)                                                                        
|                                                                           
|(-)                                                                        
|(-)                                                                        
|                                                                           
|(=)                                                                        
|(=)                                                                        
|Outstanding real defaulted purchased
      invoices at end of report period
|                                                                           
|                                                                           
|Required Reserves                                                          
|                                                                           
|                                                                           
|Discounted Buhrmann Notes                                                  
|Cash collateral on accounts                                                
|Externally Issued discounted Buhrmann
      Notes                          
|                                                                           
|                                                                           
|Asset Liability Test                                                       
|                                                                           
|                                                                           
|                                                                           
|                                                                           
|BUHRMANN Capital Contribution                                              
|                                                                           
|Balance of Deutsche Bank Transaction
      Account                         
|MTN principle reserve amount                                               

Page 177

---



Back to Contents



|Monthly Report                                        
|------------------------------------------------------
|Date                                                  
|Portfolio Data                                        
|                                                      
|                                                      
|Aggregate CollectedSecuritised
      US Receivables   
|Aggregate Dilutions                                   
|Aggregate PurchasedSecuritised
      US Receivables   
|Delinquent Receivables                                
|Defaulted Receivables                                 
|Aggregate face amountsSecuritised
      US Receivables
|                                                      
|                                                      
|Reserve Calculations                                  
|Calculated Dilution Reserve %                         
|Calculated Default Reserve %                          
|Calculated Discount %                                 
|Applicable Default reserve                            
|Required Reserve %                                    
|                                                      
|                                                      
|Trigger Calculations                                  
|                                                      
|                                                      
|Default Trigger Calc.                                 
|                                                      
|                                                      
|                                                      
|Dilution Trigger Calc.                                
|                                                      
|                                                      
|                                                      
|Delinquency Trigger Calc.                             
|                                                      
|                                                      
|                                                      
|DSO Trigger Calc.                                     
|                                                      
|                                                      
|                                                      
|                                                      
|Ledgers                                               
|Balance IPP Ledger                                    
|Balance DPP Ledger                                    
|Balance Discount Ledger                               
|Balance total Receivables Ledger                      
|                                                      
|                                                      
|Buhrmann Notes
      Issuance                         
|Buhrmann Notes                                        
|                                                      
|                                                      
|Buhrmann Notes
      Issuance                         
|                                                      
|MTN discounted value                                  
|CP discounted value                                   

Page 178

---



Back to Contents

SCHEDULE 2

Form of Invoices File

|Minimal required mandatory fields daily Invoices
      file | 
|----------------------------------------------------------- | 
|                                                            | 
|                                                            | 
|Name of Originator                                          | 
|Customer Identification Number                              | 
|Country of residence of Obligor                             | 
|Invoice Number                                              | 
|Invoice Date                                                | 
|Due Date                                                    | 
|Amount                                                      | 
|Currency                                                    | 
|Amount of Dilution                                          | 
|Ineligible (1 yes / 0 no)                                   | 
|Invoice Defaulting State                                    | 

Page 179

---



Back to Contents

SCHEDULE 3

Form of Counterparty File

|Minimal required mandatory fields monthly
      counterparty file | 
|----------------------------------------------------------------- | 
|                                                                  | 
|Customer Identification Number                                    | 
|Name of Originator                                                | 
|Customer Name                                                     | 
|Customer Address line                                             | 
|Customer Postal code                                              | 
|Customer City                                                     | 
|Country of residence of Obligor                                   | 
|Ineligible (1 yes / 0 no)                                         | 

Page 180

---



Back to Contents

|SCHEDULE
    4
|--------------

Letter of Engagement and Terms and Conditions

Page 181

---



Back to Contents

EXECUTION PAGES

Signed by the duly authorised representatives of the parties as of the day and year first above written:

The European Master Purchaser

|SIGNEDby                           | )
|---------------------------------- | -
|                                   | )
|for and on behalf of               | )
|SILVER SECURITISATION B.V.         | )
|                                   |  
|The US Master Purchaser            |  
|                                   |  
|SIGNEDby                           | )
|for and on behalf ofCORPORATE      | )
|EXPRESS OFFICE PRODUCTS, INC.,     | )
|as managing member of              | )
|BUHRMANN SILVER US LLC             | )
|                                   |  
|The Silver Note Issuer             |  
|                                   |  
|SIGNEDby                           | )
|for and on behalf ofCORPORATE      | )
|EXPRESS OFFICE PRODUCTS, INC.,     | )
|as managing member of              | )
|BUHRMANN SILVER FINANCING LLC)     | )
|                                   |  
|                                   |  
|The European Receivables Warehouse |  
|Company                            |  
|                                   |  
|SIGNEDby                           | )
|for and on behalf of               | )
|BUHRMANN SILVER S.A.               | )
|                                   |  
|The Master Servicer                |  
|                                   |  
|SIGNEDby                           | )
|for and on behalf of               | )
|BUHRMANN STAFDIENSTEN B.V.         | )

Page 182

---



Back to Contents

|The US Sub-Servicers                |  
|----------------------------------- | -
|                                    |  
|SIGNEDby                            | )
|for and on behalf of                | )
|A.S.A.P. SOFTWARE EXPRESS, INC.     | )
|                                    |  
|SIGNEDby                            | )
|for and on behalf of                | )
|CORPORATE EXPRESS                   | )
|OFFICE PRODUCTS, INC.               | )
|                                    |  
|SIGNEDby                            | )
|for and on behalf of                | )
|CORPORATE EXPRESS                   | )
|OF TEXAS, INC.                      | )
|                                    |  
|SIGNEDby                            | )
|for and on behalf of                | )
|CORPORATE
    EXPRESS DOCUMENT &    | )
|PRINT MANAGEMENT, INC.              | )
|                                    |  
|The Security Agent and MTN Security |  
|Trustee                             |  
|                                    |  
|SIGNEDby                            | )
|and                                 | )
|for and on behalf of                | )
|DEUTSCHE TRUSTEE COMPANY            | )
|LIMITED                             | )
|                                    |  
|The Liquidation Servicer            |  
|                                    |  
|SIGNEDby                            | )
|for and on behalf of                | )
|PRICEWATERHOUSECOOPERS              | )

Page 183

---



Back to Contents

|The Parent                |  
|------------------------- | -
|                          |  
|SIGNEDby                  | )
|for and on behalf of      | )
|BUHRMANN N.V.             | )
|                          |  
|Rabobank International    |  
|                          |  
|SIGNEDby                  | )
|COÖPERATIEVE
    CENTRALE | )
|RAIFFEISEN-BOERENLEENBANK | )
|B.A.(trading asRABOBANK   | )
|INTERNATIONAL),LONDON     | )
|BRANCH                    | )

For the purposes of Article 63, sub-paragraph 2 of Council Regulation (EC) No. 44/2001 of 22 December 2000 on Jurisdiction and the Recognition and Enforcement of Judgements in Civil and Commercial Matters, the undersigned hereby expressly and specifically accept the jurisdiction of the competent courts of England.

Buhrmann Silver S.A.



By

Page 184

---



Back to Contents

CONTENTS

|CLAUSE                                           |                                                              | PAGE | 
|------------------------------------------------ | ------------------------------------------------------------ | ---- | 
|                                                 |                                                              |      | 
|1.                                               | INTERPRETATION                                               | 5    | 
|2.                                               | DEED
    TO AMEND THE FRAMEWORK DEED AND SERVICING AGREEMENT | 5    | 
|3.                                               | AMENDMENTS
    TO THE FRAMEWORK DEED AND SERVICING AGREEMENT | 5    | 
|4.                                               | FURTHER
    ASSURANCE                                        | 6    | 
|5.                                               | MODIFICATION                                                 | 6    | 
|6.                                               | PARTIAL
    INVALIDITY                                       | 6    | 
|7.                                               | GOVERNING
    LAW                                            | 6    | 
|8.                                               | COUNTERPARTS                                                 | 6    | 
|SCHEDULE 1 MASTER DEFINITIONS AND FRAMEWORK DEED | 12                                                           |     
|INTERPRETATION                                   | 16                                                           |     
|DEFINITIONS                                      | 17                                                           |     
|AGREEMENT                                        | 102                                                          |     
|ADDITIONAL
    ORIGINATORS                       | 102                                                          |     
|JURISDICTION                                     | 103                                                          |     
|FURTHER
    ASSURANCES                           | 105                                                          |     
|NOTICES                                          | 106                                                          |     
|WAIVERS;
    REMEDIES CUMULATIVE                 | 113                                                          |     
|MODIFICATION
    AND WAIVER                      | 113                                                          |     
|ENTIRE
    AGREEMENT                             | 113                                                          |     
|LIMITED
    RECOURSE AND NON PETITION            | 114                                                          |     
|CONDITIONS
    PRECEDENT                         | 117                                                          |     
|MISCELLANEOUS
    PROVISIONS                     | 117                                                          |     
|COUNTERPARTS                                     | 119                                                          |     
|GOVERNING
    LAW                                | 119                                                          |     
|CONTRACTS
    (RIGHTS OF THIRD PARTIES) ACT 1999 | 119                                                          |     
|APPLICATION
    OF TRUSTEE ACTS                  | 119                                                          |     
|APPENDIX                                         | 121                                                          |     
|                                                 | Buhrmann Termination Events                                  | 122  | 
|                                                 | Conditions Precedent                                         | 127  | 



---



Back to Contents

|SCHEDULE 2 SERVICING AGREEMENT                                | 142 | 
|------------------------------------------------------------- | --- | 
|DEFINITIONS
    AND INTERPRETATION                            | 146 | 
|APPOINTMENT
    OF MASTER SERVICER                            | 146 | 
|APPOINTMENT
    OF SUB-SERVICERS                              | 147 | 
|APPOINTMENT
    OF LIQUIDATION SERVICER                       | 148 | 
|APPOINTMENT
    OF US REGISTRAR AND THE SILVER NOTE REGISTRAR | 149 | 
|REPRESENTATIONS,
    WARRANTIES AND UNDERTAKINGS              | 149 | 
|COLLECTION
    OF RECEIVABLES                                 | 151 | 
|RECORDS
    AND ACCOUNTS                                      | 151 | 
|CALCULATIONS                                                  | 154 | 
|DUTIES
    IN RESPECT OF THE BUHRMANN NOTES AND SILVER NOTES  | 155 | 
|APPLICATION
    OF FUNDS                                      | 156 | 
|REPORTS                                                       | 156 | 
|PURCHASES                                                     | 159 | 
|REPURCHASES                                                   | 159 | 
|ENFORCEMENT                                                   | 159 | 
|RECORDS
    AND INFORMATION                                   | 159 | 
|TAXATION                                                      | 160 | 
|REGISTRATIONS
    AND CONSENTS                                | 161 | 
|DUTIES
    OF THE US REGISTRAR                                | 162 | 
|DUTIES
    OF THE SILVER NOTE REGISTRAR                       | 164 | 
|UNDERTAKINGS
    OF THE MASTER SERVICER AND THE SUB-SERVICERS | 166 | 
|SUB-CONTRACTS                                                 | 170 | 
|LIABILITY
    OF MASTER SERVICER                              | 170 | 
|SERVICING
    FEES                                            | 171 | 
|BUHRMANN
    TERMINATION EVENTS                               | 171 | 
|LIQUIDATION
    SERVICER                                      | 173 | 
|FURTHER
    PROVISIONS                                        | 174 | 
|GOVERNING
    LAW                                             | 176 | 

Page II

---



Back to Contents

30 NOVEMBER,
  2005

BUHRMANN N.V. 
  BUHRMANN US INC.
  BUHRMANN STAFDIENSTEN B.V.
  SILVER SECURITISATION B.V.BUHRMANN SILVER US LLC
  BUHRMANN
        SILVER S.A.BUHRMANN
        SSC (EUROPE) N.V.
  BUHRMANN UK LIMITEDCORPORATE
EXPRESS
DOCUMENT & PRINT MANAGEMENT, INC.CORPORATE EXPRESS OFFICE PRODUCTS, INC.CORPORATE EXPRESS OF TEXAS, INC.ASAP SOFTWARE EXPRESS, INC.DEUTSCHE TRUSTEE COMPANY LIMITEDDEUTSCHE
BANK AG,Amsterdam
Branch 
DEUTSCHE BANK AG LONDONDEUTSCHE
BANK LUXEMBOURG S.A.DEUTSCHE BANK AG, New YorkERASMUS CAPITAL CORPORATIONSILVER FUNDING LIMITEDBUHRMANN SILVER FINANCING, LLCCOÖPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. (trading as RABOBANK INTERNATIONAL),
London BranchDEUTSCHE INTERNATIONAL CORPORATE SERVICES LIMITEDPRICEWATERHOUSECOOPERS

---

DEED OF AMENDMENT 
  relating toMaster
Definitions and Framework Deed and Servicing Agreement each 
dated 27 September 2000 (as amended from time to time)

---









---