**Exhibit 4.20**

 

**Master Definitions and FrameworkDeed**

 

**THIS DEED** was made on 27 September 2000 and amended and restated on 28September 2001 and on 18 July 2002

 

**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)**                                 **BUHRMANNUS INC.**, a company incorporated in Delaware(registered number 99 94 582) whose registered office is at Corporation TrustCentre, 1209 Orange Street, Wilmington, County of New Castle, Delaware,United States (***BuhrmannUS***);

 

**(3)**                                 **BUHRMANN STAFDIENSTEN****B.V.**, a limited liability company incorporated inThe Netherlands (registered number BV243180) whose registered office is atHoogoorddreef 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**, alimited liability company formed under the law of the State of Delaware havingits registered office at Corporate Trust Center, 1209 Orange Street, WilmingtonDelaware and having its principalplace of business at 1 Environmental Way, Broomfield,Colorado 80021-3416 (the ***USMaster Purchaser*** and, together with the European MasterPurchaser, the ***MasterPurchasers***);

 

**(6)**                                 **BUHRMANN SILVER S.A.**, a limited liability company incorporated in Luxembourg (registerednumber 75881) whose registered office is at 400 Route d’Esch, L-1471 Luxembourg (the ***European******Receivables Warehouse Company***);

 

**(7)**                                 **BUHRMANN EUROPCENTER N.V.**, a limited liability company incorporated in Belgium (registerednumber 84665) whose registered office is at Bodemmstratt 11, bus 1, B-3830Wellen, Belgium (***Europcenter***);

 

**(8)**                                 **BUHRMANN FINED B.V.**,****a limited liabilitycompany incorporated in The Netherlands (registered number 33149244) whoseregistered office is at Hoogoorddreef 62, 1101 BE Amsterdam, The Netherlands(the ***InitialSubordinated Buhrmann European Note Purchaser***  which expression shall include any personthat accedes to the terms of the European Master Purchaser Funding Deedthereunder and together with any other person that accedes to the terms of theEuropean Master Purchaser Funding Deed, the ***Subordinated******Buhrmann European Note Purchasers***and each a ***Subordinated******Buhrmann European NotePurchaser***) and as Jersey Company Subordinated Note Purchaserunder the Jersey Company Subordinated Note Purchase Facility (the ***Jersey Company Subordinated NotePurchaser***);

 

**(9)**                                 **BÜHRMANN-UBBENS B.V.**, a limited liability company incorporated in The Netherlands(registered number 08000089) whose registered office is at Pollaan 1, 7202 BVZutphen and **PROOST EN BRANDT B.V.**,a limited liability company incorporated in The Netherlands (registered number33002333) whose registered office is at Stammerkamp 1, 1112 VE Diemen, TheNetherlands, each as an Originator under the Dutch Master Receivables PurchaseAgreement (in such capacity, each an ***Initial Dutch Originator***) and as aSub-Servicer under the Dutch Servicing Agreement (in such capacity, each an ***Initial Dutch Sub-Servicer***);

 

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**(10)**                          **ROBERT HORNE GROUP PLC**(formerly known as Robert Horne Paper Company Limited), a publiclimited liability company incorporated in England and Wales (registered number00584756) whose registered office is at Huntsman House, Mansion Close, MoultonPark, Northampton NN3 6LA; **THE HOWARD SMITHPAPER GROUP LIMITED**, a limited liability company incorporated inEngland and Wales (registered number 01138498) whose registered office is atSovereign House, Rhosili Road, Brackmills, Northampton NN4 0JE; and **THE M6 PAPER GROUP LIMITED**, a limitedliability company incorporated in England and Wales (registered number02755905) whose registered office is at Motorway House, Charter Way,Hurdsfield, Macclesfield, Cheshire SK10 2NY, each as an Originator underany English Receivable Sale Contract (in such capacity, each an ***Initial English Originator***)and as a Sub-Servicer under the English Servicing Agreement (in such capacity,each an ***Initial EnglishSub-Servicer***);

 

**(11)**                          **CORPORATEEXPRESS OFFICE PRODUCTS, INC.**, a Delawarecorporation having its principal place of business at 1 Environmental Way,Broomfield, Colorado 80021-3416 (***Corporate Express***), as an Originator underthe 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***);

 

**(12)**                          **CORPORATEEXPRESS OF TEXAS, INC.**,****a Delaware corporation having its principal place of businessat 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 the Initial US Originators together with the Initial Dutch Originators andthe Initial English Originators, the ***Initial Originators***) and as a Sub-Servicerunder 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***,and the Initial US Sub-Servicers together with the Initial Dutch Sub-Servicersand the Initial English Sub-Servicers, the ***Initial Sub-Servicers***)

 

**(13)**                          **DEUTSCHE TRUSTEE COMPANY LIMITED** (formerly known as Bankers Trustee Company Limited),****a limited liability company incorporatedin England and Wales (registered number 00338230) whose registered office******is at Winchester House, 1 Great WinchesterStreet, London EC2N 2DB (as the ***Security Agent***, which expression shall******include such person and all other person orpersons for the time being acting as the security agent or agents pursuant tothe Master Purchaser Security Documents; as the ***MTN Trustee*** under the MTN Trust Deed,which expressionshall******includesuch person and all other person or persons for the time being acting as thetrustee pursuant to the MTN Trust Deed; and as the ***MTN Security Trustee***under the MTN Issuer Deed of Charge, which expression shall******include such person and all other person orpersons for the time being acting as the security trustee pursuant to the MTNIssuer Deed of Charge);

 

**(14)**                          **DEUTSCHE BANK AKTIENGESELLSCHAFT**, acting through its office at Große Gallusstraße 10-14, D-60272Frankfurt am Main, Germany in its capacity as agent for the Jersey CompanyLiquidity Banks under the Jersey Company Liquidity Facility Agreement referredto below (the ***JerseyCompany Liquidity Agent***, which expression shall include itssuccessors and persons deriving title under the Jersey Company LiquidityFacility Agreement as Jersey Company Liquidity Agent thereunder); as JerseyCompany Overdraft Bank under the Jersey Company Overdraft Facility Agreementreferred to below (the ***JerseyCompany Overdraft Bank*** which expression shall include itssuccessors and persons deriving title under it as Jersey Company Overdraft Bankthereunder); as Jersey Company L/C Bank under the Jersey Company Standby Letterof Credit Agreement referred to below (the ***Jersey Company L/C Bank*** which expressionshall include its successors and persons deriving title under it as JerseyCompany L/C Bank thereunder); as Jersey Company Cash Administrator under theJersey Company Cash Administration Agreement referred to below (the ***Jersey Company Cash Administrator***which expression shall include any person appointed as Jersey Company CashAdministrator thereunder); and, acting through its office atTaunusanlage 12, 60325

 

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Frankfurt in its capacity as Jersey CompanyAccount Bank under the Jersey Company Cash Administration Agreement referred tobelow (the ***JerseyCompany Account Bank*** which expression shall include any personappointed as Jersey Company Account Bank thereunder);

 

**(15)**                          **DEUTSCHE BANK AG**,**Amsterdam Branch**, acting through its officeat Herengracht 450, 1017 CA Amsterdam as European Master Purchaser Account Bankunder the Cash Management Agreement referred to below (the ***European******Master Purchaser Account Bank***which expression shall include any person appointed as European MasterPurchaser Account Bank thereunder) as European Receivables Warehouse CompanyAccount Bank under the Cash Management Agreement (the ***European Receivables WarehouseCompany Account Bank*** which expression shall include any personappointed as European Receivables Warehouse Company Account Bank thereunder),as MTN Issuer Account Bank under the Cash Management Agreement (the ***MTN Issuer Account Bank***which expression shall include any person appointed as MTN Issuer Account Bankthereunder) and as MTN Issuer Liquidity Facility Provider under the MTN IssuerLiquidity Facility Agreement (the ***MTN Issuer Liquidity Facility Provider***);

 

**(16)**                          **DEUTSCHE BANK AG LONDON**, acting through its office at Winchester House, 1 GreatWinchester Street, London EC2N 2DB as Cash Manager under the Cash ManagementAgreement referred to below (the ***Cash Manager*** which expression shall includeany person appointed as Cash Manager thereunder), as MTN Agent under the MTNAgency Agreement referred to below (the ***MTN Agent*** which expression shall include anyperson appointed as MTN Agent thereunder) and as MTN Dealer (the ***MTN Dealer***) and MTNArranger under the MTN Programme Agreement;

 

**(17)**                          **DEUTSCHE BANK LUXEMBOURG S.A.**,****acting through itsoffice at 2 Boulevard Konrad Adenauer, L-115 Luxembourg as Luxembourg MTNPaying Agent under the MTN Agency Agreement (the ***Luxembourg MTN Paying Agent***whichexpression shall include any person appointed as Luxembourg MTN Paying Agentthereunder);

 

**(18)**                          **DEUTSCHE BANK AG, New York**, acting through its office at 31 West 52nd Street, New York, NewYork 10019 as US Master Purchaser Account Bank under the Cash ManagementAgreement referred to below (the ***US Master Purchaser Account Bank*** whichexpression shall include any person appointed as US Master Purchaser AccountBank thereunder);

 

**(19)**                          **RHEINGOLDNO. 11****LIMITED**,****a limited liability companyincorporated in Jersey having its registered office at Whiteley Chambers, Don Street,St. Helier, Jersey, JE4 9WG, Channel Islands (as the ***Jersey Company*** and asthe ***Initial BuhrmannNote Purchaser***);

 

**(20)**                          **SILVERFUNDING LIMITED**,a public company incorporated with limited liability in Jersey (registerednumber 78721) having its registered office at WhiteleyChambers, Don Street, St. Helier, Jersey, JE4 9WG, Channel Islands (the ***MTN******Issuer***);

 

**(21)**                          **RHEINGOLDSECURITISATION LIMITED**,****a limited liability companyincorporated in Jersey having its registered office at Whiteley Chambers, Don Street,St. Helier, Jersey, JE4 9WG, Channel Islands (the ***CP******Issuer***);

 

**(22)**                          **DEUTSCHEINTERNATIONAL CORPORATE SERVICES LIMITED**, a limitedliability company incorporated in Jersey having its registered office at St.Paul’s Gate, New Street, St. Helier, Jersey, Channel Islands (as the ***Jersey Company Security******Trustee***and the ***MTN IssuerCorporate Administrator***); and

 

**(23)**                          **PRICEWATERHOUSECOOPERS** a United Kingdom partnership whose principal place of business is1 Embankment Place, London WC2N 6RH England (the ***Liquidation Servicer***).

 

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**Whereas:**

 

(A)                              The Originators wish to sell from time to time and the EuropeanReceivables Warehouse Company and the US Master Purchaser wish to purchase fromtime to time Receivables, together with the benefit of the Ancillary Rightsrelating thereto, on the terms and subject to the conditions set out in therelevant European Master Receivables Purchase Agreements or the US ContributionAgreement, as the case may be.

 

(B)                                The European Receivables Warehouse Company wishes to on-sell fromtime to time and the European Master Purchaser wishes to purchase from time totime the Receivables, together with the benefit of the Ancillary Rightsrelating thereto, purchased by the European Receivables Warehouse Company fromthe Originators, on terms subject to the conditions set out in the relevantOnward European Master Receivables Purchase Agreements.

 

(C)                                In connection therewith each of the parties hereto will enter intothe Transaction Documents (as amended and restated as of the date hereof, asthe case may be) to which it is a party and each of the parties wishes torecord its agreement regarding the incorporation of the definitions, andinterpretation of certain words and expressions, contained in Clause 2 into therelevant 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 dateof this Deed.

 

(D)                               Each of the parties hereto wishes to record its agreement regardingthe incorporation of the provisions set out in Clauses 3 to 17 and thedefinitions set out in Clause 2 into the Transaction Documents (as amended andrestated as of the date hereof, as the case may be) and which are to beexecuted among themselves on or about the same date of this Deed.

 

(E)                                 Each of the parties hereto wishes to record its agreement to theaccession to this Deed from time to time of further Buhrmann Group companies asOriginators and Sub-Servicers and to the making of certain amendments to thedefinitions contained within Clause 2 of this Deed to give effect to thesame upon and subject to the terms of this Deed and the other TransactionDocuments.

 

## **Interpretation**

## ** **

1.1                                 Capitalised terms in this Deed (including the Recitals) shall, exceptwhere the context otherwise requires and save where otherwise defined herein,bear the meanings ascribed to them in Clause 2.1 (as the same may beamended, varied or supplemented from time to time with the consent of theparties hereto) and this Deed (including the Recitals) shall be construed inaccordance with the principles of construction set out in Clauses 2.2 to2.7.

 

1.2                                 Where any party hereto from time to time acts in more than onecapacity hereunder, the provisions of this Deed shall apply to such party asthough it were a separate party in each such capacity except insofar as theymay require such party in one capacity hereunder to give any notice orinformation to itself in another capacity.

 

## **Definitions**

## ** **

2.1                                 In any agreement, instrument or deed expressly and specificallyincorporating by reference this Master Definitions and Framework Deed thefollowing expressions shall, except where the context otherwise requires andsave where otherwise defined therein, have the following meanings:

 

***AA RequiredReserve Amount***means, on anyBusiness Day and in respect of an Agreed Currency:

 

(A x B) + C + D +E

 

where,

 

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A                                      is the AA Reserve Percentage in respect of such Agreed Currency asat the immediately preceding Calculation Date;

 

B                                        is (i) (in the case of Securitised European Receivables) theaggregate of the Face Amounts of Securitised Receivables (including anyReceivables which are to be purchased by the European Master Purchaser on suchBusiness Day) denominated in that Agreed Currency on each Business Day less anyDefaulted Receivables and Written-off Receivables denominated in that AgreedCurrency less                           in that Agreed Currency, the sum of (a) Dilutions; (b) items C and Eset out below; (c) Excess Concentrations; and (d) Unallocated Cash Proceeds and(ii) (in the case of Securitised US Receivables) the US Net Pool Balance;

 

C                                        is in the case of each Agreed Currency (other than US Dollars) thesum of (i) the Rebate Dilutions in respect of such Agreed Currency on thatBusiness Day and (ii) the product of (a) the highest of the Rebate DilutionMonthly Accruals in respect of such Agreed Currency as at the twelve previousCalculation Dates and (b) 110  per cent.;

 

D                                       is, in the case of US Dollar the sum of (i) the Rebate Dilutions onthat Business Day and (ii) the product of (a) the product of the highest of theAverage Rebate Dilution Monthly Accruals as at the twelve previous CalculationDates and 110 per cent; and (b) the Loss Horizon; and

 

E                                         is, in the case of each Agreed Currency the product of (a) thehighest of the Discount Dilution Monthly Accruals in respect of such AgreedCurrency as at the twelve previous Calculation Dates and (b) 110 per cent.;

 

***AA ReservePercentage*** means, on any BusinessDay and in respect of an Agreed Currency:

 

(i)                                     if A is greater than or equal to either B or C, then A; or

 

(ii)                                  if A is less than either B or C, then the greater of B or C,

 

where:

 

A                                      is the Reserve Floor Percentage on that Business Day in the relevantAgreed Currency;

 

B                                        is the Reserve Floor in respect of the such Agreed Currency as atthe immediately preceding Calculation Date; and

 

C                                        is the sum of the Default Reserve Percentage and the DilutionReserve Percentage in respect of such Agreed Currency as at the immediatelypreceding Calculation Date save that in component ‘D’ of the definition ofDefault Reserve Percentage, for these purposes, the relevant multiplier shallbe 2.25 and in component ‘B’ of the definition of Dilution Reserve Percentage,for these purposes, the relevant multiplier shall be 2.25;

 

***ABN AMRO Dutch Collection Accounts***means the accounts in the name of Bührmann-Ubbens B.V. (accountno. 48-63-85-221, 50-05-22-111 and 58-81-42-573) with ABN AMRO Bank N.V.;

 

***ABN AMRO******DutchCollection Account Agreement***means the collection accountagreement dated the European Closing Date, as amended and restated on 26November 2001 and on or before the MTN Closing Date, between Bührmann-UbbensB.V., the Master Servicer, the European Receivables Warehouse Company, theSecurity Agent and ABN AMRO Bank N.V.;

 

***ABN AMRO Dutch Collection Claims PledgeAgreement***means the collectionclaims pledge agreement dated the European Closing Date, as amended andrestated on 26 November 2001 and on or before the MTN Closing Date, between theEuropean Receivables Warehouse Company, the Security Agent and ABN AMRO BankN.V.;

 

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***Accreted Value***means, in respect of the Buhrmann US Notes on any date, the sum of(A) the aggregate Subscription Prices of all Buhrmann US Notes outstanding onsuch date plus (B) the Buhrmann US Note Discount accreted thereon at the USFunding Rate;

 

***Accumulation Period*** means with respect toany 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 theInterest Payment Date specified in the applicable Supplement as the MTNExpected Maturity Date and ending on the earlier to occur of (a) the date onwhich 100 per cent. of the aggregate nominal amount of the MTNs of such Serieshas been reserved, (b) an Early European Amortisation Event with respect tosuch Agreed Currency (in the case of MTNs denominated in euros or Sterling) oran 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 Seriesspecified in the applicable Supplement; provided that (i) the Master Serviceron behalf of the relevant Master Purchaser shall have absolute discretion tocommence any Accumulation Period on an earlier date and (ii) the MasterServicer on behalf of the relevant Master Purchaser shall be permitted to delaythe commencement of any Accumulation Period, subject to the consent of the MTNTrustee and satisfaction of the Rating Condition;

 

***Action***means any judicial or administrative proceeding, or threatenedproceeding, including any government investigation, whether civil, criminal orotherwise;

 

***AdditionalDutch Originator***means anycompany within the Buhrmann Group incorporated in The Netherlands which, withthe consent of the European Master Purchaser, the Buhrmann European NotePurchasers and the Security Agent, and upon satisfaction of the RatingCondition, accedes to the Transaction Documents to which the Initial DutchOriginators are a party pursuant to Clause 4 of this Deed;

 

***AdditionalEnglish Originator***means anycompany within the Buhrmann Group incorporated in England and Wales which, withthe consent of the European Master Purchaser, the Buhrmann European NotePurchasers and the Security Agent, and upon satisfaction of the RatingCondition, accedes to the Transaction Documents to which the Initial EnglishOriginators are a party pursuant to Clause 4 of this Deed;

 

***AdditionalJurisdiction Originator***means anycompany within the Buhrmann Group incorporated in an Eligible OriginatorCountry (other than The Netherlands, England or the United States) which, withthe consent of the Master Purchasers, the Buhrmann Note Purchasers and theSecurity Agent, and upon satisfaction of the Rating Condition, accedes to theTransaction Documents pursuant to Clause 4 of this Deed following theentry into by it of a Further European Master Receivables Purchase Agreement orUS Contribution Agreement in respect of receivables originated in thejurisdiction in which it is incorporated;

 

***AdditionalMember***means any Person whobecomes a Member under the LLC Agreement pursuant to Section 9.7 of thatagreement;

 

***AdditionalOriginator***means any AdditionalDutch Originator and/or any Additional English Originator and/or any AdditionalUS Originator and/or any Additional Jurisdiction Originator, in each case asthe context requires;

 

***AdditionalPayment***means any additionalamount (i) paid by an Originator to the European Receivables WarehouseCompany  or the US Master Purchaser inaccordance with Clause 4.4 of the English Originator Warranty and IndemnityDeed, Clause 7.4 of the Dutch Master Receivables Purchase Agreement or Clause 7.5of the US Contribution Agreement or (ii) paid by the European ReceivablesWarehouse Company to the European Master Purchaser in accordance withClause 4.4 of the European Receivables Warehouse Company English Warrantyand Indemnity Deed or Clause 7.4 of the Onward Dutch Master ReceivablesPurchase Agreement;

 

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***Additional Sub-Servicer***means any company within the Buhrmann Group incorporated in anEligible Originator Country which accedes to the Transaction Documents to whichthe Initial Sub-Servicers are a party;

 

***Additional USOriginator***means any company within the Buhrmann Groupincorporated in the United States which, with the consent of the US MasterPurchaser, the Buhrmann US Note Purchasers and theSecurity Agent, and upon satisfaction of the Rating Condition, accedes to theTransaction Documents to which the Initial US Originators are a party pursuantto Clause 4 of this Deed;

 

***Affiliate*** means, with reference to the US Master Purchaser: (a) any Personthat directly or indirectly, through one or more intermediaries, controls, oris 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 servesin a similar capacity with respect to the US Master Purchaser, or (ii) for orof which the US Master Purchaser is a shareholder or other owner of equity,director, officer, employee, agent, attorney or trustee, or serves in a similarcapacity. As used in this definition, the term “control” means the possession, directlyor indirectly, of the power to direct or cause the direction of the managementor policies of a Person, whether through the ability to exercise voting power,by contract or otherwise; and “controlled” has a correlative meaning.

 

***AggregateAvailable US Collection Account L/C Amount***means on any Business Day the aggregate undrawn face amount of allEligible US Collection Account Letters of Credit;

 

***AggregateNominal Amount*** with respect toeach Series of MTNs has the meaning specified in the applicable Supplement;

 

***AgreedCurrencies***means euro, sterling,US dollars and/or such other currencies as may be agreed from time to timebetween the Master Purchasers, the Buhrmann Note Purchasers, the Security Agentand the Rating Agencies, and ***Agreed Currency*** shall mean any one of them;

 

***Ancillary Rights***means, in respect of each Receivable, all right, benefit andinterest of the relevant Originators in and to any insurance policy andproceeds therefrom and/or any trade indemnity protection scheme and anycovenant for payment in relation thereto;

 

***AssignedAccounts***means, in connectionwith the US Lock Box and Assigned Account Agreement, the deposit accounts atHarris No.232-776-5, No.232-808-6 and No.209-708-7, each in the name of the USMaster Purchaser;

 

***Available Euro Securitisation CP FundedFacility Amount***means, on anyBusiness Day during the European Securitisation CP Availability Period, thedifference between the Euro Securitisation CP Funded Facility Amount and the aggregateof the Face Values of all euro denominated Buhrmann European Notes thenoutstanding held by or on behalf of the Initial Buhrmann Note Purchaser(adjusted, in the case of any proposed issue of euro denominated Buhrmann EuropeanNotes to the Initial Buhrmann Note Purchaser, to take account of anyeuro denominated Buhrmann European Notes due to be issued to the Initial BuhrmannNote Purchaser or held by or on behalf of the Initial Buhrmann Note Purchaserdue to be redeemed on that Business Day);

 

***Available L/CPortion***has the meaning specifiedin the Jersey Company Standby Letter of Credit Agreement;

 

***AvailableSecuritisation CP Funded Facility Amount***means the aggregate of the Available Euro Securitisation CP FundedFacility Amount, the Available Sterling Securitisation CP Funded Facility Amountand the Available US Dollar Securitisation CP Funded Facility Amount;

 

***Available Sterling Securitisation CP FundedFacility Amount***means, on anyBusiness Day during the European Securitisation CP Availability Period, thedifference between the Sterling Securitisation CP Funded Facility Amount and theaggregate of the Face Values of all sterling denominated Buhrmann EuropeanNotes then outstanding held by or on behalf of the Initial Buhrmann NotePurchaser

 

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(adjusted, in the case of any proposed issueof sterling denominated Buhrmann European Notes to the Initial Buhrmann Note Purchaser,to take account of any sterling denominated Buhrmann European Notes due to beissued to the Initial Buhrmann Note Purchaser or held by or on behalf of theInitial Buhrmann Note Purchaser due to be redeemed on that Business Day);

 

***Available USDollar Securitisation CP Funded Facility Amount***means on any Business Day during the US Securitisation CPAvailability Period, the difference between the US Dollar Securitisation CPFunded Facility Amount and the aggregate of the Face Values of all US dollardenominated Buhrmann US Notes then outstanding held by or on behalf of theInitial Buhrmann Note Purchaser (adjusted, in the case of any proposed issue ofUS dollar denominated Buhrmann US Notes to the Initial Buhrmann Note Purchaser,to take account of any US dollar denominated Buhrmann US Notes due to be issuedto the Initial Buhrmann Note Purchaser or held by or on behalf of the InitialBuhrmann Note Purchaser due to be redeemed on that Business Day);

 

***AverageCollection Period***means, on anyCalculation Date and in respect of an Agreed Currency, a period of days equalto:

 

(A)                              the greater of (i) one and (ii) the fraction, the numerator of whichis the aggregate of the Face Amounts of all Securitised Receivables denominatedin that Agreed Currency as at that Calculation Date and the denominator ofwhich is the total amount received by the relevant Master Purchaser in thatAgreed Currency in respect of Securitised Receivables during the 30 dayspreceding ending on such Calculation Date; multiplied by

 
| (B) |  |
|-----|--|

 

where:

 

A                                      is 2; and

 

B                                         is 365 (with respect to Securitised English Receivables) or 360(with respect to Securitised Dutch Receivables and Securitised US Receivables);

 

***Average CreditTerms***means on any CalculationDate and in respect of an Agreed Currency, the arithmetical average number ofdays (rounded to the nearest whole day) between the date on which SecuritisedReceivables denominated in that same Agreed Currency are invoiced and their DueDates;

 

***Average DefaultRatio***means, on any CalculationDate and in respect of an Agreed Currency, the fraction expressed as apercentage obtained by dividing (A) the aggregate of the Default Ratios inrespect of such Agreed Currency on that Calculation Date and the preceding twoCalculation Dates by (B) three;

 

***AverageDilution Ratio*** means, on anyCalculation Date and in respect of an Agreed Currency, the fraction expressedas a percentage obtained by dividing (A) the aggregate Dilution Ratios inrespect of such Agreed Currency on that Calculation Date and the preceding twoCalculation Dates by (B) three;

 

***Average DutchDays Sales Outstanding*** means theaverage of the Days Sales Outstanding in respect of euro on the most recentCalculation Date (or on such Business Day if such Business Day is a CalculationDate) and the preceding two Calculation Dates;

 

***Average EnglishDays Sales Outstanding*** means theaverage of the Days Sales Outstanding in respect of Sterling on the most recentCalculation Date (or on such Business Day if such Business Day is a CalculationDate) and the preceding two Calculation Dates;

 

***Average PaymentPeriod***means the number of dayswhich the Master Servicer (acting as a prudent servicer) may from time to timedetermine (and notify to the relevant Master Purchaser) as a reasonable

 

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estimate of the average number of daysbetween the date on which a Receivable is invoiced and the date on which it iscollected;

 

***Average RebateDilution Monthly Accruals***means,the average of the Rebate Dilutions Monthly Accruals on the most recentCalculation Date (or on such Business Day if such Business Day is a CalculationDate) and the preceding five Calculation Dates;

 

***Average US DaysSales Outstanding*** means theaverage of the Days Sales Outstanding in respect of US Dollars on the mostrecent Calculation Date (or on such Business Day if such Business Day is aCalculation Date) and the preceding two Calculation Dates;

 

***BACs CollectionAccounts***means the accounts inwhich payments are effected by way of direct debit as collected by each EnglishOriginator specified for that purpose in accordance with the English CollectionAccount Deed;

 

***Bankruptcy***means, for the purposes of the LLC Agreement and with respect to anyPerson, 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 anorder 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 anystatute, law or regulation,

 

(e)                                   files an answer or other pleading admitting to or failing to contestthe material allegations of a petition filed against it in any proceeding ofthis nature,

 

(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 itsproperties, or

 

(g)                                  if 120 days after the commencement of any proceeding against thePerson seeking reorganisation, arrangement, composition, readjustment,liquidation or similar relief under any statute, law or regulation, if theproceeding has not been dismissed, or if within 90 days after the appointmentwithout such Person’s consent or acquiescence of a trustee, receiver orliquidator of such Person or all of any substantial part of its properties, theappointment is not vacated or stayed, or within 90 days after the expiration ofany such stay, the appointment is not vacated.

 

The foregoing definition of “Bankruptcy” isintended 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 LiabilityCompany Act, 6 Del. C.;

 

***Beneficiaries***means:

 

(a)                                  for the purposes of the Jersey Company Operating Account SecurityAssignment Agreement each of:

 

(i)                       the Jersey Company L/C Bank under the Jersey Company Standby Letterof Credit Agreement;

 

(ii)                    the Jersey Company Liquidity Agent and the Jersey Company LiquidityBanks under the Jersey Company Liquidity Facility Agreement;

 

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(iii)                 theJersey Company Overdraft Bank under the Jersey Company Overdraft FacilityAgreement;

 

(iv)                theCounterparties under the Jersey Company Foreign Exchange Agreement and theJersey Company Hedging Transactions;

 

(v)                   the Jersey Company Cash Administrator and the Jersey Company AccountBank under the Jersey Company Cash Administration Agreement;

 

(vi)                theCP Issuer under the CP Commissioning Agreement;

 

(vii)             Standard& Poor’s;

 

(viii)          Moody’s;

 

(ix)                  the Jersey Company’s auditors;

 

(x)                     the CP Issuer Corporate Administrator; and

 

(b)                                 for the purposes of the CP Issuer Transaction Account SecurityAssignment Agreement each of:

 

(i)                       the holders of the CP Notes; and

 

(ii)                    the CP Issuing Agent;

 

***BuhrmannEuropean Note***means any noteissued or to be issued by the European Master Purchaser pursuant to theEuropean Master Purchaser Funding Deed, and ***Buhrmann European Notes***shall beconstrued accordingly;

 

***BuhrmannEuropean Note Certificate***meansin respect of any Buhrmann European Note, a certificate in the form set out inSchedule 2to the European Master Purchaser Funding Deed issued by the European MasterPurchaser to the person registered as Buhrmann European Noteholder in theRegister;

 

***BuhrmannEuropean Note Conditions***meansthe terms and conditions of the Buhrmann European Notes, in the form set outin Schedule 3 to the European Master Purchaser Funding Deed and a reference toa particular numbered Buhrmann European Note Condition shall be construedaccordingly;

 

***BuhrmannEuropean Note Discount***means, inrelation to each Buhrmann European Note, the amount which is equal to the differencebetween the Face Value of such Buhrmann European Note and its Subscription Price asspecified in the relevant Buhrmann European Note Issue Notice relating to thatBuhrmann EuropeanNote;

 

***BuhrmannEuropean Note Discount******Rate***means, inrespect of a Buhrmann European Note, the percentage obtained by dividing (A)the Discounted Value of such Buhrmann European Note by (B) the Face Value ofsuch Buhrmann European Note, expressing the resultant fraction as a percentage,and subtracting such percentage from 100;

 

***BuhrmannEuropean Note Issue Date***means the date ofissue of a Buhrmann European Note;

 

***BuhrmannEuropean Note Issue Notice***means a notice,substantially in the form set out in Schedule 1 to the European MasterPurchaser Funding Deed, issued by the European Master Purchaser in respect ofthe proposed issue of a Buhrmann European Note;

 

***BuhrmannEuropean Note Purchaser***means (a)as at the MTN Closing Date, Initial Buhrmann Note Purchaser and the MTN Issuer,and (b) thereafter, any other person that accedes to the terms of the EuropeanMaster Purchaser Funding Deed and, *interalia*, to the European Master Purchaser Security

 

10

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Documents as a provider of finance to theEuropean Master Purchaser (with the prior written consent of the Security Agentand the Buhrmann European Note Purchasers) and which purchases from time totime Buhrmann European Notes from the European Master Purchaser;

 

***BuhrmannEuropean Noteholder***means, inrespect of any Buhrmann European Note at any time, any Buhrmann European NotePurchaser or any other person whose name is entered in the Register as theholder of such Buhrmann European Note;

 

***BuhrmannFinancial Performance Cross Default*** means the occurrence of any event of default in respect of afinancial performance covenant in any document entered into by any of theParent, any Originator, the European Receivables Warehouse Company, the MasterServicer or any Sub-Servicer relating to indebtedness for borrowed money havinga maximum aggregate principal amount of borrowed money or facility limit (orthe equivalent) of US$100 million or its equivalent in other currencies ormore;

 

***Buhrmann******Group***meansthe Parent and any of its consolidated subsidiaries;

 

***BuhrmannInterest Rate***means the rate ofinterest determined from time to time by the Cash Manager and the MasterServicer;

 

***Buhrmann Note***means the Buhrmann European Notes and the Buhrmann US Notes, and ***Buhrmann Notes*** shallbe construed accordingly;

 

***Buhrmann NoteDiscount***means the BuhrmannEuropean Note Discount and/or the Buhrmann US Note Discount, as the contextrequires;

 

***Buhrmann NoteIssue Notice*** means a BuhrmannEuropean Note Issue Notice or a Buhrmann US Note Issue Notice, as the contextrequires;

 

***Buhrmann NotePurchaser***means the BuhrmannEuropean Note Purchaser and/or, as the context requires, the Buhrmann US NotePurchaser, and the ***BuhrmannNote Purchasers***shall be construed accordingly;

 

***Buhrmann OperatingProcedures***means the standardoperating, underwriting, credit and collection criteria, procedures andpolicies employed by the Originators at the date hereof and such otherprocedures as would be carried out by a reasonably prudent Originator carryingon the same business as the Originator;

 

***BuhrmannTermination Event***means theoccurrence of any of the events set out in Schedule 1;

 

***Buhrmann US***means Buhrmann US Inc.;

 

***Buhrmann USNote***means any note issued or to be issued by theUS Master Purchaser pursuant to the US Master Purchaser Funding Agreement and ***Buhrmann US Notes*** shallbe construed accordingly;

 

***Buhrmann USNote Certificate***means in respectof a Buhrmann US Note, a certificate in the form set out in Schedule 2 to theUS Master Purchaser Funding Agreement issued by the US Master Purchaser to theperson registered as Buhrmann US Noteholder in the Register;

 

***Buhrmann USNote Conditions***means the termsand conditions of the Buhrmann US Notes, in the form set out in Schedule 3 to the USMaster Purchaser Funding Agreement and a reference to a particular numberedBuhrmann US Note Condition shall be construed accordingly;

 

***Buhrmann USNote Discount***means, in relationto each Buhrmann US Note, the amount which is equal to the difference betweenthe Face Value of such Buhrmann US Note and its Subscription Price as specifiedin the relevant Buhrmann US Note Issue Notice relating to that Buhrmann USNote;

 

11

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***Buhrmann USNote Discount******Rate***means, in respectof a Buhrmann US Note, the percentage obtained by dividing (A) the DiscountedValue of such Buhrmann US Note by (B) the Face Value of such Buhrmann US Note,expressing the resultant fraction as a percentage, and subtracting suchpercentage from 100;

 

***Buhrmann USNote Issue Date***means the date of issue of a Buhrmann US Note;

 

***Buhrmann USNote Issue Notice***means a notice,substantially in the form set out in Schedule 1 to the US Master PurchaseAgreement issued by the US Master Purchaser in respect of the proposed issue ofa Buhrmann US Note;

 

***Buhrmann USNote Purchaser***means, (a) as at the US Closing Date, theInitial Buhrmann Note Purchaser, (b) as at the MTN Closing Date, the InitialBuhrmann Note Purchaser and the MTN Issuer and (c) thereafter, any other personthat accedes to the terms of the US Master Purchaser Funding Agreement and, *inter alia*, to the US Master Purchaser SecurityAgreement as a provider of finance to the US Master Purchaser (with the priorwritten consent of the Security Agent and the Buhrmann US Note Purchasers, andupon satisfaction of the Rating Condition) and which purchases from time totime Buhrmann US Notes from the US Master Purchaser;

 

***Buhrmann USNoteholder***means, in respect ofany Buhrmann US Note at any time, any Buhrmann US Note Purchaser or any otherperson whose name is entered in the Register as the holder of such Buhrmann USNote;

 

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

 

***CalculationDate***means the third Thursday ofeach calendar month or, if such day is not a Business Day, the next followingBusiness Day;

 

***CalculationPeriod***means the periodcommencing 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 (andincluding) the next following Calculation Date and each successive periodcommencing on (but excluding) a Calculation Date ending on (and including) thenext following Calculation Date;

 

***Capital Account***means the capital accountmaintained for a Member pursuant to Section 4.3 of the LLC Agreement;

 

***CapitalContribution***means, with respectto any Member, any contribution (as defined in Section 18-101(3) of theDelaware Limited Liability Company Act, 6 Del. C.) which such Member makes (oris deemed to make) to the US Master Purchaser pursuant to Section 4 of the LLCAgreement and under the US Contribution Agreement;

 

***Cash ManagementAgreement***means the cashmanagement agreement dated 27 September 2000, as amended and restated on28 September 2001 and on or before the MTN Closing Date, between theEuropean Receivables Warehouse Company , the Master Purchasers, the SecurityAgent, the Cash Manager, the MTN Issuer, European Receivables Warehouse CompanyAccount Bank and the Master Purchaser Account Banks;

 

***Cash Manager***means Deutsche Bank AG London in its capacity as cash manager forthe European Receivables Warehouse Company, the Master Purchasers and the MTNIssuer under the Cash Management Agreement;

 

***Certificate***means the certificate of formation of the US Master Purchaser,together with any and all amendments, corrections, supplements and restatementsthereof, filed in the Office of the Secretary of State of the State ofDelaware;

 

12

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***Charges***means, in respect of the US Lock Box and Assigned Account Agreement,all fees and charges due from the US Master Purchaser to Harris in connectionwith the Lock Boxes and the Assigned Accounts and all returned items andchargebacks for uncollected checks deposited in the Assigned Accounts;

 

***ChequeCollection Account***means theaccount set up for payments which are effected by way of cheque paid into thataccount in accordance with the English Collection Account Deed;

 

***Class***means MTN Class A, MTN Class B, MTNClass C, MTN Class D, MTN Class E, MTN Class F or any of them;

 

***Clearstream,Luxembourg***means ClearstreamBanking, société anonyme;

 

***Code***means the United States Internal Revenue Code of 1986, as amendedfrom time to time.  Any reference to anyspecific provision of the Code or any regulations thereunder shall be deemed torefer to any successor provisions thereto;

 

***CollectionAccounts***means the DutchCollection Accounts, the English Collection Accounts and/or the US CollectionAccount, as the context requires;

 

***CollectionAccount Banks***means the DutchCollection Account Banks, the English Collection Account Bank and the USCollection Account Bank;

 

***Collection Date***means, in respect of eachReceivable, 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 therelevant Originator, and (ii) in respect of payments made by any other means,such amounts received in respect of such Receivable are credited to aCollection Account and accounted for by the relevant Originators followingpayment by or on behalf of the relevant Obligor to or on behalf of (x) theEuropean Receivables Warehouse Company for the account of the European MasterPurchaser or (y) the US Master Purchaser;

 

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

 

***Commitment Fee*** means any commitment fee due to any Buhrmann Note Purchaser;

 

***Common Depositary***means Deutsche BankAG, London;

 

***CompanyDistributions***means cash or otherproperty that is distributed pursuant to Section 5.3 or Section 11.2 of the LLCAgreement;

 

***ConcentrationLimits***means the Maximum CountryLimit and the Maximum Obligor Limit;

 

***ConditionsPrecedent***means the conditionsprecedent set out in Clause 4 of the European Master Purchaser Funding Deed andClause 4 of the US Master Purchaser Funding Agreement;

 

***Confirmation***means a written confirmation (including telex, facsimile or otherelectronic means from which it is possible to produce a hard copy) evidencing aJersey Company Foreign Exchange Transaction pursuant to the Jersey CompanyForeign Exchange Agreement;

 

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

 

***ContributionDate***means the date on which anyOffer to Contribute is accepted;

 

13

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***ControllingClass***means, at any time, thethen most senior Class of MTNs outstanding;

 

***CorporateExpress of Texas***means CorporateExpress of Texas, Inc.;

 

***CorporateExpress***means Corporate ExpressOffice Products, Inc.;

 

***CounterpartyFile***means the data file producedby or on behalf of each Originator in the form set out in Schedule 3 to the ServicingAgreement;

 

***Coupon***means an interest coupon appertaining to a definitive MTN, suchcoupon being:

 

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

 

(b)                                 if appertaining to a Floating Rate Note, in the form orsubstantially in the form set out in Part IVB of the Second Schedule to the MTNTrust Deed or in such other form, having regard to the terms of issue of theMTNs of the relevant Series, as may be agreed between the MTN Issuer, the MTNAgent, the MTN Trustee and the relevant MTN Dealer(s); or

 

(c)                                  if appertaining to a definitive MTN which is neither a Fixed RateNote nor a Floating Rate Note, in such form as may be agreed between the MTNIssuer, 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 issuedpursuant to MTN Condition 12;

 

***Couponholder***means the several persons who are for the time being holders of theCoupons 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 theholder or holders of one or more Coupons appertaining to the MTNs of suchSeries;

 

***CP CommissioningAgreement***means the commissioningagreement dated 27 September 2000, as amended and restated on28 September 2001 and on or about the MTN Closing Date, between theCP Issuer and the Jersey Company;

 

***CP Dealer***means any person designated as a dealer under the CP DealerAgreement;

 

***CP DealerAgreement***means the dealeragreement relating to the CP Programme dated on 19 March 1998 as renewed on18 November 1999 between the CP Issuer, Deutsche BankAktiengesellschaft and the CP Dealers as amended;

 

***CP InformationMemorandum***means the documentgiving information about the CP Programme to potential investors in the CPNotes dated 19 March 1998 as amended on 15 November 1999;

 

***CP Issuer***means Rheingold Securitisation Limited, company incorporated inJersey, Channel Islands with limited liability, having its registered office atWhiteley Chambers, Don Street, St. Helier, Jersey, Channel Islands;

 

***CP IssuerCorporate Administrator***meansDeutsche International Corporate Services Limited in its capacity as such forthe purposes of the CP Programme under the CP Issuer Corporate Secretarial andAdministration Agreement;

 

***CP IssuerCorporate Secretarial and Administration Agreement***means the agreement dated 19 March 1998, between the CP Issuer andthe CP Issuer Corporate Administrator;

 

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***CP IssuerTransaction Account***means theinterest bearing account or accounts designated as such with account number9687047 and operated by the Jersey Company Cash Administrator in the name ofthe CP Issuer at the Jersey Company Account Bank utilised for the purposes ofthe Jersey Company Cash Administration Agreement and the CP CommissioningAgreement or such other account or accounts as may for the time being be inaddition thereto or substituted therefor in accordance with the terms of theJersey Company Cash Administration Agreement and the CP CommissioningAgreement;

 

***CP IssuerTransaction Account Security Assignment Agreement***means an agreement dated 23 March 1998 between Rheingold SecuritisationLimited and the Jersey Company Security Trustee;

 

***CP IssuingAgent***means Deutsche BankAktiengesellschaft in its capacity as issuing agent under the CP Issuing andPaying Agency Agreement;

 

***CP Issuing andPaying Agency Agreement***means theissuing and paying agency agreement dated 19 March 1998 as amended on 15November 1999, between the CP Issuer and Deutsche Bank Aktiengesellschaftrelating to the CP Programme;

 

***CP Note***means a commercial paper note issued by the CP Issuer on behalf ofthe Jersey Company pursuant to the instructions given by the Jersey Company tothe CP Issuer in accordance with the terms of the CP Commissioning Agreementand purchased by a CP Dealer pursuant to the CP Dealer Agreement and includesthe commercial paper notes represented by a CP Note in global form;

 

***CP Paying Agent***means Deutsche BankAktiengesellschaft in its capacity as paying agent under the CP Issuing andPaying Agency Agreement;

 

***CP Programme***means the commercial paper programme established by the CP Issuerpursuant to the CP Dealer Agreement;

 

***CP ProgrammeAdministrator***means Deutsche BankAktiengesellschaft in its capacity as programme administrator in relation tothe CP Programme;

 

***Credit Note***means any statement evidencing credit in respect of amounts owed byan Obligor to an Originator in respect of any Receivable;

 

***Credit NoteLedger***means the ledgermaintained by the Master Servicer which will, in respect of each AgreedCurrency:

 

(a)                                  be adjusted as appropriate by all the amounts denominated in such AgreedCurrency in respect of which a Credit Note has been issued by an Originator toan Obligor; and

 

(b)                                 be adjusted as appropriate by the aggregate of the amountsdenominated in such Agreed Currency in respect of which a Credit Note issued byan Originator to an Obligor has been applied or cancelled;

 

***Cross-BilledObligor*** means an Obligor inrespect of Securitised US Receivables who receives a combined invoice inrespect of goods and services from more than one division of the US Originator;

 

***Currency***means euro, sterling, US dollars or such other currency orcurrencies as may be agreed from time to time between the parties to the JerseyCompany Foreign Exchange Agreement and that satisfies the Rating Condition;

 

***CurrencyObligation***means, in the case ofa Jersey Company Foreign Exchange Transaction under the Jersey Company ForeignExchange Agreement, the undertaking of the Securitisation Company to deliverthe Original Currency to the Jersey Company Counterparty and the undertaking ofthe Jersey Company Counterparty to deliver the Exchange Currency to theSecuritisation Company;

 

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***Current DefaultRatio*** means on any Calculation Date and in respect ofSecuritised US Receivables, the fraction, expressed as a percentage, obtainedby dividing (A) the aggregate of the Face Amounts of all Securitised USReceivables which have become Defaulted Receivables and are still outstanding,on any of the preceding 30 days by (B) the aggregate of the Face Amount of allSecuritised US Receivables that are Eligible US Receivables;

 

***DayCount Fraction***has the meaning as specified in MTN Condition6(a) in relation to interest on Fixed Rate Notes, or MTN Condition 6(b) inrelation to interest on Floating Rate Notes, as applicable;

 

***DaysSales Outstanding*** means, on anyCalculation Date the fraction, the numerator of which is the aggregate of theFace Amounts of all Securitised Receivables denominated in that Agreed Currencyas at that Calculation Date and the denominator of which is the total amountreceived by the relevant Master Purchaser in that Agreed Currency in respect ofSecuritised Receivables during the 30 days preceding ending on such CalculationDate;

 

***DeemedCollections***means, on any day, (i) the aggregate amounts paid by the Originators(other than amounts representing interest) in repurchasing Receivables, and/orsubstituting Receivables, pursuant to Clause 11.1(b) of the Dutch MasterReceivables Purchase Agreement, Clause 5.1(b) of the English OriginatorWarranty and Indemnity Deed or Clause 11.1(b) of the US ContributionAgreement or in respect of set-offs and Dilutions pursuant toClause 11.1(d) of the Dutch Master Receivables Purchase Agreement,Clause 5.1(d) of the English Originator Warranty and Indemnity Deed or Clause 11.1(d)of the US Contribution Agreement or in respect of recovered VAT underClause 11.4 of the Dutch Master Receivables Purchase Agreement orClause 5.4 of the English Originator Warranty and Indemnity Deed and notpreviously applied in purchasing Receivables; or (ii) the aggregate amountspaid by the European Receivables Warehouse Company (other than amountsrepresenting interest) in repurchasing Receivables, and/or substitutingReceivables, pursuant to Clause 11.1(d) of the Onward Dutch Master ReceivablesPurchase Agreement or Clause 5.1(b) of the European Receivables WarehouseCompany English Warranty and Indemnity Deed or in respect of set-offs andDilutions pursuant to Clause 11.1(d) of the Onward Dutch Master ReceivablesPurchase Agreement or Clause 5.1(d) of the European Receivables WarehouseCompany English Warranty and Indemnity Deed or in respect of recovered VATunder Clause 11.4 of the Onward Dutch Master Receivables Purchase Agreement orClause 5.4 of the European Receivables Warehouse Company English Warranty andIndemnity Deed and not previously applied in purchasing Receivables;

 

***Default Ratio***means on any Calculation Date and in respect of an Agreed Currency,the fraction, expressed as a percentage, obtained by dividing (A) the aggregateof the Face Amounts of all Securitised Receivables denominated in that AgreedCurrency and which have become Defaulted Receivables and are still outstanding,on any of the preceding 30 days by (B) , the Relevant Sales-Defaults in respectof all Securitised Receivables denominated in that Agreed Currency;

 

***DefaultReceivable Maturity***means, on anyBusiness Day and in respect of an Agreed Currency:

 

A+B

 

where:

 

A                                      is the Average Credit Terms as at the most recent Calculation Datein respect of that Agreed Currency; and

 

B                                        is 60 in the case of a European Receivable and 150 in the case of aUS Receivable;

 

***Default ReserveFloor***means, on any Calculation Date in respect ofSecuritised Receivables in an Agreed Currency, 5 times the Obligor Percentagefor the largest Obligors in such Agreed Currency;

 

***Default ReservePercentage***means, on anyCalculation Date and in respect of an Agreed Currency A x B x C

 

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where:

 

A                                      is the Expected Defaults in respect of that Agreed Currency as atsuch Calculation Date;

 

B                                        is the Loss Horizon Ratio in respect of that Agreed Currency as atsuch Calculation Date; and

 

C                                        is 2;

 

***Defaulted MTN*** has the meaning given to it in Clause 6.6 of the MTN AgencyAgreement;

 

***DefaultedEnglish Receivables Purchase Price***means the price to be paid (i) by an English Originator to theEuropean Receivables Warehouse Company and (ii) by the European ReceivablesWarehouse Company to the European Master Purchaser following the exercise bythe European Receivables Warehouse Company and the European Master Purchaser ofthe Defaulted Receivables Put Option, equal to the sum of (i) the InitialPurchase Price of such English Receivable at its Purchase Date plus (ii)interest on the Initial Purchase Price of such English Receivable to the datewhen the Defaulted Receivables Purchase Price in respect of the EnglishReceivable is paid to the European Receivables Warehouse Company or theEuropean Master Purchaser at a rate per annum equal to the highest Estimated FundingCost of any Buhrmann European Noteholder as at the most recent CalculationDate;]

 

***DefaultedReceivable***means a SecuritisedReceivable (other than a Non-Funded Receivable) in respect of which:

 

(a)                                  (x) in the case of Securitised European Receivables, all or part ofits Face Amount remains unpaid for more than 60 days, but no more than 90days past its Due Date; and (y) in the case of Securitised US Receivables, allor part of its Face Amount remains unpaid for more than 150 days, but no morethan 180 days past its Due Date; or

 

(b)                                 any of the events referred to in paragraphs (h) to (l) ofSchedule 1 of this Deed (with relevant changes to refer to the Obligorrather than any Originator) occurs in relation to any person who is an Obligorin respect of such Securitised Receivable and (in the case of SecuritisedEuropean Receivables only) such Receivable is not a Written-off Receivable; or

 

(c)                                  the Master Servicer, acting as a prudent servicer, has made awrite-off or provision against loss in respect of any part of the Face Amountof such Securitised Receivable and such Securitised Receivable is not aWritten-off Receivable;

 

***DefaultedReceivables Put Option*** has themeaning given to it in Clause 3.1 of the English Originator Warranty andIndemnity Deed or Clause 3.1 of the European Receivables Warehouse CompanyEnglish Warranty and Indemnity Deed;

 

***DeferredPurchase Price***means, on anyCollection Date and in respect of each Receivable (the ***Relevant Receivable***)denominated in an Agreed Currency, the amount which is the greater of (i) zeroand (ii):

 

where:

 

A                                      is the aggregate amount received for the account of the relevantMaster Purchaser from Obligors on the Collection Date in respect of SecuritisedReceivables denominated in the same currency as the Relevant Receivable (the ***Collections***);

 

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B                                        is the product of (x) the aggregate of the Face Amounts of allSecuritised Receivables denominated in that Agreed Currency on that CollectionDate and (y) the Discount Percentage as at the Collection Date;

 

C                                        is the aggregate of the IPP Collections in respect of SecuritisedReceivables denominated in that Agreed Currency as at the Collection Date;

 

D                                       is the Required Reserve Adjustment;

 

E                                         is, (x) in the case of determining the Discount Percentage for anypurchase by the European Master Purchaser, zero and (y) in the case ofdetermining the Discount Percentage for any purchase by the EuropeanReceivables Warehouse Company, the *pro rata*amount of the European Receivables Warehouse Company Profit;

 

F                                         is the Face Amount of the Relevant Receivable; and

 

G                                        is the aggregate of the Face Amounts of the Securitised Receivablesdenominated in that Agreed Currency in respect of which the Collections werereceived on that Collection Date;

 

***Delaware Act***means the Delaware Limited Liability Company Act, 6 Del.C. Sections18-101 through 18-1109, as amended from time to time;

 

***DelinquencyRatio***means, on any Business Day,and in respect of an Agreed Currency, the fraction, expressed as a percentage,obtained by dividing (A) the aggregate of the Face Amounts of all SecuritisedReceivables denominated in that Agreed Currency which were DelinquentReceivables on the most recent Business Day which are still outstanding (exceptthat Securitised US Receivables shall only include Securitised Receivableswhich become Delinquent Receivables during the preceding 30 days and which arestill outstanding) in respect of which a Master Servicer’s Daily Report hasbeen received by the relevant Master Purchaser by (B) the RelevantSales-Delinquencies in respect of all Securitised Receivables denominated inthat Agreed Currency;

 

***DelinquentReceivable***means (x) aSecuritised European Receivable (other than a Non-Funded Receivable) in respectof which all or part of its Face Amount remains unpaid for more than 30 days(but no more than 60 days) past its Due Date or (y) a Securitised USReceivable (other than a Securitised US Receivable that is a DefaultedReceivable or a Non-Funded Receivable) in respect of which all or part of itsFace Amount remains unpaid for more than 60 days past its Due Date;

 

***DelinquentReceivable Maturity***means, on anyBusiness Day,

 

A+B

 

where:

 

A                                      is the Average Credit Terms as at the most recent Calculation Datein respect of the relevant Securitised Receivables; and

 

B                                        is 30 (in the case of Securitised European Receivables) or 60 (inthe case of Securitised US Receivables);

 

***DeterminationDate*** means, with respect to aSeries of MTNs, the date specified in the applicable Supplement;

 

***DeterminationPeriod***means, with respect to a Series of Fixed Rate Notes,each period from (and including) a Determination Date to (but excluding) thenext Determination Date (including, where either the Interest Commencement Dateor the final Interest Payment Date is not a Determination Date, the periodcommencing on the first Determination Date prior to, and ending on the firstDetermination Date falling after, such date);

 

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***Deutsche NewYork Branch***means Deutsche BankAG, acting through its New York branch;

 

***DilutionHorizon Ratio***means, on anyCalculation Date and in respect of an Agreed Currency, the fraction expressedas a ratio obtained by dividing (A) the aggregate Face Amount of all salesoccurring during the immediately preceding 30 days (or 45 days in thecase of US Receivables) by (B) (1) in respect of an Agreed Currency other thanUS dollars, the aggregate of the Face Amounts of all SecuritisedReceivables denominated in that Agreed Currency as at such Calculation Datewhich are not Defaulted Receivables or Written-off Receivables in respect ofthat Agreed Currency or (2) in respect of US dollars, the aggregate of theFace Amount of all Securitised Receivables that are Eligible US Receivablesless Excess Concentrations;

 

***Dilution Ratio***means on any Calculation Date and in respect of an Agreed Currency,the fraction, expressed as a percentage, obtained by dividing (A) the aggregateamount of Dilutions occurring during the immediately preceding 30 days inrespect of Securitised Receivables denominated in that Agreed Currency by (B)the aggregate of the Face Amounts of Receivables denominated in that AgreedCurrency which became Securitised Receivables during that period of30 days;

 

***DilutionReserve Percentage***means, on any Calculation Dateand in respect of an Agreed Currency,

 

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

 

where:

 

A                                      is the Expected Dilutions in respectof that Agreed Currency as at such Calculation Date;

 

B                                        is 2;

 

C                                        is the greater of (a) zero, and (b) the Dilution Spike in respect ofthat Agreed Currency as at such Calculation Date less the Expected Dilutions inrespect of that Agreed Currency as at such Calculation Date;

 

D                                       is the Dilution Spike in respect ofthat Agreed Currency as at such Calculation Date divided by the ExpectedDilutions in respect of that Agreed Currency as at such Calculation Date; and

 

E                                         is the Dilution Horizon Ratio in respect of that Agreed Currency asat such Calculation Date;

 

***Dilution Spike***means, on any Business Day and in respect of an Agreed Currency, thehighest of the Dilution Ratios calculated in respect of such Agreed Currency oneach of the immediately preceding 12 Calculation Dates;

 

***Dilutions***means the aggregate amount of delivery price adjustments, refunds,credits (including Credit Notes), rebates, discounts, disputes, allowances orreverse invoices against Securitised Receivables and other adjustments orallowances in respect of Securitised Receivables permitted or incurred by theOriginators, provided that Dilutions shall not include any amount which isincluded within the definition of Rebate Dilutions or the definition ofDiscount Dilutions or any Linked Credit Notes or any Credit Note for whichthere is no corresponding Obligor or to the extent that the Credit Notes attributableto an Obligor outstanding exceed the amount of Securitised Receivablesattributable to such Obligor;

 

***Discount***means, in respect of a Securitised Receivable denominated in anAgreed Currency, the amount calculated by multiplying the Face Amount of thatSecuritised Receivable by the Discount Percentage in respect of that AgreedCurrency as determined by the Master Servicer pursuant to the ServicingAgreement;

 

***DiscountDilution Accruals***means, on any Business Day and in respect of an Agreed Currency, theaggregate of all amounts denominated in such Agreed Currency by each Originatorin its accounts in respect of Discount Dilutions;

 

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***DiscountDilution Monthly Accruals***means, on anyCalculation Date and in respect of an Agreed Currency, the aggregate of theDiscount Dilution Accruals in respect of such Agreed Currency which have arisensince the immediately preceding calendar month;

 

***DiscountDilutions***means the aggregateamount of discounts granted by Originators to Obligors and which are accrued bythe Originator granting such discount in its accounts; provided that DiscountDilutions shall not include any amount in respect of which the relevant MasterPurchaser has received a Deemed Collection;

 

***Discount Ledger***means the ledger maintained bythe Master Servicer which will in respect of each Agreed Currency:

 

(a)                          be adjusted as appropriate with all amounts denominated in suchAgreed Currency received for the account of the European Receivables WarehouseCompany, the European Master Purchaser or the US Master Purchaser into aCollection Account in respect of Securitised Receivables which represent theDiscount element of such Securitised Receivables; and

 

(b)                         be adjusted as appropriate with all amounts denominated in eachAgreed Currency which have been applied on each Business Day (i) in redeemingBuhrmann European Notes, Buhrmann US Notes or Subordinated Buhrmann EuropeanNotes, (ii) in paying the European Master Purchaser Senior Expenses or the USMaster Purchaser Senior Expenses, (iii) in the case of European Receivables, inpaying Surplus Discount to the European Receivables Warehouse Company, and, inturn an Originator, or (iv) in the case of US Receivables, in increasing theInterest of an Originator in respect of Surplus Discount;

 

***DiscountPercentage***means, on any Monthly Settlement Date and inrespect of each Agreed Currency:

 

 

where:

 

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 theBuhrmann Note Purchasers, the Master Purchasers and the European ReceivablesWarehouse Company denominated in that Agreed Currency as at the most recentlyMonthly Determination Date and (ii) the amounts specified in Clauses (c),(f), (g), (i), (j) and (k) of the definition of Estimated Funding costs inrespect of the Buhrmann Note Purchasers, the Master Purchasers and the EuropeanReceivables Warehouse Company denominated in all Agreed Currencies as at themost recent Monthly Determination Date, but without double counting;

 

B                                        is the Average Collection Period in respect of such Agreed Currencyas at the most recent Calculation Date; and

 

C                                        is 360 in the case of euro and US Dollars and 365 in the case ofSterling; and

 

D                                       is the sum of the amounts specified in Clause (e) of the definitionof Estimated Funding Cost in respect of Buhrmann Notes denominated in thatAgreed Currency as at the most recent Monthly Determination Date;

 

***Discounted Value***means (a) with respect to a Buhrmann Note, the Face Value of a Buhrmann Noteless the relevant Buhrmann Note Discount applicable thereto and (b) withrespect to a Subordinated Buhrmann Note, the Face Value of such SubordinatedBuhrmann European Note less Subordinated Buhrmann European Note Discount;

 

***DistributionCompliance Period***has the meaninggiven to it in Regulation S under the Securities Act;

 

20

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***Dollar Equivalent***means, in relation to an amount in an Agreed Currency other than US Dollarson the day on which the calculation falls to be made, the amount of US Dollarswhich could be purchased with that amount of the Agreed Currency using the spotrate of exchange shown on the Reuters ECB 37 for the purchase in the Londonforeign exchange market of euro with the Agreed Currency at or about 11.00 a.m.on the date which the calculation falls to be made;

 

***DPP Collections***means, on any Collection Date inrespect of an Agreed Currency:

 

A-B-C

 

where:

 

A                                      is the aggregate of all amounts denominated in that Agreed Currencyreceived for the account of the European Receivables Warehouse Company or therelevant Master Purchaser, as the case may be into a Collection Account inrelation to a Securitised Receivable;

 

B                                        is the aggregate of all amounts denominated in that Agreed Currencyreceived by the European Receivables Warehouse Company or the relevant MasterPurchaser, as the case may be into a Collection Account in relation toSecuritised Receivables which represent the Discount element of such amountscollected;

 

C                                        is the IPP Collections on that Collection Date in respect of thatAgreed Currency;

 

***DPP Ledger***means the ledger maintained by the Master Servicer which will, inrespect of each Agreed Currency:

 

(a)                                  be adjusted as appropriate with all amounts denominated in suchAgreed Currency received for the account of the European Receivables WarehouseCompany, the European Master Purchaser or the US Master Purchaser or therelevant Originator, as the case may be, into a Collection Account in respectof the Securitised Receivables which represent the Deferred Purchase Priceelement of the Purchase Price of such Securitised Receivables;

 

(b)                                 be adjusted as appropriate by (x) all amounts denominated in suchAgreed Currency (other than US dollars) which have been paid by the EuropeanMaster Purchaser on such Business Day to the European Receivables WarehouseCompany and by the European Receivables Warehouse Company to an Originator inrespect of the Deferred Purchase Price of Securitised European Receivables and(y) in the case of the DPP Ledger kept in respect of US dollars for the USMaster Purchaser, all amounts by which the Interest of a US Originator has beenincreased in respect of the Deferred Purchase Price of Securitised USReceivables; and

 

(c)                                   be adjusted as appropriate by all amounts denominated in such AgreedCurrency received by the European Receivables Warehouse Company, the EuropeanMaster Purchaser or the US Master Purchaser on each Business Day in respect ofDefaulted Receivables and (in the case of European Receivables only)Written-off Receivables;

 

***Due Date***means,in respect of any Receivable, the date on which such Receivable is expressed tobe payable in the relevant Invoice for that Receivable or, if different, thedate on which the Master Servicer (acting as a prudent servicer) anticipatessuch Receivable will be paid in the light of any variation of the terms of theContract from which such Receivable is derived or any custom or practicepertaining to Receivables of a type similar in nature to such Receivable;

 

***DutchCollection Account Agreements***meansthe Fortis Bank Dutch Collection Account Agreement, the ABN AMRO DutchCollection Account Agreement, the ING Dutch Collection Account Agreement andthe Postbank Dutch Collection Account Agreement;

 

***DutchCollection Account Banks***meansABN-AMRO Bank N.V., Fortis Bank Nederland, ING Bank N.V. and Postbank N.V.and/or such other banks appointed from time to time in replacement thereof or

 

21

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in addition thereto with the consent of theSecurity Agent and the Buhrmann European Note Purchasers and which enter intoan agreement on substantially similar terms;

 

***DutchCollection Account Protection Notice***has the meaning specified in Clause 2.4 of each DutchCollection Account Agreement;

 

***DutchCollection Accounts***means, as atthe European Closing Date, the Fortis Bank Dutch Collection Account, the ABNAMRO Dutch Collection Accounts, the ING Dutch Collection Account and thePostbank Dutch Collection Accounts;

 

***DutchCollection Claims***has the meaningspecified in Recital (B) of the ABN AMRO Dutch Collection Claims PledgeAgreement, the ING Dutch Collection Claims Pledge Agreement, the Fortis BankDutch Collection Claims Pledge Agreement and the Postbank Dutch CollectionClaims Pledge Agreement;

 

***DutchCollection Claims Pledge***has themeaning specified in Recital (C) of the ABN AMRO Dutch Collection Claims PledgeAgreement, the Fortis Bank Dutch Collection Claims Pledge Agreement, the INGBank Dutch Collection Claims Pledge Agreement and the Postbank Dutch CollectionClaims Pledge Agreement;

 

***DutchCollection Claims Pledge Agreements***means the Fortis Bank Dutch Collection Claims Pledge Agreement, theABN AMRO Dutch Collection Claims Pledge Agreement, the ING Dutch CollectionClaims Pledge Agreement and the Postbank Dutch Collection Claims PledgeAgreement;

 

***DutchEligibility Criteria***means theeligibility criteria set out in Schedule 1 of the Dutch Master ReceivablesPurchase Agreement and Schedule 1 to the Onward Dutch Master ReceivablesPurchase Agreement in relation to the Dutch Receivables;

 

***Dutch MasterReceivables Purchase Agreement***meansthe purchase agreement dated 27 September 2000, as amended and restated on orbefore the MTN Closing Date between the European Receivables Warehouse Company,the Security Agent, the Parent and the Dutch Originators;

 

***DutchOriginator European Receivables Warehouse Company******Power ofAttorney***means the power of attorney executed by each DutchOriginator on or before the European Closing Date substantially in the form setout in Schedule 6 to the Dutch Master Receivables Purchase Agreement;

 

***DutchOriginator Offer to Sell***meansany offer which may be made by a Dutch Originator to the European ReceivablesWarehouse Company in accordance with the terms of the Dutch Master ReceivablesPurchase Agreement to sell the benefit of Dutch Receivables derived fromContracts;

 

***DutchOriginator Powers of Attorney***means each Dutch Originator European Receivables Warehouse Company Power ofAttorney and each Dutch Originator Security Agent Power of Attorney;

 

***DutchOriginator Security Agent Power of Attorney***means the power of attorney executed by each Dutch Originator on orbefore the European Closing Date substantially in the form set out inSchedule 5 to the Dutch Master Receivables Purchase Agreement;

 

***DutchOriginator Solvency Certificate***means the form ofsolvency certificate as set out in Schedule 3 to the Dutch Master ReceivablesPurchase Agreement;

 

***DutchOriginators***means the Initial Dutch Originators and anyAdditional Dutch Originators from time to time;

 

***DutchReceivable***means a Receivable inrespect of a contract entered into between a Dutch Originator and an Obligor;

 

22

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***Dutch Security***has the meaning specified in Clause 3.2 of the European MasterPurchaser Deed of Charge and Clause 3.2 of the European Receivables WarehouseCompany Deed of Charge;

 

***Early EuropeanAmortisation Event*** means (withrespect to an Agreed Currency (other than US Dollars)) (i) the occurrence of aBuhrmann Termination Event; or (ii) the occurrence and continuation of anyother European Stop Funding Event with respect to such Agreed Currency for morethan 35 days;

 

***Early USAmortisation Event*** means (i) theoccurrence of a Buhrmann Termination Event; or (ii) the occurrence andcontinuation of any US Stop Funding Event for more than 35 days;

 

***Effective Date***means the US Closing Date;

 

***EligibilityCriteria***means the US EligibilityCriteria and/or the European Eligibility Criteria, as the context may require;

 

***Eligible Bank***means a bank the short-term, unsecured, unguaranteed andunsubordinated debt obligations of which are rated at least “A-1+” or “P-1” (orits equivalent) by the Rating Agencies;

 

***Eligible Currency***means euro, Sterling and USDollars;

 

***Eligible DutchReceivable***means, at any time, aDutch Receivable that satisfies the Dutch Eligibility Criteria;

 

***EligibleEnglish Receivable***means, at anytime, an English Receivable that satisfies the English Eligibility Criteria;

*** ***

***EligibleEuropean Receivable***means anEligible Dutch Receivable and/or an Eligible English Receivable, as the contextrequires;

 

***Eligible Investments***means any of demand or time deposits, certificates of deposit andother short-term unsecured debt obligations issued by an entity the unsecured,unguaranteed and otherwise unsupported short-term obligations of which arerated at least “A-1+” by Standard & Poor’s and “P-1” by Moody’s) providedthat in all cases such investments have a maturity date falling no later thanthe next following date on which a payment is required to be made with themonies invested therein and that amounts due can be paid without reduction orwithholding on account of Tax;

 

***EligibleObligor Country***means any ofBelgium, Canada, France, Germany, Italy, Luxembourg, The Netherlands, Spain,Sweden, the United Kingdom and the United States;

 

***EligibleOriginator Country***means any ofThe Netherlands, England, the United States and such other country or countriesas may from time to time be agreed between the Master Purchasers, the BuhrmannNote Purchasers and the Security Agent and that satisfies the Rating Condition;

 

***EligibleReceivable***means an Eligible USReceivable and/or an Eligible European Receivable, as the context requires;

 

***Eligible USCollection Account L/C Provider***meansa bank or other financial institution the unsecured, unguaranteed and otherwiseunsupported short-term obligations of which are rated at least “P-1” by Moody’sand at least “A-1+”  by Standard andPoor’s;

 

***Eligible USCollection Account Letter of Credit***means a letter of credit issued by an Eligible US Collection AccountL/C Provider payable to the Security Agent, as agent for the US MasterPurchaser Secured Parties, as beneficiary thereof, in form and substancesatisfactory to the Rating Agencies;

 

***Eligible USReceivable***means, at any time, aUS Receivable that satisfies the US Eligibility Criteria;

 

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***Encumbrance***includes any mortgage, charge (whether legal or equitable), pledge,lien, hypothecation or other encumbrance or other security interest securingany obligation of any person or any other type of agreement, trust orarrangement (including, without limitation, title transfer and retention arrangements)having a similar effect but, for the avoidance of doubt shall not include (a) aright of counterclaim or (b) a right of set-off arising by contract oroperation of law not constituting a mortgage, charge or other encumbrance underapplicable law;

 

***EnglishAssigned Agreements***has themeaning specified in Clause 3.1(b) of the European Master Purchaser Deed ofCharge and Clause 3.1(b) of the European Receivables Warehouse CompanyDeed of Charge;

 

***EnglishCollection Account Bank***means, as at theEuropean Closing Date, Barclays Bank PLC or such other bank appointed from timeto time in replacement thereof with the consent of the Security Agent and theBuhrmann European Note Purchasers and which has entered into a deed onsubstantially similar terms to the English Collection Account Deed;

 

***EnglishCollection Account Deed***means thedeed dated 27 September 2000, as amended and restated on 26 November 2001 andon or before the MTN Closing Date, between the Master Servicer,******the EuropeanReceivables Warehouse Company, each Initial English Originator, the Security Agent and the EnglishCollection Account Bank in respect of the English Collection Accounts;

 

***EnglishCollection Account Mandate***meansa mandate substantially in the form set out in the Schedule to the EnglishCollection Account Deed in respect of each English Collection Accountcontaining the resolutions, instructions and signature authorities relating tothe English Collection Account;

 

***EnglishCollection Account Protection Notice***has the meaning given to it in Clause 3.2 of the EnglishCollection Account Deed;

 

***EnglishCollection Accounts***means, as at theEuropean Closing Date, the BACs Collection Accounts and the Cheque CollectionAccount, being:

 

(a)                                  account numbers 20364622 and 20084832 at Barclays Bank PLC in the name ofRobert Horne Group plc;

 

(b)                                 account numbers20621161 and 80302538 at Barclays Bank PLC in the name of The M6 Paper GroupLimited; and

 

(c)                                  account numbers50044334 and 10822639 at Barclays Bank PLC in the name of The Howard SmithPaper Group Limited;

 

***EnglishEligibility Criteria***means theeligibility criteria set out in Schedule 3 to the English Originator Warrantyand Indemnity Deed and Schedule 3 to the European Receivables Warehouse CompanyEnglish Warranty and Indemnity Deed in relation to the English Receivables;

 

***EnglishOriginator European Receivables Warehouse Company Completion Power of Attorney***means the power of attorney executed by each English Originator onor before the European Closing Date substantially in the form set out inSchedule 2 to the English Standard Terms and Conditions;

 

***EnglishOriginator European Receivables Warehouse Company Powers of Attorney***means the English Originator European Receivables Warehouse CompanyCompletion Power of Attorney and the English Originator European ReceivablesWarehouse Company Proceedings Power of Attorney;

 

***EnglishOriginator European Receivables Warehouse Company Proceedings Power of Attorney***means the power of attorneyexecuted by each English Originator on or before the European Closing Datesubstantially in the form set out in Schedule 1 to the English StandardTerms and Conditions;

 

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***EnglishOriginator Notice of Intention to Make Offers to Sell*** means the notice of intention to make offers to sell EnglishReceivables to the European Receivables Warehouse Company entered into by eachEnglish Originator;

 

***EnglishOriginator Offer to Sell***meansany offer which may be made by an English Originator to the EuropeanReceivables Warehouse Company in accordance with the terms of the EnglishOriginator Notice of Intention to Make Offers to Sell to sell the benefit ofEnglish Receivables derived from Contracts;

 

***EnglishOriginator Powers of Attorney***means the English Originator European Receivables Warehouse Company Powers ofAttorney and the English Originator Security Agent Powers of Attorney;

 

***EnglishOriginator Security Agent Completion Power of Attorney***means the power of attorney executed by each English Originator onor before the European Closing Date substantially in the form set out inSchedule 4 to the English Standard Terms and Conditions;

 

***EnglishOriginator Security Agent Powers of Attorney*** means the Security Agent Completion Power of Attorney and theSecurity Agent Proceedings Power of Attorney;

 

***EnglishOriginator Security Agent Proceedings Power of Attorney***means the power of attorney executed by each English Originator onor before the European Closing Date substantially in the form set out inSchedule 3 to the English Standard Terms and Conditions;

 

***EnglishOriginator Warranty and Indemnity Deed***means the warranty and indemnity deed dated 27 September 2000, asamended and restated on or before the MTN Closing Date between the InitialEnglish Originators, the European Receivables Warehouse Company, the SecurityAgent and the Parent;

 

***EnglishOriginators***means the InitialEnglish Originators and any Additional English Originators;

 

***EnglishReceivable***means a Receivable inrespect of a contract entered into between an English Originator and anObligor;

 

***EnglishReceivables Sale Contract***meanseach contract concluded for the sale of English Receivables between an EnglishOriginator and the European Receivables Warehouse Company arising from dueacceptance of an English Originator Offer to Sell and incorporating the EnglishStandard Terms and Conditions;

 

***EnglishStandard Terms and Conditions***meansthe standard terms and conditions to be expressly and specifically incorporatedinto any contract in respect of an English Receivable concluded by acceptanceof any English Originator Offer to Sell or any European Receivables WarehouseCompany Offer to Sell, signed on the MTN Closing Date for the purposes ofidentification by Freshfields Bruckhaus Deringer and Linklaters;

 

***English Warranties***means the warranties set out inSchedules 1 and 2 to the English Originator Warranty and Indemnity Deed andSchedules 1 and 2 of the European Receivables Warehouse Company EnglishWarranty and Indemnity Deed;

 

***ERISA***means the US Employee Retirement Income Security Act of 1974, asamended from time to time;

 

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

 

***ERISA Event***means:

 

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(a)                                  a Reportable Event with respect to a Plan,

 

(b)                                 the existence with respect to any Plan of an “accumulated fundingdeficiency” (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 withrespect to any Plan,

 

(d)                                 the incurrence by a US Originator or any of its ERISA Affiliates ofany liability under Title IV of ERISA with respect to the termination of anyPlan,

 

(e)                                  the receipt by a US Originator or any of its ERISA Affiliates fromthe PBGC or a plan administrator of any notice relating to an intention toterminate 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 ofany liability with respect to the withdrawal or partial withdrawal from anyPlan or Multiemployer Plan, or

 

(g)                                 the receipt by a US Originator or any of its ERISA Affiliates of anynotice, or the receipt by any Multiemployer Plan from a US Originator or the USMaster Purchaser, as the case may be, or any of its ERISA Affiliates of anynotice, concerning the imposition of Withdrawal Liability or a determinationthat a Multiemployer Plan is, or is expected to be, insolvent or in reorganisation,within the meaning of Title IV of ERISA;

 

***EstimatedFunding Costs***means the sum ofall amounts estimated by the Cash Manager based on information provided to itby the Master Servicer and the Jersey Company Cash Administrator as being theexpected costs of the European Receivables Warehouse Company, the MasterPurchasers and each Buhrmann Note Purchaser, calculated on an annualised basis,including, but not limited to the sum of:

 

(a)                                  the discount payable on the CP Notes (if applicable) (expressed asthe difference between the face amount and the issue price thereof);

 

(b)                                 the market costs of entering into and/or terminating any spot andforward foreign exchange transactions in respect of the CP Notes or the MTNs(if applicable);

 

(c)                                  the dealer fees and commitment fees incurred in respect of theissuance of the CP Notes (if applicable);

 

(d)                                 the amounts payable pursuant to paragraphs (a) to (l) inclusive ofthe MTN Pre-Enforcement Interest Priority of Payments other than interestpayable in respect of Fixed Rate Notes (if applicable);

 

(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 Jersey Company Overdraft Bank,the Jersey Company L/C Bank or the Jersey Company Liquidity Banks (ifapplicable);

 

(h)                                 any amount required to be paid to the MTN Issuer Liquidity FacilityProvider (if applicable);

 

(i)                                     the fees costs and expenses and indemnity amounts, payable to theBuhrmann Note Purchasers, the European Receivables Warehouse Company, theMaster Purchasers, the Master Servicer, the Cash Manager, the Jersey CompanySecurity Trustee, the Security Agent, the Jersey Company Liquidity Agent, theCP Issuer Corporate Administrator, the European Receivables Warehouse CompanyAccount Bank, the Master Purchaser Account Banks, the Jersey Company CashAdministrator, the MTN Issuer Liquidity Facility Provider, the Liquidation

 

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Servicer, the MTN Trustee, the MTN SecurityTrustee, the MTN Paying Agents, the MTN Issuer Account Bank and the MTN IssuerCorporate Administrator pursuant to the Transaction Documents;

 

(j)                                     any increased costs incurred by, or withholding on any amounts dueto, any of the CP Issuer, the Buhrmann Note Purchasers and the MasterPurchasers; and

 

(k)                                  the Commitment Fee;

 

***EURIBOR*** means the euro-zone inter bank offered rate;

 

***Euro***, ***euros***or***€***meansthe currency introduced at the commencement of the third stage of the EuropeanEconomic and Monetary Union on 1 January 1999 pursuant to the Treatyestablishing the European Communities as amended by the Treaty on EuropeanUnion;

 

***Euro Equivalent***means, in relation to an amountin an Agreed Currency other than euro on the day on which the calculation fallsto be made, the amount of euro which could be purchased with that amount of theAgreed Currency using the spot rate of exchange shown on the Reuters ECB 37 forthe purchase in the London foreign exchange market of euro with the AgreedCurrency at or about 11.00 a.m. on the date which the calculation falls to bemade;

 

***EuroSecuritisation CP Funded Facility***meansthe facility granted to the European Master Purchaser by the Initial BuhrmannNote Purchaser in the European Master Purchaser Funding Deed to enable theEuropean Master Purchaser to raise funds by issuing Buhrmann European Notesdenominated in euros and for the Initial Buhrmann Note Purchaser to subscribefor Buhrmann European Notes denominated in euros in accordance with Clause 2 ofthe European Master Purchaser Funding Deed;

 

***EuroSecuritisation CP Funded Facility Amount***means, at any time, the amount equal to the Jersey Company EuroLiquidity Facility Limit at that time (or such greater or lesser amount to which the eurodenominated portion of the European Securitisation CP Funded Facility may beincreased or reduced as a result of the operation of Clause 2.4 of the EuropeanMasterPurchaser Funding Deed or as agreed between the European Master Purchaser andthe Jersey Company from time to time) or following the Redenomination Date the aggregateof euro 55 million and the Euro Equivalent of the Jersey CompanySterling Liquidity Facility Limit as at that relevant time;

 

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

 

***Europcenter***meansBuhrmann Europcenter N.V.;

 

***European AssetLiability Test***will be satisfied in respect of an Agreed Currency if:

 

A– C is equal to or greater than B

 

where:

 

A                                      is the aggregate of the Face Amounts of Securitised Receivables(including any Receivables which are to be purchased by the EuropeanReceivables Warehouse Company and on-sold to the European Master Purchaser onsuch Business Day) denominated in that Agreed Currency on each Business Dayless any Defaulted Receivables and Written-off Receivables denominated in thatAgreed Currency less in that Agreed Currency, the sum of (i) Dilutions; (ii)items C and D set out in the definition of Required Reserve Amount; (iii)Excess Concentrations; and (iv) Unallocated Cash Proceeds, in each casedenominated in that Agreed Currency plus (v) the cash proceeds of SubordinatedBuhrmann European Notes which are outstanding on that Business Day which havenot been used to purchase European Receivables but have been transferred to therelevant European Master Purchaser Transaction Account to be used as EuropeanMaster Purchaser Available Funds;

 

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B                                        is the sum of the Discounted Value of Buhrmann European Notesdenominated in such Agreed Currency then outstanding at the end of suchBusiness Day; and

 

C                                        is the Required Reserve Amount denominated in such Agreed Currency;

 

***EuropeanAverage Default Ratio***means, onany Calculation Date and with respect to any Agreed Currency (other than USDollars), the fraction expressed as a percentage obtained by dividing (A) theaggregate of the Default Ratios for such Agreed Currency on that CalculationDate and the preceding two Calculation Dates by (B) three;

 

***EuropeanAverage Delinquency Ratio***means,on any Calculation Date and with respect to any Agreed Currency (other than USDollars), the fraction expressed as a percentage obtained by dividing (A) theaggregate of the Delinquency Ratios for such Agreed Currency on thatCalculation Date and the preceding two Calculation Dates by (B) three;

 

***EuropeanAverage Dilution Ratio***means, onany Calculation Date and with respect to any Agreed Currency (other than USDollars), the fraction expressed as a percentage obtained by dividing (A) theaggregate of the Dilution Ratios for such Agreed Currency on that CalculationDate and the preceding two Calculation Dates by (B) three;

 

***EuropeanAverage Days Sales Outstanding***means, on any Calculation Date, the Average Dutch Days Sales Outstanding or theAverage English Days Sales Outstanding, as the context requires;

 

***EuropeanClosing Date***means 27 September2000;

 

***EuropeanEligibility Criteria***means theDutch Eligibility Criteria and/or the English Eligibility Criteria, as thecontext requires;

 

***European MasterPurchaser***means SilverSecuritisation B.V.;

 

***European MasterPurchaser Account Bank***meansDeutsche Bank AG, Amsterdam Branch;

 

***European******MasterPurchaser Accounts***means the European Master PurchaserTransaction Accounts and the European Master Purchaser MTN Principal ReserveAccounts;

 

***European MasterPurchaser Available Funds***meanswith respect to any Business Day, and each Agreed Currency (other than USdollars):

 

(a)                                  all moneys standing to the credit of each European Master PurchaserTransaction Account, in such Agreed Currency, as at the opening of business onthat Business Day; and

 

(b)                                 the proceeds of any Buhrmann European Notes or Subordinated BuhrmannEuropean Notes denominated in such Agreed Currency issued on that Business Dayor issued on any preceding Business Day and not fully utilised provided thatEuropean Master Purchaser Available Funds shall not include (i) amounts equalto 5 per cent. of the fees paid or due and payable to DeutscheInternational Trust Company N.V. under the European Master Purchaser CorporateAdministration Agreement; and (ii) amounts due and owing by the European MasterPurchaser to meet its liabilities to any taxation authority in respect of any tax(other than Netherlands corporate income tax in relation to the amount referredto in (i) above);

 

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

 

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***European MasterPurchaser Corporate Administration Agreement***means the agreement dated on or before the MTN Closing Date betweenthe European Master Purchaser and Deutsche International Trust Company N.V.;

 

***European******MasterPurchaser Deed of Charge***means the guarantee and deed of chargedated on or before the MTN Closing Date, between the European Master Purchaser,the Buhrmann Note Purchasers, the Cash Manager, the Master Servicer, theEuropean Master Purchaser Account Bank, the Liquidation Servicer  and the Security Agent;

 

***European******MasterPurchaser Dutch Law Pledge Agreement***means the agreement dated on or before the MTNClosing Date, between the European Master Purchaser, the Buhrmann NotePurchasers, the Cash Manager and the Security Agent;

 

***European******MasterPurchaser Enforcement Notice***means in respect of the Buhrmann EuropeanNotes, a notice served by the Security Agent on the European Master Purchaserpursuant to Buhrmann European Note Condition 10;

 

***European******MasterPurchaser Euro MTN Principal Reserve Account***means the accountof the European Master Purchaser (account number 265462819 0000 EUR 001)with the European Master Purchaser Account Bank;

 

***European******MasterPurchaser******Euro Transaction Account***means the account of theEuropean Master Purchaser (account no. 265462819 0000 EUR 000) withDeutsche Bank AG, Amsterdam;

 

***European******MasterPurchaser Event of Default***means the European Master PurchaserSenior Note Event of Default or the European Master Purchaser Subordinated NoteEvent of Default, as the context requires;

 

***European MasterPurchaser Funding Deed***means thedeed dated on or before the MTN Closing Date, relating to the issue by theEuropean Master Purchaser of Buhrmann European Notes from time to time between the EuropeanMaster Purchaser, the Initial Buhrmann Note Purchaser, the MTN Issuer, theMaster Servicer, the Security Agent and the Parent;

 

***European MasterPurchaser Further Security Agreement***means an agreement, by way of security via a first ranking pledge orother similar security interest, for the payment and discharge of the EuropeanMaster Purchaser Secured Obligations, subject to Clause 4 of the EuropeanMaster Purchaser Deed of Charge, granted by the European Master Purchaser andentered into from time to time by the European Master Purchaser in respect ofany Securitised Receivables purchased by it from the European ReceivablesWarehouse Company (whether in respect of The Netherlands, England or any otherEligible Originator Country);

 

***European******Master PurchaserGerman Law Pledge Agreement***means the pledge agreement dated on orbefore the MTN Closing Date, between the European Master Purchaser, theBuhrmann European Note Purchasers, the Cash Manager and the Security Agent;

 

***European MasterPurchaser Guaranteed Obligations***has the meaningspecified in Clause 2.1 of the US Master Purchaser Security Agreement;

 

***European MasterPurchaser Indemnities***means,without double counting, all amounts due and payable by the European MasterPurchaser from time to time under Clause 7.3, 8.2 or 13 of the EuropeanMaster Purchaser Funding Deed, Clauses 7.6 and 8.3(f) of the Onward DutchReceivables Purchase Agreement, Clauses 2.3(e) and 4.6 of the EuropeanReceivables Warehouse Company English Warranty and Indemnity Deed,Clause 11.10 of the Cash Management Agreement and any other indemnity orsimilar payments due and payable by the European Master Purchaser under theTransaction Documents;

 

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***European MasterPurchaser MTN Principal Reserve Accounts***means the European Master Purchaser Euro MTN Principal ReserveAccount and the European Master Purchaser Sterling MTN Principal ReserveAccount;

 

***European MasterPurchaser MTN Principal Reserve Amount*** meanswith respect to any Accumulation Period and with respect to any MTN denominatedin an Agreed Currency other than US dollars that is specified in the applicableSupplement to be redeemable on the related MTN Expected Maturity Date, anamount equal to (a) a third of the nominal amount of any such MTN that isdenominated in euros or (b) a third of the nominal amount of any such MTN thatis denominated in Sterling;

 

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

 

***European MasterPurchaser Power of Attorney*** meansthe power of attorney granted by the European Master Purchaser to the SecurityAgent substantially in the form set out in Schedule 1 of the European MasterPurchaser Deed of Charge;

 

***European MasterPurchaser Pre-Enforcement Priority of Payments***means the order of priorities of payments set out in Clause 7.3 ofthe European Master Purchaser Deed of Charge;

 

***European Master Purchaser Priorityof Payments***means the European Master Purchaser Pre-Enforcement Priority of Paymentsand/or the European Master Purchaser Post-Enforcement Priority of Payments, asthe context requires;

 

***European MasterPurchaser Reserve Accounts*** meansthe European Master Purchaser MTN Principal Reserve Accounts and/or the EuropeanLiquidation Servicer Fee Reserve Account;

 

***European MasterPurchaser Secured Creditors***meanseach of:

 

(a)                                  the Security Agent;

 

(b)                                 the Cash Manager (in its capacity as cash manager for the EuropeanMaster Purchaser);

 

(c)                                  the Buhrmann European Noteholders;

 

(d)                                 each Buhrmann European Note Purchaser;

 

(e)                                  the Subordinated Buhrmann European Noteholders;

 

(f)                                    each Subordinated Buhrmann European Note Purchaser;

 

(g)                                 with respect to the obligations of the European Master Purchaserunder Clause 2.2 of the European Master Purchaser Deed of Charge, the USMaster Purchaser Secured Parties;

 

(h)                                 the Liquidation Servicer; and

 

(i)                                     such other persons who may from time to time be acceded as abeneficiary of the European Master Purchaser Security Documents;

 

***European MasterPurchaser Secured Obligations***meansthe aggregate of all moneys and other liabilities for the time being due orowing by the European Master Purchaser:

 

(a)                                  to the Security Agent, the Liquidation Servicer, any Receiver, anyManager, the US Master Purchaser Secured Parties, the Buhrmann EuropeanNoteholders and the Subordinated Buhrmann European Noteholders under orpursuant to the European Master Purchaser

 

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Security Documents, the Buhrmann EuropeanNotes and the Subordinated Buhrmann European Notes;

 

(b)                                 to the Cash Manager (in its capacity as cash manager for theEuropean Master Purchaser) under the Cash Management Agreement and the EuropeanMaster Purchaser Security Documents; and

 

(c)                                  to any Buhrmann European Note Purchaser or any Subordinated BuhrmannEuropean Note Purchaser under the European Master Purchaser Funding Deed andthe European Master Purchaser Security Documents;

 

***European MasterPurchaser Security Documents***meansthe European Master Purchaser Deed of Charge, the European Master PurchaserDutch Law Pledge Agreement, the European Master Purchaser German Law PledgeAgreement and the Dutch Collection Claims Pledge Agreements;

 

***European MasterPurchaser Senior Expenses***meansthe amounts set out in paragraphs (a) to (d) in the European Master PurchaserPre-Enforcement Priority of Payments;

 

***European MasterPurchaser Senior Note Event of Default*** means the occurrence of any of the events set out in BuhrmannEuropean Note Condition 10;

 

***European******Master PurchaserSterling MTN Principal Reserve Account***means the account of theEuropean Master Purchaser (account number 265462819 0000 GBP 001) with theEuropean Master Purchaser Account Bank;

 

***EuropeanMaster Purchaser Sterling Transaction Account*** means the account of the EuropeanMaster Purchaser (account no. 265461928 0000 GBP000) in the name of the European MasterPurchaser maintained with Deutsche Bank AG, Amsterdam;

 

***European MasterPurchaser Subordinated Note Event of Default*** meansthe occurrence of any of the events set out in Subordinated Buhrmann EuropeanNote Condition 10;

 

***European MasterPurchaser Transaction Accounts***meansthe European Master Purchaser Sterling Transaction Account and the EuropeanMaster Purchaser Euro Transaction Account;

 

***European MasterReceivables Purchase Agreement***meanseach of the Dutch Master Receivables Purchase Agreement, any EnglishReceivables Sale Contract and any Further European Master Receivables PurchaseAgreement and ***relevantEuropean Master Receivables Purchase Agreement*** means, inrelation to any European Originator, the European Master Receivables PurchaseAgreement to which such European Originator is a party;

 

***EuropeanOriginator***means a DutchOriginator or an English Originator, as the context requires;

 

***European Receivable***means a Dutch Receivable and/or an EnglishReceivable, as the context requires;

 

***EuropeanReceivables Warehouse Company*** means Buhrmann Silver S.A.;

 

***European Receivables Warehouse CompanyAccount Bank***means DeutscheBank AG, Amsterdam and any other successor bank appointed in accordance withthe Cash Management Agreement;

 

***European Receivables Warehouse CompanyAvailable Funds*** means with respect to any Business Day, and each Agreed Currency (otherthan US dollars) (but without double counting):

 

(a)                                  all moneys standing to the credit ofthe relevant European Receivables Warehouse Company Transaction Account, insuch Agreed Currency, as at the opening of business on that Business Dayrepresenting the Initial Purchase Price and Deferred Purchase Price received bythe European Receivables Warehouse Company from the European Master Purchaser;

 

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(b)                                 interest on all moneys standing to thecredit of the relevant European Receivables Warehouse Company TransactionAccount; and

 

(c)                                  interest and other amounts accrued onall Eligible Investments purchased with moneys standing to the credit of therelevant European Receivables Warehouse Company Transaction Account;

 

***European Receivables Warehouse Company ChargedProperty*** means the whole of the right, title, benefit and interest of theEuropean Receivables Warehouse Company in the property, assets and rights ofthe European Receivables Warehouse Company described in Clause 3 of theEuropean Receivables Warehouse Company Deed of Charge and all other property,assets and rights whatsoever of the European Receivables Warehouse Company andwheresoever situated, present and future, including without limitation anyuncalled share capital of the European Receivables Warehouse Company (butexcluding always the sum of 1 euro retained by the European ReceivablesWarehouse Company);

 

***European Receivables Warehouse CompanyCorporate Administration Agreement*** means the agreement dated 1 October2000, as amended and restated on or about the MTN Closing Date, between theEuropean Receivables Warehouse Company and Europcenter;

 

***European Receivables Warehouse Company******Deed of Charge*******means the guarantee and deed of chargedated 27 September 2000, as amended and restated on 28 September 2001and on or before the MTN Closing Date, between the European ReceivablesWarehouse Company, the European Master Purchaser, the Cash Manager, the MasterServicer, the European Receivables Warehouse Company Account Bank, theLiquidation Servicer and the Security Agent;

 

***European Receivables Warehouse Company DutchLaw Pledge Agreement*** means the agreement dated27 September 2000, as amended and restated on or before the MTNClosing Date, between the European Receivables Warehouse Company, the EuropeanMaster Purchaser, the Cash Manager and the Security Agent;

 

***European Receivables Warehouse Company******Enforcement Notice*** means a notice served by the SecurityAgent on the European Master Purchaser in accordance with the EuropeanReceivables Warehouse Company Deed of Charge;

 

***European Receivables Warehouse CompanyEnglish Warranty and Indemnity Deed***means the warranty and indemnity deed dated the MTN Closing Date betweenthe European Receivables Warehouse Company, the Security Agent and the EuropeanMaster Purchaser;

 

***European Receivables Warehouse Company******Euro Transaction Account*** means the account of the EuropeanReceivables Warehouse Company (account no. 26.5439.8410000 EUR 000) with Deutsche Bank AG,Amsterdam;

 

***EuropeanReceivables Warehouse Company Further Security Agreement***means an agreement, by way of security via a first ranking pledge orother similar security interest, for the payment and discharge of the European Receivables Warehouse Company SecuredObligations, subject to Clause 4 of the EuropeanReceivables Warehouse Company Deed of Charge, granted by the European Receivables Warehouse Company andentered into from time to time by the EuropeanReceivables Warehouse Company in respect of any Securitised Receivablespurchased by it from the any Additional Originators (whether in respect of TheNetherlands, England or any other Eligible Originator Country);

 

***European Receivables Warehouse Company GermanLaw Pledge Agreement*** means the pledge agreement dated27 September 2000, as amended and restated on or before the MTNClosing Date, between the European Receivables Warehouse Company, the EuropeanMaster Purchaser, the Cash Manager and the Security Agent;

 

***European Receivables Warehouse Company********Indemnities***means, without double counting, all amounts due and payable by the European Receivables Warehouse Company fromtime to time under Clauses 7.6 and 8.3(f) of the Dutch ReceivablesPurchase Agreement, Clauses 2.3(e) and 4.6 of the English

 

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OriginatorWarranty and Indemnity Deed, Clause 11.10 of the Cash Management Agreementand any other indemnity or similar payments due and payable by the European Receivables Warehouse Companyunder the Transaction Documents;

 

***European Receivables Warehouse Company******Notice of Intention to Make Offers to Sell*******means the notice of intention to makeoffers to sell English Receivables to the European Master Purchaser enteredinto by the European Receivables Warehouse Company;

 

***European Receivables Warehouse Company Offerto Sell***means any offer which may be made bythe European Receivables Warehouse Company to the European Master Purchaser inaccordance with the terms of the European Receivables Warehouse Company Noticeof Intention to Make Offers to Sell to sell the benefit of English Receivablesderived from Contracts;

 

***European Receivables Warehouse Company Profit*** means such amount as shall bedetermined by the European Master Purchaser, the Cash Manager and the MTNSecurity Trustee prior to the MTN Closing Date;

 

***EuropeanReceivables Warehouse Company Secured Creditors*** means each of:

 

(a)                                  the Security Agent;

 

(b)                                 the Cash Manager (in its capacity ascash 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 totime be acceded as a beneficiary of the European Receivables Warehouse CompanySecurity Documents;

 

***European Receivables Warehouse CompanySecured Obligations*** means the aggregate of all moneys and otherliabilities for the time being due or owing by the European ReceivablesWarehouse Company:

 

(a)                                  to the Security Agent, the LiquidationServicer, any Receiver, any Manager and the European Master Purchaser under orpursuant to the European Receivables Warehouse Company Security Documents;

 

(b)                                 to the Cash Manager (in its capacity ascash manager for the European Receivables Warehouse Company) under the CashManagement Agreement and the European Receivables Warehouse Company SecurityDocuments; and

 

(c)                                  the European Master Purchaser under anyOnward European Master Receivables Purchase Agreement and the EuropeanReceivables Warehouse Company Security Documents;

 

***European Receivables Warehouse CompanySecurity Documents*** means the European Receivables Warehouse CompanyDeed of Charge, the European Receivables Warehouse Company Dutch Law PledgeAgreement, the European Receivables Warehouse Company German Law PledgeAgreement and the Dutch Collection Claims Pledge Agreements;

 

***EuropeanReceivables Warehouse Company******Sterling Transaction Account***means the account of the EuropeanReceivables Warehouse Company (account no. 26.5439.841 0000GBP 001) in the name of the EuropeanReceivables Warehouse Company maintained with Deutsche Bank AG,Amsterdam;

 

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***European Receivables Warehouse Company******Transaction Accounts*** means the European ReceivablesWarehouse Company Sterling Transaction Account and the European ReceivablesWarehouse Company Euro Transaction Account;

 

***EuropeanRegistrar***means, in respect ofthe Buhrmann European Notes, the European Master Purchaser or any successorthereto appointed in accordance with Clause 19 of the Servicing Agreementand in accordance with the Buhrmann European Note Conditions;

 

***EuropeanSecuritisation Availability Period***means the European Securitisation CP Availability Period and/or, theEuropean Securitisation MTN Availability Period, as the context requires;

 

***EuropeanSecuritisation CP Availability Period***means the period from and including the MTN Closing Date to, butexcluding, the earlier of (i) the Jersey Company Liquidity Termination Date, (ii) theoccurrence of an Early European Amortisation Event with respect to both eurosand Sterling, (iii) the occurrence of a European Master Purchaser Event ofDefault (which, if capable of remedy, remains unremedied) and (iv) theoccurrence of a Buhrmann Termination Event;

 

***EuropeanSecuritisation CP Funded Facility***means the Euro Securitisation CP Funded Facility and/or the SterlingSecuritisation CP Funded Facility, as the context may require;

 

***EuropeanSecuritisation CP Funded Facility Amount***means, at any time, the sum of the Euro Securitisation CP FundedFacility Amount and the Sterling Securitisation CP Funded Facility Amount atthat time;

 

***EuropeanSecuritisation Facility***means thecommitted note issuance facility granted to the European Master Purchaser toenable the European Master Purchaser to raise funds by issuing BuhrmannEuropean Notes to one or more Buhrmann European Note Purchasers;

 

***EuropeanSecuritisation MTN Availability Period***meansthe period from and including the MTN Closing Date to, but excluding, theearlier of (i) the occurrence of an Early European Amortisation Event withrespect to both euros and Sterling, (ii) the occurrence of a European MasterPurchaser Event of Default (which, if capable of remedy, remains unremedied);and (iii) the occurrence of a Buhrmann Termination Event;

 

***European StopFunding Event***means the occurrence of any of the followingon any Business Day with respect to an Agreed Currency (other than US Dollars):

 

(a)                                  the European Master Purchaser has insufficient availability underthe European Securitisation Facility to pay the Initial Purchase Price inrespect of any European Receivable denominated in that Agreed Currency;

 

(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 orregulation has impaired the ability of the Security Agent to enforce its rightsunder, or to perfect any material part of the security created by, any of theEuropean Master Purchaser Security Documents;

 

(d)                                 on the immediately preceding Calculation Date (or on such BusinessDay if such Business Day is a Calculation Date) the European Average AggregateDilution Ratio exceeds 7.5 per cent. (in the case of euros) or 6 percent. (in the case of Sterling);

 

(e)                                  on the immediately preceding Calculation Date (or on such BusinessDay if such Business Day is a Calculation Date) the European Average AggregateDefault Ratio exceeds 5.5 per cent. (in the case of euros) or 4 percent. (in the case of Sterling);

 

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(f)                                    on the immediately preceding Calculation Date (or on such BusinessDay if such Business Day is a Calculation Date) the European Average AggregateDelinquency Ratio exceeds 16.5 per cent. (in the case of euros) or9 per cent. in the case of Sterling);

 

(g)                                 on the immediately preceding Calculation Date (or on such BusinessDay if such Business Day is a Calculation Date) the European Average Days SalesOutstanding exceeds 100 days (in the case of euros) or 100 days (in the case ofSterling);

 

(h)                                 to the extent it does not constitute a Buhrmann Termination Event,the Master Servicer’s Daily Report for such Agreed Currency in respect of theimmediately preceding Business Day has not been received by the Cash Manager onthat Business Day; or

 

(i)                                     after giving effect to the issue of the Buhrmann European Notesdenominated in such Agreed Currency to be issued on such Business Day and theapplication by the European Master Purchaser of the proceeds thereof, theEuropean Asset Liability Test would not be satisfied with respect to suchAgreed Currency;

 

(j)                                     on the immediately preceding Monthly Determination Date (or on suchBusiness Day if such Business Day is a Monthly Determination Date) the undrawnportion of the MTN Issuer Liquidity Facility Limit denominated in that AgreedCurrency is less than 3.5 times the Estimated Funding Costs for thatAgreed Currency of the MTN Issuer for that Agreed Currency on that MonthlyDetermination Date,

 

provided that for these purposes CrossCurrency Notes will be deemed to be denominated in the Agreed Currency in whichthe Buhrmann Notes purchased with the proceeds thereof are denominated;

 

***EuropeanTermination Date***means the lastday of the European Securitisation Availability Period;

 

***ExcessConcentration***means at any time:

 

(a)                                  in the case of an Agreed Currency (other than US Dollars) the amountby which the Aggregate Face Amount of Securitised Receivables, in such AgreedCurrency, of any Obligor exceeds the Maximum Obligor Limit of such Obligormultiplied by the Aggregate Face Amount of all Securitised Receivablesdenominated in such Agreed Currency; and

 

(b)                                 and, in the case of US Dollars:

 

(i)                                           the amount by which the Aggregate Face Amount of SecuritisedReceivables, in such Agreed Currency, of any Obligor exceeds the MaximumObligor Limit of such Obligor multiplied by the Aggregate Face Amount of allSecuritised Receivables denominated in such Agreed Currency;

 

(ii)                                        the amount by which the Aggregate Face Amount of all Securitised USReceivables comprising the Receivables in respect of which the Obligor is anation or a government, a State or any other political subdivision thereofexceeds 5 per cent.;

 

(iii)                                       the amount by which the Aggregate Face Amount of all Securitised USReceivables comprising Receivables in respect of any one Obligor that is anation or a government, a State or any other political subdivision thereofexceeds 2 per cent; and

 

(iv)                                      the amount by which the Aggregate Face Amount of all Securitised USReceivables comprising Receivables in respect of Cross-Billed Obligors exceeds10 per cent.;

 

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

 

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***ExchangeCurrency***means, in relation to aJersey Company Foreign Exchange Transaction under the Jersey Company ForeignExchange Agreement, the Currency which is to be sold by the Jersey CompanyCounterparty and purchased by the Securitisation Company and specified in theConfirmation relating thereto;

 

***Exchange Date***means the date on or after 40 days after the applicable MTN IssueDate;

 

***Exchange Event***means:

 

(a)                                  the MTN Trustee has given a MTN Enforcement Notice to the MTNIssuer;

 

(b)                                 the MTN Issuer has been notified that both Euroclear andClearstream, Luxembourg have been closed for business for a continuous periodof 14 days (other than by reason of holiday, statutory or otherwise) or haveannounced an intention permanently to cease business or have in fact done soand no successor clearing system satisfactory to the MTN Trustee is available;or

 

(c)                                  the MTN Issuer has or will become subject to adverse taxconsequences which would not be suffered were the MTNs in definitive form and acertificate to such effect from two directors of the MTN Issuer has been givento the MTN Trustee;

 

***ExpectedDefaults***means the highest of theAverage Default Ratio calculated on such Calculation Date and calculated on thepreceding 11 Calculation Dates;

 

***ExpectedDilutions***means the highest ofthe Average Dilution Ratio calculated on such Calculation Date or calculated onany of the preceding 11 Calculation Dates;

 

***ExtendedScheduled Termination Date***means the date which is one year after theScheduled Termination Date then in effect, extended in accordance with Section3.4 of the LLCAgreement;

 

***ExtendedScheduled Termination Date Notice***means the notice provided to theMembers by the Managing Member, where the Managing Member is not the onlyMember, to extend the Scheduled Termination Date then in effect by anadditional year;

 

***ExtraordinaryResolution***means:

 

(a)                                 a resolution passed at a meeting of the MTN Noteholders, or as thecontext requires, a particular Class thereof, duly convened and held inaccordance with the MTN Trust Deed by a majority consisting of not less thanthree-fourths of the persons voting thereat upon a show of hands or if a poll isduly demanded by a majority consisting of not less than three-fourths of thevotes cast on such poll; or

 

(b)                                a resolution in writing signed by or on behalf of all the MTNNoteholders, which resolution in writing may be contained in one document or inseveral documents in like form each signed by or on behalf of one or more ofthe MTN Noteholders;

 

***Face Amount***means, in respect of each Receivable, the total amount outstandingin respect of such Receivable as shown in the most recent Invoices Filedelivered by the relevant Originator to the relevant Master Purchaser;

 

***Face Value***means in respect of each Buhrmann Note and each Subordinated BuhrmannEuropean Note, the face value thereof in the relevant Agreed Currency as statedthereon;

 

***Facility***means (A) in relation to the Jersey Company Overdraft FacilityAgreement, the uncommitted multi-currency overdraft facility thereunder; or (B)in relation to the Jersey Company Liquidity Facility Agreement, the Euro JerseyCompany Liquidity Facility and/or as the context requires, the Sterling

 

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Jersey Company Liquidity Facility and/or asthe context requires, the US Dollar Jersey Company Liquidity Facilitythereunder;

 

***Facility Office***means (A) in relation to the JerseyCompany Overdraft Bank, the office identified with its signature below or suchother office as it may from time to time select; or (B) in relation to a JerseyCompany Liquidity Bank, the office identified with its signature below or suchother office as it may from time to time select;

 

***Final EuropeanSecuritisation Discharge Date***meansthe date on which all amounts owing by the European Master Purchaser under theBuhrmann European Notes and the Transaction Documents have been paid ordischarged in full;

 

***Final USSecuritisation Discharge Date***meansthe date on which all amounts owing by the US Master Purchaser under the Buhrmann US Notesand the Transaction Documents have been paid or discharged in full;

 

***FixedInterest Period***means, in connection with the MTNs, the periodfrom (and including) an Interest Payment Date (or the Interest CommencementDate) to (but excluding) the next (or first) Interest Payment Date;

 

***Fixed Rate Note***means an MTNthat will bear interest at a fixed rate payable in arrear on such date or datesas may be agreed between the MTN Issuer and the relevant MTN Dealer(s) and onredemption. Such fixed rate of interest will be calculated on the basis of suchDay Count Fraction as may be agreed between the MTN Issuer and the relevant MTNDealer(s);

 

***Floating RateNote***meansan MTN that will bear interestat a floating rate determined:

 

(a)                                   on the same basis as the floating rate under anotional interest-rate swap transaction in the relevant Agreed Currencygoverned by an agreement incorporating the 2000 ISDA Definitions (as publishedby ISDA and as amended and updated as at the MTN Issue Date of the firstTranche of the MTNs of the relevant Series); or

 

(b)                                  on the basis of a reference rate appearing onthe agreed screen page of a commercial quotation service; or

 

(c)                                   on such other basis as may be agreed betweenthe MTN Issuer and the relevant MTN Dealer(s),

 

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

 

***Fortis BankDutch Collection Account***meansthe account in the name of Proost en Brandt B.V. (accountno. 21-35-35-408) with Fortis Bank Nederland;

 

***Fortis BankDutch Collection Account Agreement***means the collection account agreement dated the European ClosingDate, as amended and restated on 26 November 2001 and on or before the MTNClosing Date, between Proost en Brandt B.V., the Master Servicer, the EuropeanReceivables Warehouse Company, the Security Agent and Fortis Bank Nederland;

 

***Fortis BankDutch Collection Claims Pledge Agreement***means the collection claims pledge agreement dated the EuropeanClosing Date, as amended and restated on or before the MTN Closing Date,between the European Receivables Warehouse Company, the Security Agent andFortis Bank Nederland;

 

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***FSMA***means the Financial Services and Markets Act 2000;

 

***FurtherEuropean Master Receivables Purchase Agreement***meansany purchase agreement, in respect of Receivables originated by a member of theBuhrmann Group in any Eligible Originator Country (other than The Netherlands,the United States and England) to be entered into from time to time between theEuropean Receivables Warehouse Company, the SecurityAgent, the Parent and any Additional Jurisdiction Originator(s);

 

***FurtherSecurity***has the meaningspecified in Clause 3.7 of the European Receivables Warehouse Company Deed ofCharge and Clause 3.7 of the European Master Purchaser Deed of Charge, as thecase may be;

 

***GAAP***means, in connection with the LLC Agreement, generally acceptedaccounting principles in the respective jurisdiction of the relevant entitywhich are in effect as of the date of the LLCAgreement;

 

***German Security***has the meaning specified inClause 3.4 of the European Receivables Warehouse Company Deed of Charge andClause 3.4 of the European Master Purchaser Deed of Charge, as the case may be;

 

***Harris***means Harris Trust and SavingsBank of 111 West Monroe Street, Chicago, Illinois, 60690;

 

***Indemnified Persons***has the meaning specified inSection 12.1 of the LLC Agreement;

 

***IndependentManager***means, in connection with the US Master Purchaser, Kevin P. Burns, or anysuccessor;

 

***ING DutchCollection Account***means theaccount in the name of Bührmann-Ubbens B.V. (account no. 69-14-11-182)with ING Bank N.V.;

 

***ING DutchCollection Account Agreement***meansthe collection account agreement dated the 29 November 2000, as amended andrestated on or before the MTN Closing Date, between Bührmann-Ubbens B.V., theMaster Servicer, the European ReceivablesWarehouse Company, the Security Agent and ING Bank N.V.;

 

***ING DutchCollections Claims Pledge Agreement***means the collection claims pledge agreement dated the 29 November2000, as amended and restated on or before the MTN Closing Date, between the European Receivables Warehouse Company, theSecurity Agent and ING Bank N.V.;

 

***InitialBuhrmann Note Purchaser*** meansRheingold No. 11 Limited, a company incorporated in Jersey, Channel Islands andhaving its registered office at Whiteley Chambers, Don Street, St. Helier,Jersey, Channel Islands;

 

***Initial DutchOriginators***means Bührmann-UbbensB.V. and Proost en Brandt B.V.;

 

***Initial DutchSub-Servicers***meansBührmann-Ubbens B.V. and Proost en Brandt B.V.;

 

***Initial EnglishOriginators***means Robert HorneGroup plc, The Howard Smith Paper Group Limited and The M6 Paper Group Limited;

 

***Initial EnglishSub-Servicers***means Robert HorneGroup plc, The Howard Smith Paper Group Limited and The M6 Paper Group Limited;

 

***InitialOriginators*** means the InitialDutch Originators, the Initial English Originators and the Initial USOriginators;

 

***InitialPurchase Price***means, in respectof each Receivable:

 

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A x (1-B)

 

where:

 

A                                      is the Purchase Price of such Receivable; and

 

B                                         is the Reserve Percentage in respect of the Agreed Currency in whichsuch Receivable is denominated as at the Calculation Date immediately precedingthe Purchase Date in respect of such Receivable;

 

***InitialSubordinated Buhrmann European Note Purchaser***means Buhrmann Fined B.V.;

 

***InitialSub-Servicers*** means the Initial Dutch Sub-Servicers, theInitial English Sub-Servicers and the Initial US Sub-Servicers, as the case maybe;

 

***Initial USOriginator***means each of Corporate Express and CorporateExpress of Texas;

 

***Initial USSub-Servicer***means each of Corporate Express and CorporateExpress of Texas;

 

***InsolvencyProceeding***means, in connection with the European Master Purchaser, any proceedingthat occurs where the European Master Purchaser or any other guarantor orobligor of any of the European Master Purchaser Guaranteed Obligations:

 

(a)                                 becomes insolvent or is unable topay its debts or fails or admits in writing its inability generally to pay itsdebts as they become due,

 

(b)                                makes a general assignment,arrangement or composition with or for the benefit of its creditors,

 

(c)                                 institutes or has institutedagainst it a proceeding seeking a judgement of insolvency or bankruptcy or anyother relief under any bankruptcy or insolvency law or other similar lawaffecting creditors’ rights, or a petition is presented for its winding-up orliquidation,

 

(d)                                seeks or becomes subject to theappointment of an administrator, provisional liquidator, conservator, receiver,trustee, custodian or other similar official for it or for all or substantiallyall of its assets,

 

(e)                                 has a secured party takepossession of all or substantially all of its assets or has a distress,execution, attachment, sequestration or other legal process levied, enforced orsued on or against all or substantially all of its assets or,

 

(f)                                   causes or is subject to any eventwith respect to it which, under the applicable laws of any jurisdiction, has ananalogous effect to any of the events specified in Clauses (a) to (e) above;

 

***InstructingGroup***means a group of JerseyCompany Liquidity Banks the aggregate of whose Jersey Company LiquidityCommitments exceeds 50 per cent. of the sum of the Total Euro Commitments,Total Sterling Commitments and Total US Dollar Commitments of the JerseyCompany Liquidity Banks (or, if the Total Euro Commitments, Total SterlingCommitments and Total US Dollar Commitments of the Jersey Company LiquidityBanks have been reduced to zero, exceeded that percentage of the sum of theTotal Euro Commitments, Total Sterling Commitments and Total US DollarCommitments of the Jersey Company Liquidity Banks immediately prior to thereduction thereof to zero);

 

***Interbank Rate***means in relation to any Jersey Company Advance or unpaid sum, means the rate determined by the JerseyCompany LiquidityAgent to be arithmetic mean (rounded up, if necessary, to the nearest wholemultiple of one hundred thousandth of one per cent. per annum) of the offeredquotations in euro, sterling or US dollars, as appropriate, and for therequired period which appear on the Telerate

 

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Screenpage 248 for euro, page 3750 for sterling, page 3750 for US dollars (or suchother page(s) as may replace such page, for the purpose of displaying interestrates comparable thereto) as at 11.00 a.m. (Brussels time for euro, London timefor sterling and US dollars) on the Quotation Date for such period providedthat if no such display rate is then available, the arithmetic mean (roundedup, if necessary, to the nearest whole multiple of one hundred thousandth ofone per cent. per annum) of the respective rates notified to the Jersey Company Liquidity Agent by each of the Reference Banks as the rate at which itoffers deposits in the required currency and for the required period by primebanks in the Euro-zone interbank market for euro, London Interbank Market forsterling and London interbank market for US dollars at or about 11.00 a.m.(Brussels time for euro, London time for sterling and US dollars) on theQuotation Date for such period and, for the purpose of this definition, ***required period*** meansthe Term of such Jersey Company Advance or the period in respect of which the InterbankRate falls to be determined in relation to such unpaid sum;

 

***Interest***means, withrespect to any US Originator, the interest of such US Originator in the USMaster Purchaser, as determined in accordance with the LLC Agreement and the USContribution Agreement;

 

***InterestAmount***means, with respect to the MTNs, the amount ofinterest payable on the Floating Rate Notes and/or the Fixed Rate Notes, as thecase may be, in respect of each Specified Denomination for the relevant InterestPeriod. Each Interest Amount shall be calculated by applying the Rate ofInterest to each Specified Denomination, multiplying such sum by the applicableDay Count Fraction and rounding the resultant figure to the nearest sub-unit ofthe relevant Agreed Currency, half of any such sub-unit being rounded upwardsor otherwise in accordance with applicable market convention;

 

***InterestCommencement Date***means, withrespect to a Series of MTNs, the date specified in the applicable Supplement;

 

***Interest DeterminationDate*** means, with respect to aSeries of Floating Rate Notes, the date specified in the applicable Supplement;

 

***InterestPayment Date***means, with respectto the MTNs and in relation to any Floating Rate Note either:

 

(a)                                  the date which falls the number of months or other period specifiedas the ***Specified Period***in the applicable Supplement after the preceding Interest Payment Date or theInterest Commencement Date (in the case of the first Interest Payment Date); or

 

(b)                                 such date or dates as are indicated in the applicable Supplement;

 

***InterestPeriod*** has the meaning specifiedin the applicable Supplement;

 

***Invoice***means the notice for payment sent by an Originator to an Obligorspecifying the goods and/or services delivered, the amount due to be paid inrespect thereof by the Obligor and the due date for such payment;

 

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

 

***IPP Collections***means, on any Collection Date inrespect of an Agreed Currency:

 

 

where:

 

A                                      is the amount standing to the credit of the IPP Ledger in respect ofthat Agreed Currency as at opening of business on such Collection Date;

 

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B                                        is the aggregate of the Face Amounts of all Securitised Receivableswhich are not Defaulted Receivables or (in the case of Securitised EuropeanReceivables only) Written-off Receivables denominated in that Agreed Currencyas at opening of business on such Collection Date; and

 

C                                         is the aggregate of all amounts denominated in that Agreed Currencyreceived by the European Receivables Warehouse Company or the relevant MasterPurchaser into a Collection Account in relation to Securitised Receivableswhich are not Defaulted Receivables or (in the case of Securitised EuropeanReceivables only) Written-off Receivables;

 

***IPP Ledger***means the ledger maintained by the Master Servicer which will, inrespect of each Agreed Currency:

 

(a)                                  be adjusted as appropriate with all amounts denominated in suchAgreed Currency received for the account of the European Receivables Warehouse Company, the European Master Purchaser orthe US Master Purchaser, as the case may be, on each Business Day into aCollection Account in respect of Securitised Receivables which represent IPPCollections; and

 

(b)                                  be adjusted as appropriate with all amounts denominated in suchAgreed Currency which have been applied on each Business Day (i) inredeeming Buhrmann European Notes, Buhrmann US Notes and Subordinated BuhrmannEuropean Notes, as the case may be, (ii) in purchasing EuropeanReceivables, or (iii) in the case of US Receivables, in increasing the Interestof a US Originator as a result of its contribution of US Receivables;

 

***IssuePrice***means,with respect to a Series of MTNs, the date specified in the applicableSupplement;

 

***ISDA***means theInternational Swaps and Derivatives Association Inc.;

 

***ISDADefinitions***meansthe 2000 ISDA definitions, which includes references to the annex to the 2000ISDA definitions, as published by ISDA;

 

***ISDA Rate*** means, for an Interest Period, a rate equal tothe Floating Rate that would be determined by the MTN Agent under an interestrate swap transaction if the MTN Agent were acting as Calculation Agent forthat swap transaction under the terms of an agreement incorporating the 2000ISDA Definitions as amended and updated as at the MTN Issue Date of the firstTranche of the MTNs, published by ISDA and under which:

 

(a)                                  the Floating Rate Option is as specified in theapplicable Supplement;

 

(b)                                 the Designated Maturity is a period specifiedin the applicable Supplement; and

 

(c)                                  the relevant Reset Date is either (i) if theapplicable Floating Rate Option is based on LIBOR or EURIBOR, the first day ofthat Interest Period or (ii) in any other case, as specified in the applicableSupplement.

 

For the purposes of thisdefinition “Floating Rate”, “Calculation Agent”, “Floating Rate Option”,“Designated Maturity” and “Reset Date” have the meanings given to those termsin the ISDA Definitions;

 

***Jersey Company***means Rheingold No. 11 Limited, a company incorporated in Jersey,Channel Islands and having its registered office at Whiteley Chambers, DonStreet, St. Helier, Jersey, Channel Islands;

 

***Jersey Company Account Bank***means Deutsche Bank Aktiengesellschaft acting through its office atTaunusanlage 12, D-60325 Frankfurt am Main, Germany and any person appointed asJersey Company Account Bank under the Jersey Company Cash AdministrationAgreement;

 

***Jersey Company Accounts***means both or either of the CP Issuer Transaction Account and theJersey Company Operating Account;

 

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***Jersey CompanyAdvance***means an advance made under the Jersey CompanyLiquidity Facility Agreement, the Jersey Company Overdraft Facility Agreementand/or the Jersey Company Standby Letter of Credit Agreement, as the contextrequires;

 

***Jersey Company******Available Euro LiquidityFacility***means at any time the amount equal tothe Total Euro Commitments at such time less the sum of (a) the amount of eachoutstanding Jersey Company Advance denominated in euro made by a Jersey CompanyLiquidity Bank under the Jersey Company Liquidity Facility Agreement which isdue for repayment after the relevant Jersey Company Drawdown Date and (b) theamount, if any, of Jersey Company Advances denominated in euro which the JerseyCompany Liquidity Banks are obliged to make under the Jersey Company LiquidityFacility Agreement, provided that such amount shall not exceed the Jersey CompanyBorrowing Base;

 

***Jersey Company******Available Liquidity Commitment***means in relation to a Jersey Company Liquidity Bank and theallocation to it of its share of any Jersey Company Advance in an AgreedCurrency requested pursuant to Clause 5 of the Jersey Company LiquidityFacility Agreement, means zero or, if greater, its Jersey Company LiquidityCommitment in that Agreed Currency less the amount of all outstanding JerseyCompany Advances in such Agreed Currency falling due for repayment after theJersey Company Drawdown Date to which such allocation relates and which areowed in whole or in part to such Jersey Company Liquidity Bank;

 

***Jersey Company******Available SterlingLiquidity Facility***means at any time the amountequal to the Total Sterling Commitments at such time less the sum of (a) theamount of each outstanding Jersey Company Advance denominated in sterling madeby a Jersey Company Liquidity Bank under the Jersey Company Liquidity FacilityAgreement which is due for repayment after the relevant Jersey Company DrawdownDate and (b) the amount, if any, of Jersey Company Advances denominated insterling which the Jersey Company Liquidity Banks are obliged to make under theJersey Company Liquidity Facility Agreement, provided that such amount shallnot exceed the Jersey Company Borrowing Base;

 

***Jersey CompanyAvailable US Dollar Liquidity Facility***means at any time the amount equal to the Total US DollarCommitments at such time less the sum of (a) the amount of each outstandingJersey Company Advance denominated in US dollars made by a Jersey CompanyLiquidity Bank under the Jersey Company Liquidity Facility Agreement which isdue for repayment after the relevant Jersey Company Drawdown Date and (b) theamount, if any, of Jersey Company Advances denominated in US dollars which theJersey Company Liquidity Banks are obliged to make under the Jersey CompanyLiquidity Facility Agreement, provided that such amount shall not exceed theJersey Company Borrowing Base;

 

***Jersey CompanyBorrowing Base*** means on anyBusiness Day in respect of any Agreed Currency an amount equal to JerseyCompany Principal Proportion of (i) the aggregate of the Face Amounts of allSecuritised Receivables denominated in that Agreed Currency (assuming that anysuch Receivables which are proposed to be purchased by the European ReceivablesWarehouse Company and on-sold to the European Master Purchaser or proposed tobe purchased by the US Master Purchaser, as the case may be, on that BusinessDay have been purchased) and which are not Defaulted Receivables or (other thanwith respect to US dollars) Written-off Receivables plus (ii) any amountsstanding to the credit of the relevant Master Purchaser Transaction Accounts inthat Agreed Currency plus (iii) any amounts standing to the credit of a CollectionAccount in that Agreed Currency other than amounts which have been received inrespect of Receivables which have been determined by the Master Servicer or theLiquidation Servicer, as the case may be, to be Non-Securitised Receivablesplus (iv) any amounts of interest (whether by way of discount or not) accruedor to be accrued on any CP Notes then outstanding less (v) the aggregate FaceAmount of any Jersey Company Subordinated Notes then outstanding;

 

***Jersey CompanyCash Administration Agreement***meansthe cash administration agreement dated 27 September 2000, as amended andrestated on 28 September 2001 and on or about the MTN Closing Date, between theJersey Company Cash Administrator, the Jersey Company and the CP Issuer;

 

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***Jersey CompanyCash Administration Fee***means themonthly fee payable to the Jersey Company Cash Administrator and determined inaccordance with Clause 10.2 of the Jersey Company Cash Administration Agreementand the Jersey Company Cash Administration Fee Letter;

 

***Jersey CompanyCash Administration Services***meansthe cash administration services to be provided by the Jersey Company CashAdministrator under the Jersey Company Cash Administration Agreement;

 

***Jersey CompanyCash Administration Fee Letter***meansthe letter dated 27 September 2000 relating to the Jersey Company CashAdministration Agreement;

 

***Jersey CompanyCash Administrator***means DeutscheBank Aktiengesellschaft and any person appointed as cash administrator under theJersey Company Cash Administration Agreement;

 

***Jersey CompanyCash Collateral Amount***has themeaning specified in Clause 3.2 of the Jersey Company Standby Letter of CreditAgreement;

 

***Jersey CompanyCost Ledger***means the ledgeridentified as such and maintained in respect of the Jersey Company OperatingAccount for the purposes of Clauses 7 and 8 of the Jersey Company CashAdministration Agreement;

 

***Jersey CompanyCounterparty***means Deutsche BankAktiengesellschaft in its capacity as such under the Jersey Company ForeignExchange Agreement and each other counterparty under the Jersey Company HedgingTransactions;

 

***Jersey CompanyDocuments***means the EuropeanMaster Purchaser Funding Deed, the US Master Purchaser Funding Agreement, theJersey Company Cash Administration Agreement, the Jersey Company Standby Letterof Credit Agreement, the Jersey Company Standby Letter of Credit, the JerseyCompany Liquidity Facility Agreement, the Jersey Company Overdraft FacilityAgreement, the CP Commissioning Agreement, the Jersey Company Foreign ExchangeAgreement, the Jersey Company Operating Account Security Assignment Agreement,the CP Issuer Transaction Account Security Assignment Agreement, the CP IssuerCorporate Secretarial and Administration Agreement, this Agreement, and anyother agreement, document or deed from time to time entered into or executedand delivered by any of the parties hereto or thereto pursuant to the termshereof or thereof or otherwise in connection with the CP Programme and theissue of CP Notes;

 

***Jersey CompanyDrawdown Date***means, (A) inrelation to any Jersey Company Overdraft Advance the date for the makingthereof as specified in the Jersey Company Notice of Drawdown relating thereto;or (B) in relation to any Jersey Company Advance under the Jersey CompanyLiquidity Facility Agreement the date for the making thereof, as specified inthe Jersey Company Notice of Drawdown relating thereto;

 

***Jersey CompanyEuro Liquidity Facility***means thecommitted euro revolving facility granted by the Jersey Company Liquidity Banksto the Jersey Company pursuant to the Jersey Company Liquidity FacilityAgreement;

 

***Jersey CompanyEuro Liquidity Facility Limit***means,as at the MTN Closing Date, an amount equal to €55,000,000 and, thereafter,such amount as is equal to the sum of €55,000,000 less the aggregate of allprincipal repayments in euros made by the Jersey Company under the EuroSecuritisation CP Funded Facility, until such amount equals €50,000,000 and,thereafter, €50,000,000;

 

***Jersey CompanyEuro Transaction Account*** meansthe account number 9619693 maintained with the Jersey Company Account Bank;

 

***Jersey CompanyEvent of Default*** means (A) any ofthose events specified in Clause 12 of the Jersey Company Overdraft FacilityAgreement; or (B) any of those events specified in Clause 14.1 of the JerseyCompany Liquidity Facility Agreement, as the context requires;

 

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***Jersey CompanyForeign Exchange Agreement***meansthe foreign exchange agreement dated 27 September 2000, as amended and restatedon or about the MTN Closing Date, between the Jersey Company and Deutsche BankAktiengesellschaft;

 

***Jersey CompanyForeign Exchange Transaction***meansan agreement for the purchase of one Currency against the sale of anotherCurrency (each as specified in the relevant Confirmation) by the parties to theJersey Company Foreign Exchange Agreement;

 

***Jersey CompanyForeign Exchange Transaction Date***means the date on which the Jersey Company Counterparty and theSecuritisation Company enter into a Jersey Company Foreign Exchange Transactionunder the Jersey Company Foreign Exchange Agreement;

 

***Jersey CompanyForward Contract***means a JerseyCompany Foreign Exchange Transaction under the Jersey Company Foreign ExchangeAgreement which has a Value Date that falls more than two Business Days afterthe Jersey Company Foreign Exchange Transaction Date;

 

***Jersey CompanyFunding Agreement***means anyagreement to which Initial Buhrmann Note Purchaser is a party pursuant to whichthe Initial Buhrmann Note Purchaser acquires or may acquire funds for thepurposes of financing the purchase of Buhrmann European Notes under theEuropean Master Purchaser Funding Deed or Buhrmann US Notes under the US MasterPurchaser Funding Agreement and includes, on the date hereof, the Jersey CompanyLiquidity Facility Agreement, the Jersey Company Overdraft Facility Agreement,the CP Commissioning Agreement, the Jersey Company Standby Letter of CreditAgreement and the Jersey Company Foreign Exchange Agreement, all as amended,supplemented, novated or superseded from time to time;

 

***Jersey CompanyHedging Transaction***means anyhedging or foreign exchange contract entered into by the Jersey Company with aJersey Company Counterparty;

 

***Jersey CompanyL/C Bank***means Deutsche BankAktiengesellschaft in its capacity as such under the Jersey Company StandbyLetter of Credit Agreement;

 

***Jersey Company Liquidity Agent***means Deutsche Bank Aktiengesellschaft and any person appointed asJersey Company Liquidity Agent under the Jersey Company Liquidity FacilityAgreement;

 

***Jersey CompanyLiquidity******Bank***means (a) any bank or financialinstitution whose name is listed in Schedule 1 to the Jersey Company LiquidityFacility Agreement whose Jersey Company Liquidity Commitment has not beencancelled whether through transfer or assignment or otherwise pursuant to theterms thereof and (b) any Transferee (as defined in the Schedule to the JerseyCompany Transfer Certificate), and shall be construed so as to include theirrespective successors and assigns in accordance with their respectiveinterests;

 

***Jersey CompanyLiquidity Commitment***means in relationto a Jersey Company Liquidity Bank, subject to any cancellation of suchJersey Company Liquidity Bank’s commitment as may be made pursuant to theJersey Company Liquidity Facility Agreement, the amount for each AgreedCurrency set opposite its name in Schedule 1 thereof;

 

***Jersey CompanyLiquidity Facility***means theliquidity facility provided to the Jersey Company by the Jersey CompanyLiquidity Banks pursuant to the Jersey Company Liquidity Facility Agreement;

 

***Jersey CompanyLiquidity Facility Agreement***meansthe liquidity facility agreement dated 27 September 2000, as amended andrestated on 28 September 2001 and on or about the MTN Closing Date, between theJersey Company, the Jersey Company Liquidity Agent and the Jersey CompanyLiquidity Banks and any extension or renewal thereof in accordance with Clause2.3 of the Jersey Company Liquidity Facility Agreement;

 

***Jersey CompanyLiquidity Facility Fee***means thefee as separately agreed between the parties to the Jersey Company LiquidityFacility Agreement as set out in a letter dated 27 September 2000;

 

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***Jersey CompanyLiquidity Termination Date***meansthe day which falls 364 days after (i) the Effective Date or (ii) the date ofany renewal of the Jersey Company Liquidity Facility Agreement;

 

***Jersey CompanyNotice of Drawdown***means (A) arequest for a Jersey Company Overdraft Advance pursuant to the Jersey CompanyOverdraft Facility Agreement; or (B) a request for a Jersey Company Advancepursuant to the Jersey Company Liquidity Facility Agreement;

 

***Jersey CompanyOperating Account***means theinterest bearing account or accounts designated as such with account number9619693, 10000 for euro, 10003 for sterling and 10005 for US dollars, bank sortcode 500 700 10 and operated by Deutsche Bank Aktiengesellschaft as JerseyCompany Cash Administrator in the name of the Jersey Company at the JerseyCompany Account Bank utilised for the time being for the purposes of the JerseyCompany Cash Administration Agreement or such other account or accounts as mayfor the time being be in addition thereto or substituted therefor in accordancewith the provisions of the Jersey Company Cash Administration Agreement;

 

***Jersey CompanyOperating Account Security Assignment Agreement***means the Jersey Company Operating Account security assignmentagreement dated 27 September 2000, as amended and restated on 28 September 2001and on or about the MTN Closing Date, between the Jersey Company and the JerseyCompany Security Trustee;

 

***Jersey CompanyOverdraft Advance***means an advance(as from time to time reduced by repayment) made or to be made by the JerseyCompany Overdraft Bank under Clause 5 of the Jersey Company Overdraft FacilityAgreement;

 

***Jersey CompanyOverdraft Bank***means DeutscheBank Aktiengesellschaft;

 

***Jersey CompanyOverdraft Facility Agreement***meansan overdraft facility agreement dated 27 September 2000, as amended andrestated on 28 September 2001 and on or about the MTN Closing Date, between theInitial Buhrmann Note Purchaser and the Jersey Company Overdraft Bank and anyextension or renewal thereof in accordance with the terms of the Jersey CompanyOverdraft Facility Agreement;

 

***Jersey CompanyPrincipal Proportion*** on any dateis 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 oron behalf of the MTN Issuer on such date; and

 

Y                                        is the subscription price of the relevant Buhrmann Notes held by oron behalf of the Initial Buhrmann Note Purchaser on such date;

 

***Jersey CompanyRating Trigger Period*** means theperiod of 35 days commencing on the date that the Rating Agencies notify theJersey Cash Administrator of an actual or potential downgrade of the thencurrent rating applicable to the CP Notes issued by the CP Issuer on behalf ofthe Jersey Company pursuant to the CP Commissioning Agreement are resultdirectly or indirectly of an insufficiency in the levels of credit enhancementprovided to the CP Issuer to support the purchase of the Buhrmann European Notesand/or the Buhrmann US Notes, as the case maybe

 

***Jersey CompanyRegister*** means the registermaintained by or on behalf of the Jersey Company in respect of the JerseyCompany Subordinated Notes, as more particularly described in the relevantJersey Company Subordinated Note Conditions;

 

***Jersey CompanyRegistrar***means in respect ofJersey Company Subordinated Notes, the Jersey Company or any successor theretoappointed in accordance with the Jersey Company Subordinated Note Conditions;

 

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***Jersey CompanySecurity Trustee***means DeutscheInternational Corporate Services Limited;

 

***Jersey CompanySpot Contract***means a JerseyCompany Foreign Exchange Transaction under the Jersey Company Foreign ExchangeAgreement which has a Value Date two Business Days after the Jersey CompanyForeign Exchange Transaction Date;

 

***Jersey CompanyStandby Letter of Credit***meansthe letter of credit issued by Deutsche Bank Aktiengesellschaft under theJersey Company Standby Letter of Credit Agreement;

 

***Jersey CompanyStandby Letter of Credit Accession Notice***means the standby letter of credit accession notice dated 27September 2000 (as amended and restated on 28 September 2001 and on 18 July2002) from the Jersey Company to the Jersey Company L/C Bank;

 

***Jersey CompanyStandby Letter of Credit Agreement***means the standby letter of credit agreement dated 19 March 1998 andrenewed on 28 July 2000, and as amended and restated on or about the MTNClosing Date, between the Jersey Company L/C Bank, the Jersey Company and othersubsidiaries of Rheingold Securitisation Holdings Limited;

 

***Jersey CompanySterling Liquidity Facility***meansthe committed sterling revolving facility granted by the Jersey CompanyLiquidity Banks to the Jersey Company pursuant to the Jersey Company LiquidityFacility Agreement;

 

***Jersey CompanySterling Liquidity Facility Limit***means, as at the MTN Closing Date, £120,000,000 and, thereafter,such amount as is equal to the sum of £120,000,000 less the aggregate of all principalrepayments in sterling made by the Jersey Company under the SterlingSecuritisation CP Funded Facility, until such amount equals £50,000,000 and,thereafter, £50,000,000;

 

***Jersey CompanySterling Transaction Account***meansthe account number 9619693 maintained with the Jersey Company Account Bank;

 

***Jersey CompanySubordinated Note*** means any noteissued by the Jersey Company pursuant to the Jersey Company Subordinated NotePurchase Facility and denominated in euro, Sterling or US Dollar, as applicable.

 

***Jersey CompanySubordinated Note Certificate***means in respect of any Jersey Company Subordinated Note, a certificate in theform set out in Schedule 2 of the Jersey Company Subordinated Note PurchaseFacility issued by the Jersey Company to the person registered as the JerseyCompany Subordinated Noteholder in the Jersey Company Register;

 

***Jersey CompanySubordinated Note Conditions***means the terms and conditions, in the form set out in Schedule 3 to the JerseyCompany Subordinated Note Purchase Facility and a reference to a particularnumbered Jersey Company Subordinated Note Condition shall be construedaccordingly;

 

***Jersey CompanySubordinated Note Discount*** means,in relation to each Jersey Company Subordinated Note, the amount in therelevant Agreed Currency of that Jersey Company Subordinated Note which isequal to the product of the following formula as determined by the Jersey CashAdministrator on or before the relevant Jersey Company Subordinated Note IssueDate of that Jersey Company Subordinated Note:

 

(A – B) x C

 

where:

 

A                                      is the Required Reserve Amount in the relevant Agreed Currency;

 

B                                        is the AA Required Reserve Amount in the relevant Agreed Currency;and

 

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C                                        is the Jersey Company Principal Portion as determined by the CashManager on or before the relevant Jersey Company Subordinated Note Issue Date;

 

***Jersey CompanySubordinated Note Discounted Value*** means with respect to a Jersey Company Subordinated Note, theJersey Company Subordinated Note Face Value thereof less the relevant JerseyCompany Subordinated Note Discount applicable thereto;

 

***Jersey CompanySubordinated Note Event of Default*** means any of those events specified in the Jersey CompanySubordinated Note Condition 10;

 

***Jersey CompanySubordinated Note Face Value***means in respect of each Jersey Company Subordinated Note, the face valuethereof in the relevant Agreed Currency as stated thereon;

 

***Jersey CompanySubordinated Noteholder*** means theJersey Company Subordinated Note Purchaser or any other person whose name isentered into the Jersey Company Register as the holder of such Jersey CompanySubordinated Note, with the consent of the Jersey Company;

 

***Jersey CompanySubordinated Note Issue Date***means the date of issue of a Jersey Company Subordinated Note;

 

***Jersey Company Subordinated Note PurchaseFacility*** means the subordinated note purchase facility dated 18 July 2002 made between the Jersey Company, the Jersey CompanySubordinated Note Purchaser and the Jersey Company Security Trustee;

 

***Jersey CompanySubordinated Note Purchaser*** meansBuhrmann Fined B.V.;

 

***Jersey CompanySubordinated Note Redemption Date***means in respect of a Jersey Company Subordinated Note, its stated maturitydate;

 

***Jersey CompanySubordinated Note Subscription Price*** means (a) in respect of each Jersey Company Subordinated Note, theamount in the relevant Agreed Currency at which such Jersey CompanySubordinated Note was subscribed, as set out in the Jersey Company SubordinatedNote Issue Notice delivered in respect of such Jersey Company SubordinatedNote;

 

***Jersey CompanyTransaction Account*** means theJersey Company Euro Transaction Account and/or the Jersey Company SterlingTransaction Account and/or the Jersey Company US Dollar Transaction Account, asthe case may be;

 

***Jersey CompanyTransfer Certificate***means thetransfer certificate substantially in the form set out in Schedule 5 tothe Jersey Company Liquidity Facility Agreement;

 

***Jersey Company******US Dollar LiquidityFacility***means the committed USdollar revolving facility granted by the Jersey Company Liquidity Banks to theJersey Company pursuant to the Jersey Company Liquidity Facility Agreement;

 

***Jersey Company******US Dollar LiquidityFacility Limit***means US$125,000,000;

 

***Jersey CompanyUS Dollar Transaction Account***meansthe account number 9619693 maintained with the Jersey Company Account Bank;

 

***Jersey CompanyYield Proportion*** on any date is afraction (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 ofthe MTN Issuer on such date; and

 

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B                                        is the yield on the relevant Buhrmann Notes held by or on behalf ofthe Initial Buhrmann Note Purchaser on such date;

 

***L/C Fee***has the meaning specified in the Jersey Company Standby Letter ofCredit Agreement;

 

***L/C Portion*** has the meaning specified in the Jersey Company Standby Letter ofCredit Agreement;

 

***LPA***means the Law of Property Act 1925;

 

***Ledger Accounts***means the Receivables Ledger, theDiscount Ledger, the IPP Ledger, the DPP Ledger, the Reserve Ledger, the LossLedger and the Credit Note Ledger;

 

***Liability***means any loss, damage, cost, charge, claim, demand, expense,judgment, action, proceeding or other liability whatsoever (including, withoutlimitation in respect of taxes, duties, levies, imposts and other charges) andincluding any Value Added Tax or similar tax charged or chargeable in respectthereof and legal fees and expenses on a full indemnity basis;

 

***LIBOR*** means the London inter bank offered rate;

 

***LimitedLiability Company Interest Certificate*** means, in connection with the LLC Agreement,the certificate which records the Interests of the Members, substantially inthe form of Schedule 2 to the LLC Agreement;

 

***Linked CreditNotes***means a Credit Note that islinked by an Originator to a particular Receivable;

 

***LiquidationServicer***meansPricewaterhouseCoopers and any other servicer (other than a member of theBuhrmann Group) appointed to perform the duties of the Liquidation Servicerunder the Servicing Agreement;

 

***LiquidationServicer Annual Fee*** means, theannual fee of the Liquidation Servicer due pursuant Clause 23.2(a) of theServicing Agreement;

 

***LiquidationServicer Collections Fee*** means,following the occurrence of a Buhrmann Termination Event the fee due to theLiquidation Servicer pursuant to Clause 23.2(b) of the ServicingAgreement;

 

***LiquidationServicer Fee Reserve Account***means the EuropeanLiquidation Servicer Fee Reserve Account and the US Liquidation Servicer FeeReserve Account;

 

***LiquidationServicer Reserve Percentage*** meansone per cent.;

 

***Liquidator***means, with respect to the US Master Purchaser, the Managing Memberacting as liquidating trustee or, if the Managing Member is unable or unwillingto do so, a liquidating trustee appointed by Members holding more than 50 percent. of the Interests of all of the Members, in either case appointed upondissolution of the US Master Purchaser in accordance with the LLC Agreement;

 

***LLC Agreement***means the limited liability company agreement as amended andrestated on or before the MTN Closing Date, between the Initial US Originatorsand the Independent Manager;

 

***Lock Boxes***means the Post Office Lock Boxes listed on Schedule 1 to the US LockBox and Assigned Account Agreement;

 

***London BusinessDay***means a day (other than a Saturday or a Sunday) on which banks andforeign exchange markets settle payments and are open for general business inLondon;

 

***Long MaturityNote*** means a Fixed Rate Note (other than a Fixed Rate Notewhich on issue had a Talon attached) whose nominal amount on issue is less thanthe aggregate interest payable thereon provided that such MTN shall cease to bea Long Maturity Note on the Interest Payment Date on which

 

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the aggregate amount of interest remaining tobe paid after that date is less than the nominal amount of such MTN;

 

***Loss Horizon***means, on any Business Day:

 

A + B

 

where:

 

A                                      is the Average Credit Terms as at the most recent Calculation Datein respect of the relevant Securitised Receivables over the immediatelypreceding 30 days; and

 

B                                        is 30 (in the case of Securitised European Receivables) or 45 (inthe case of Securitised US Receivables);

 

***Loss HorizonCumulative Sales*** means, on anyCalculation Date in respect of an Agreed Currency, the aggregate Face Amount ofall sales occurring during the immediately preceding Loss Horizon in respect ofthe relevant Securitised Receivables denominated in that Agreed Currency;

 

***Loss HorizonRatio***means, on any CalculationDate and in respect of an Agreed Currency:

 

 

where:

 

A                                      is Loss Horizon Cumulative Sales; and

 

B                                        is (i) in respect of Securitised European Receivables the aggregateFace Amount of Securitised European Receivables denominated in such AgreedCurrency; and (ii) in respect of Securitised US Receivables the aggregate ofthe Face Amount of all Securitised Receivables that are Eligible Receivablesless Excess Concentrations;

 

***Loss Ledger***means the ledger maintained by the Master Servicer which will, inrespect of each Agreed Currency:

 

(a)                                  be adjusted as appropriate with any part of the Face Amount of eachSecuritised Receivable denominated in that Agreed Currency which has not beenreceived by the European ReceivablesWarehouse Company or the relevant Master Purchaser, as the case may be,as a result of such Securitised Receivable becoming a Defaulted Receivable onsuch Business Day; and

 

(b)                                  be adjusted as appropriate with all amounts denominated in suchAgreed Currency received by the EuropeanReceivables Warehouse Company or the relevant Master Purchaser on eachBusiness Day in respect of (i) Defaulted Receivables, (ii) paymentsmade by an English Originator pursuant to Clause 3.1 of the EnglishOriginator Warranty and Indemnity Deed and (iii) payments made by the European Receivables Warehouse Company pursuant toClause 3.1 of the European Receivables Warehouse Company English Warranty andIndemnity Deed;

 

***Losses***means any claims, liabilities, losses, damages, judgments, settlements,costs and expenses (including, without limitation, court costs and reasonableattorney’s fees and disbursements), or in relation to the taxable loss of theUS Master Purchaser, determined for Federal income tax purposes under Section703(a) of the Code, including items separately stated pursuant to Section703(a)(1);

 

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

 

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***LuxembourgMTN Listing Agent***means Deutsche Bank Luxembourg S.A. in its capacity as listing agent forthe MTN Programme;

 

***Luxembourg MTN Paying Agent***means Deutsche Bank LuxembourgS.A. acting through its office at 2 Boulevard Konrad Adenauer, L-1115Luxembourg;

 

***Manager***means any insolvency official appointed by the court under anyapplicable law;

 

***Managing Member***means Corporate Express, or anysuccessor;

 

***Mandates***means the resolutions, instructions and signature authoritiesrelating to the relevant Accounts in the form agreed by the Jersey Company CashAdministrator as they may be modified from time to time and notified asprovided in Clause 4 of the Jersey Company Cash Administration Agreement;

 

***Margin***means, with respect to anyFloating Rate Notes, the amount specified in the applicable Supplement;

 

***Master Definitionsand Framework Deed***refers to thisDeed;

 

***MasterPurchaser Account Banks***means theEuropean Master Purchaser Account Bank and/or the US Master Purchaser AccountBank, as the context requires;

 

***MasterPurchaser MTN Principal Reserve Accounts***means the European Master Purchaser MTN Principal Reserve Accountsand the US Master Purchaser MTN Principal Reserve Account;

 

***MasterPurchaser Reserve Accounts***meansthe European Master Purchaser Reserve Accounts and the US Master PurchaserReserve Accounts;

 

***MasterPurchaser Senior Expenses***meansthe European Master Purchaser Senior Expenses and/or the US Master PurchaserSenior Expenses, as the context requires;

 

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

 

***MasterPurchasers***means the EuropeanMaster Purchaser and the US Master Purchaser;

 

***Master Servicer***means Buhrmann Stafdiensten B.V. in its capacity asservicer under the Servicing Agreement;

 

***MasterServicer’s Daily Report***means (i) prior toa Buhrmann Termination Event a report prepared by the Master Servicer and inthe form set out in Schedule 1 to the Servicing Agreement and (ii)thereafter, a report prepared by the Liquidation Servicer in accordance withthe Servicing Agreement;

 

***MasterServicer’s Monthly Report***means (i) prior toa Buhrmann Termination Event a report prepared by the Master Servicer and inthe form set out in Schedule 1 to the Servicing Agreement and (ii)thereafter, a report prepared by the Liquidation Servicer in accordance withthe Servicing Agreement;

 

***MaterialAdverse Effect***means, withrespect to any person or entity, a material adverse effect on: (a) thebusiness, operations, property, condition (financial or otherwise) or prospectsof such person or entity; (b) the ability of such person or entity toperform its obligations under any Transaction Document to which it is a partyor 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 aparty; or (d) the collectability or enforceability or the value of anySecuritised Receivables;

 

***Maturing Buhrmann European Note***means a Buhrmann European Note where on any Redemption Date, any sumis due to a Buhrmann European Note Purchaser in its capacity as a BuhrmannEuropean Noteholder in respect of the redemption of that Buhrmann EuropeanNote;

 

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***Maximum CountryLimit***means, in respect of each Eligible ObligorCountry, the limit (as a percentage of all Securitised Receivables denominatedin the relevant Agreed Currency) set out in the column entitled “***Country ConcentrationLimit***” opposite the credit rating of that EligibleObligor Country set out in the column entitled “***Country Foreign Currency Rating***”:

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

 

***Maximum ObligorLimit***means:

 

(a)                                  in respect of each Obligor in respect of Securitised EuropeanReceivables, 2 per cent., providedthat (i) the limit with respect to the five largest Obligors in eachAgreed Currency is 3.3 per cent., (ii) the aggregate Face Amount of allSecuritised Receivables of the five largest Obligors in each Agreed Currency doesnot exceed 10 per cent. of all Securitised Receivables denominated in suchAgreed Currency as a percentage of the aggregate Face Amount of all SecuritisedReceivables in the relevant Agreed Currency, and (iii) for the purposes of thisparagraph (a) any Obligors affiliated with each other will be considered to beone “Obligor”; or

 

(b)                                 in respect of each Obligor in respect of Securitised US Receivables,the limit (as a percentage of the Face Amount of the Securitised USReceivables) set out in the column entitled “***Obligor Limit***” opposite the credit rating ofthat Obligor set out in the column entitled “***Obligor Short-Term Rating***” or, if suchObligor does not have a short-term credit rating, “***Obligor Long-Term Rating***”, as applicable;

 
| **Level** |   | **Obligor  Short-Term  Rating  (Fitch)/(Moody’s)/(S&P)** |   | **Obligor  Long-Term Rating  (Fitch)/(Moody’s)/(S&P)** |   | **Obligor  Limit**                                             |
|-----------|--------|-------------------------------------------------------------------|--------|-----------------------------------------------------------------|--------|----------------------------------------------------------------|
| 1         |   | F1+/P-1/A-1+                                                      |   | AA-/Aa3/AA- and above                                           |   | 10 per cent.                                                   |
| 2         |   | F1/P-1/A-1                                                        |   | A+/A1/A+                                                        |   | 10 per cent.                                                   |
| 3         |   | F2/P-2/A-2                                                        |   | A/A-BBB+/A2-Baa1/A-BBB+                                         |   | 5 per cent.                                                    |
| 4         |   | F3/P-3/A-3                                                        |   | BBB,BBB-/Baa2,Baa3/BBB,BBB-                                     |   | the higher of 3.3 per cent. and the Obligor  Limit for Level 5 |
| 5         |   | Below F3/P-3/A-3 or unrated                                       |   | Below BBB-/Baa3/BBB- or unrated                                 |   | 3.5 per cent;                                                  |

 

Forthe purposes of the foregoing table:

 

(i)                                     any Obligor whichis not rated by Moody’s but which has a rating by Fitch and/or S&P (a ***non-Moody’s rating***) shallbe deemed to have a Moody’s rating to be determined by converting the lowestnon-Moody’s rating into a Moody’s rating and then varying such rating downwardsby one notch as illustrated as follows:

 

(x)                                   Ratingby Fitch, or as the case may be, Standard & Poor’s, of an Obligor at AAAwill be converted into the equivalent Moody’s (Aaa) and the Moody’s equivalentrating will be reduced by one notch and therefore equal to Aa1; and

 

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(y)                                 If anObligor has ratings (whether actual or deemed) from more than one ratingagency, the lowest such rating shall be operative for the purpose ofdetermining the Obligor Limit; and

 

(ii)                                  any Obligorsaffiliated with each other will be considered to be one “Obligor”;

 

***Maximum Rightof Set-Off Limit***means, in respectof the percentage of the Face Amount of all Securitised US Receivables thatarise under a Contract that allows the Obligor to set-off any amount owed tothe Originator by any amount such Originator owes such Obligor, 1 per cent;

 

***Member***means, in respect to the US Master Purchaser, any Person named inthe LLC Agreement as a Member and includesany Additional Member or Successor admitted as a member of the US MasterPurchaser pursuant to Section 9 of the LLC Agreement;

 

***Monthly Determination Date***means the second London Business Day prior to the start of eachInterest Period;

 

***Monthly Report***means (A) in relation to the Jersey Company Standby Letter ofCredit, the monthly report as defined in the Jersey Company Standby Letter ofCredit Agreement; (B) in relation to the other Transaction Documents, theMaster Servicer’s Monthly Report or (C) in relation to the MTNs, the MTNNoteholder Monthly Report;

 

***Monthly Settlement Date***means the twenty fifth day of each calendar month or if such day isnot a Business Day;

 

***Moody’s***means Moody’s Investors Service Limited or its successor;

 

***MTN***means a note issued pursuant to the MTN Programme and denominated insuch currency or currencies as may be agreed between the MTN Issuer and therelevant MTN Dealer(s) which has such maturity and denomination as may beagreed between the MTN Issuer and the relevant MTN Dealer(s) and issued or tobe issued by the MTN Issuer pursuant to the MTN Programme Agreement or anyother agreement between the MTN Issuer and the relevant MTN Dealer(s) relatingto the MTN Programme, the MTN Agency Agreement and the MTN Trust Deed and whichshall initially be represented by, and comprised in an MTN Temporary GlobalNote 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 Notemay (in accordance with the terms of such MTN Permanent Global Note) in turn beexchanged for definitive MTNs and includes any replacements for a note issuedpursuant to MTN Condition 10;

 

***MTN AgencyAgreement*** means the agencyagreement dated on or before the MTN Closing Date, as amended and/orsupplemented and/or restated from time to time, pursuant to which the MTNIssuer has appointed the MTN Agent and the other MTN Paying Agents in relationto all or any Series of MTNs and any other agreement for the time being inforce appointing further or other MTN Paying Agents or another MTN Agent inrelation 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 modifyingthe prior written approval of the MTN Trustee;

 

***MTN Agent***means Deutsche Bank AG Londonacting through its office at 1 Great Winchester Street, London EC2N 2DB, asagent under the MTN Agency Agreement and any successor agent appointed inaccordance with the MTN Agency Agreement;

 

***MTN Agreement Date***means, in respect of any MTN, the date on which agreement is reachedfor the issue of such MTN as contemplated in Clause 2 of the MTN ProgrammeAgreement which, in the case of MTNs issued on a syndicated basis or otherwisein relation to which an MTN Subscription Agreement is entered into, shall bethe date on which the relevant MTN Subscription Agreement is signed by or onbehalf of all the parties to it;

 

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***MTN Appointee***means any attorney, manager, agent, delegate or other personappointed by either MTN Trustee or the MTN Security Trustee under the MTNIssuer Deed of Charge;

 

***MTN Arranger***means Deutsche Bank AG London and any other entity appointed as anarranger for the MTN Programme or in respect of any particular issue of MTNsunder the MTN Programme and references to “***MTN Arranger***” shall be references to therelevant MTN Arranger;

 

***MTN AvailableInterest Funds***means in respect of any Interest Period and for each Agreed Currency,the sum of:

 

(a)                                   moneys received during such InterestPeriod following the redemption or roll over of any Buhrmann Note held by theMTN Issuer denominated in that Agreed Currency and which represent that portionof the Estimated Funding Costs payable by the MTN Issuer for such InterestPeriod;

 

(b)                                interest on all moneys standing tothe credit of the relevant MTN Issuer Transaction Account, the relevant MTNIssuer Stop Funding Account and the relevant MTN Issuer Liquidity Facility ReserveAccount (if any); and

 

(c)                                 interest and other amounts accrued onall Eligible Investments purchased with moneys standing to the credit of therelevant MTN Issuer Transaction Account, the relevant MTN Issuer Stop FundingAccount and the relevant MTN Issuer Liquidity Facility Reserve Account (ifany);

 

***MTN AvailablePrincipal Funds***means, for eachAgreed Currency (a) prior to the occurrence of an Early European AmortisationEvent with respect to such Agreed Currency or an Early US Amortisation Event, asapplicable, the sum of the redemption amounts received by the MTN Issuerfollowing redemption of any Buhrmann Note held by the MTN Issuer denominated inthat Agreed Currency (other than amounts on deposit in the relevant MTN IssuerStop Funding Account) and which do not represent that portion of the EstimatedFunding Costs allocable to the MTN Issuer in respect of that Buhrmann Note tothe extent that such funds have not been utilised on the relevant redemptiondate to purchase a new Buhrmann Note and (b) after the occurrence of an EarlyEuropean Amortisation Event with respect to such Agreed Currency or an Early USAmortisation Event, as applicable, the sum of the redemption amounts receivedby the MTN Issuer following redemption of any Buhrmann Note held by the MTNIssuer denominated in that Agreed Currency (including amounts on deposit in therelevant MTN Issuer Stop Funding Account) and which do not represent thatportion of Estimated Funding Costs allocable to the MTN Issuer in respect ofthat Buhrmann Note;

 

***MTN CalculationAgency Agreement*** means anagreement supplemental to the MTN Agency Agreement in or substantially in thesame form set out in Schedule 1 to the MTN Agency Agreement or in such form asmay be agreed to between the MTN Trustee and the MTN Security Trustee;

 

***MTN CalculationAgent*** means the MTN Agent or suchother person specified in the applicable Supplement;

 

***MTN Class A***means MTNs specified as MTN Class A in the applicable Supplement;

 

***MTN Class B***means MTNs specified as MTN Class B in the applicable Supplement;

 

***MTN Class C***means MTNs specified as MTN Class C in the applicable Supplement;

 

***MTN Class D***means MTNs specified as MTN Class D in the applicable Supplement;

 

***MTN Class E***means MTNs specified as MTN Class E in the applicable Supplement;

 

***MTN Class F***means MTNs specified as MTN Class F in the applicable Supplement;

 

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***MTN ClosingDate***means 18 July 2002 or suchother date as may be agreed between the MTN Arranger, the MTN Issuer and theMaster Purchasers;

 

***MTN Conditions***means the terms and conditions of the MTNs, in the form set out inSchedule 1 of the MTN Trust Deed and a reference to a particular numbered MTNCondition shall be construed accordingly;

 

***MTN Confirmation Letter***means:

 

(a)                                  in respect of the appointment of a third party as an MTN Dealer forthe duration of the MTN Programme, the MTN Confirmation Letter substantially inthe 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 forone or more particular issues of MTNs under the MTN Programme, the MTNConfirmation Letter substantially in the form set out in Part IV of Appendix Cto the MTN Programme Agreement;

 

***MTN Dealer***means Deutsche Bank AG London, and any other entity which the MTNIssuer may appoint as an MTN Dealer and notice of whose appointment has beengiven to the MTN Agent and the MTN Trustee by the MTN Issuer in accordance withthe provisions of the MTN Programme Agreement but excluding any entity whoseappointment has been terminated in accordance with the provisions of the MTNProgramme Agreement and notice of such termination has been given to the MTNAgent and the MTN Trustee by the MTN Issuer in accordance with the provisionsof the MTN Programme Agreement and references to a ***relevant MTN Dealer***or the ***relevant MTNDealer(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 ofthe MTNs of such Tranche or Series and ***MTN Dealer*** means any one of them;

 

***MTN Dealer Accession Letter***means:

 

(a)                                  in respect of the appointment of a third party as an MTN Dealer forthe duration of the MTN Programme, the MTN Dealer Accession Lettersubstantially in the form set out in Part I of Appendix C to the MTN ProgrammeAgreement; and

 

(b)                                  in respect of the appointment of a third party as an MTN Dealer forone or more particular issues of MTNs under the MTN Programme, the MTN DealerAccession Letter substantially in the form set out in Part III of Appendix C tothe MTN Programme Agreement;

 

***MTN DefinitiveNote*** means an MTN in definitiveform issued, or as the case may require, to be issued by the MTN Issuer, inaccordance with the provisions of the MTN Programme Agreement, the MTN AgencyAgreement and the MTN Trust Deed, or any other agreement between the MTN Issuerand 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 setout in Part II of the Second Schedule of the MTN Trust Deed with suchmodifications (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 Conditionsendorsed thereon or, if permitted by the relevant Stock Exchange, incorporatingthe MTN Conditions by reference as indicated in the applicable Supplement andhaving the relevant information supplementing, replacing or modifying the MTNConditions appearing in the applicable Supplement endorsed thereon or attachedthereto and having Coupons and, where appropriate, Talons attached thereto onissue;

 

***MTN ExpectedMaturity Date***means, with respectto any Series of MTNs, the date specified in the applicable Supplement;

 

***MTN Global Note***means an MTN Temporary GlobalNote and/or an MTN Permanent Global Note, as the context requires;

 

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***MTN Investor Presentation Materials***means all materials, includingslides, prepared by the MTN Arranger, the MTN Lead Manager or any MTN Dealer inconnection with the marketing of the MTNs and the credit rating thereof;

 

***MTN Issue Date***means, in respect of any MTN, the date of issue and purchase of suchMTN pursuant to and in accordance with the MTN Programme Agreement or any otheragreement between the MTN Issuer and the relevant MTN Dealer(s) being, in thecase of any definitive MTN represented initially by an MTN Global Note, thesame date as the date of issue of the MTN Global Note which initially representedsuch MTN;

 

***MTN Issuer***means Silver Funding Limited whose registered office is at WhiteleyChambers, Don Street, St. Helier, Jersey, JE4 9WG, Channel Islands;

 

***MTN Issuer Account Bank***means DeutscheBank AG, Amsterdam and any other successor bank appointed in accordance withthe Cash Management Agreement;

 

***MTN IssuerAccounts***means the MTN IssuerTransaction Accounts and/or the MTN Issuer Stop Funding Accounts and/or the MTNIssuer Liquidity Facility Reserve Accounts (if any);

 

***MTN IssuerAdministration Agreements***meansthe MTN Issuer Corporate Administration Agreement, the MTN Issuer FiduciaryAdministration Agreement and the MTN Issuer SPV Administration Agreement;

 

***MTN IssuerCharged Property***means the wholeof 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 IssuerDeed of Charge and all other property, assets and rights whatsoever of the MTNIssuer and wheresoever situated, present and future, including withoutlimitation any uncalled share capital of the MTN Issuer;

 

***MTN IssuerCorporate Administration Agreement***means the agreement dated on or before the MTN Closing Date betweenthe MTN Issuer and the MTN Issuer Corporate Administrator;

 

***MTN IssuerCorporate Administrator***meansDeutsche International Corporate Services Limited;

 

***MTN Issuer Deedof Charge***means the deed ofcharge and assignment dated on or before the MTN Closing Date between the MTNIssuer, the MTN Trustee, the MTN Security Trustee, the Security Agent, theEuropean Master Purchaser, the MTN Paying Agents, the MTN Issuer LiquidityFacility Provider, the MTN Issuer Account Bank and the Cash Manager;

 

***MTN IssuerDutch Law Pledge Agreement***meansthe pledge agreement dated on or before the MTN Closing Date between the MTNIssuer, the Cash Manager, the MTN Security Trustee and the MTN Issuer AccountBank;

 

***MTN IssuerDutch Law Security*** has themeaning specified in Clause 3.2 of the MTN Issuer Deed of Charge;

 

***MTN IssuerEnforcement Notice***means a noticeserved in writing to the MTN Issuer provided by the MTN Security Trusteepursuant to MTN Condition 10 certifying the occurrence of an MTN Issuer Eventof Default thereby declaring the MTNs immediately due and payable;

 

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

 

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

 

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***MTN Issuer EuroStop Funding Account***means theaccount of the MTN Issuer (account number 265462940 0000 EUR 001) with the MTNIssuer Account Bank;

 

***MTNIssuer Euro Transaction Account***meansthe account of the MTN Issuer (account number 265461995 0000 EUR 000) with theMTN Issuer Account Bank;

 

***MTNIssuer European Stop Funding Accounts***means the MTN Issuer Euro Stop Funding Account and the MTN IssuerSterling Stop Funding Account;

 

***MTN IssuerEuropean Transaction Accounts***meansthe MTN Issuer Euro Transaction Account and the MTN Issuer Sterling TransactionAccount;

 

***MTN IssuerEvent of Default***has the meaning specified in MTN Condition 10;

 

***MTN IssuerFiduciary Administration Agreement*** means the agreement dated on or before the MTN Closing Date betweenthe MTN Issuer and Ogier SPV Services Limited for the provision of directors tothe MTN Issuer;

 

***MTN Issuer German Law Pledge Agreement*** means the pledge agreement dated on orbefore the MTN Closing Date between the MTN Issuer, the Cash Manager, theSecurity Agent and the MTN Security Trustee;

 

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

 

***MTN Issuer Liquidity Facility*** means the liquidity facility providedto the MTN Issuer by the MTN Issuer Liquidity Provider pursuant tothe MTN Issuer Liquidity Facility Agreement;

 

***MTN Issuer Liquidity Facility Agreement*** means the liquidity facility agreementdated on or before the MTN Closing Date between the MTN Issuer, theMTN Issuer Liquidity Facility Provider and the MTN Issuer SecurityTrustee;

 

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

 

***MTN Issuer Liquidity Facility ReserveAccounts*** means the MTN Issuer Euro Liquidity Facility Reserve Account, the MTNIssuer Sterling Liquidity Facility Reserve Account and the MTN Issuer US DollarLiquidity Facility Reserve Account;

 

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

 

***MTN IssuerMandate*** means a bank mandatecompleted by the MTN Issuer in respect of each MTN Issuer Account;

 

***MTN Issuer NewYork Law Security*** has the meaningspecified in Clause 3.7 of the MTN Issuer Deed of Charge;

 

***MTN IssuerPrincipal Proportion***on any dateis 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 oron behalf of the MTN Issuer on such date; and

 

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Y                                        is the subscription price of the relevant Buhrmann Notes held by oron behalf of the Initial Buhrmann Note Purchaser on such date;

 

***MTN IssuerSecured Creditors***means the MTNSecurity Trustee (in its capacity as a creditor of the MTN Issuer), the MTNTrustee, the MTN Noteholders, any receiver of the MTN Issuer (in its capacityas a creditor of the MTN Issuer), the MTN Issuer Corporate Administrator underthe MTN Issuer Corporate Administration Agreement, any additional administratorsof the MTN Issuer, the MTN Paying Agents under the MTN Agency Agreement, theMTN Issuer Liquidity Facility Provider under the MTN Issuer Liquidity FacilityAgreement, the Cash Manager (in its capacity as cash manager for the MTNIssuer) and the MTN Issuer Account Bank under the Cash Management Agreement and***MTN Issuer SecuredCreditor***shall mean any one of them and shall be construedaccordingly;

 

***MTN IssuerSecured Obligations***means allamounts and liabilities owing from time to time by the MTN Issuer to the MTNIssuer Secured Creditors;

 

***MTN IssuerSecurity Documents***means the MTNIssuer Deed of Charge, the MTN Issuer US Security Agreement, the MTN IssuerDutch Law Pledge Agreement and the MTN Issuer German Law Pledge Agreement;

 

***MTN Issuer SPVAdministration Agreement***meansthe agreement dated on or before the MTN Closing Date between the MTN Issuerand Ogier SPV Services Limited for the provision of a registered office of theMTN Issuer;

 

***MTN Issuer Sterling Liquidity FacilityReserve Account***means the accountof the MTN Issuer (account number 265462983 0000 GBP 002) with the MTN IssuerAccount Bank;

 

***MTN IssuerSterling Stop Funding Account***meansthe account of the MTN Issuer (account number 265462940 0000 GBP 001) with theMTN Issuer Account Bank;

 

***MTN IssuerSterling Transaction Account***meansthe account of the MTN Issuer (account number 265461995 0000 GBP 000) with theMTN Issuer Account Bank;

 

***MTN Issuer StopFunding Accounts***means the MTNIssuer European Stop Funding Accounts and the MTN Issuer US Dollar Stop FundingAccount;

 

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

 

***MTN IssuerTransaction Accounts***means theMTN Issuer European Transaction Accounts and the MTN Issuer US DollarTransaction Accounts;

 

***MTN Issuer US Dollar Liquidity FacilityReserve Account***means the accountof the MTN Issuer (account number 265462983 0000 USD 002) with the MTN IssuerAccount Bank;

 

***MTN Issuer USDollar Stop Funding Account***meansthe account of the MTN Issuer (account number 265462940 0000 USD 001) with theMTN Issuer Account Bank;

 

***MTN Issuer USDollar Transaction Account***meansthe account of the MTN Issuer (account number 265461995 0000 USD 000) with theMTN Issuer Account Bank;

 

***MTN Issuer USSecurity Agreement*** means thesecurity agreement dated on or before the MTN Closing Date between the MTNIssuer, the MTN Issuer Account Bank, US Master Purchaser and the MTN SecurityTrustee;

 

***MTN IssuerYield Proportion*** on any date is afraction (expressed as a percentage) calculated as (i) A divided by (ii) (A+B),

 

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where:

 

A                                      is the yield on the relevant Buhrmann Notes held by or on behalf ofthe MTN Issuer on such date; and

 

B                                        is the yield on the relevant Buhrmann Notes held by or on behalf ofthe Initial Buhrmann Note Purchaser on such date;

 

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

 

***MTN ListingAgent***means Deutsche BankLuxembourg S.A.;

 

***MTN MaturityDate*** with respect to any Seriesof MTNs, has the meaning specified in the applicable Supplement;

 

***MTN Noteholder***means the several persons who are for the time being holders ofoutstanding MTNs save that, in respect of the MTNs of any Series, for so longas such MTNs or any part thereof are represented by an MTN Global Notedeposited with a common depositary for Euroclear and Clearstream, Luxembourg(other than Clearstream, Luxembourg, if Clearstream, Luxembourg shall be anaccountholder of Euroclear and Euroclear, if Euroclear shall be anaccountholder of Clearstream, Luxembourg) as the holder of a particular nominalamount of the MTNs of such Series shall be deemed to be the holder of suchnominal amount of such MTNs (and the holder of the relevant MTN Global Noteshall be deemed not to be the holder) for all purposes of the MTN Trust Deedother than with respect to the payment of principal or interest on such nominalamount of such MTNs, the rights to which shall be vested, as against the MTNIssuer and the MTN Trustee, solely in such common depositary and for whichpurpose such common depositary shall be deemed to be the holder of such nominalamount of such MTNs in accordance with and subject to its terms and theprovisions of the MTN Trust Deed and the expressions ***MTN Noteholder***, ***MTN holder*** and ***holder of MTNs*** andrelated expressions shall be construed accordingly;

 

***MTN NoteholderMonthly Report***means, a reportprepared by the Cash Manager and in the form set out in Schedule 1 to the CashManagement Agreement;

 

***MTN OfferingCircular***means the offeringcircular relating to the MTNs prepared in connection with the MTN Programme asrevised, supplemented or amended from time to time by the MTN Issuer inaccordance with Clause 5.2 of the MTN Programme Agreement including anydocuments which are from time to time incorporated in the offering circular byreference except that:

 

(a)                                  in relation to each Tranche of MTNs only the applicable Supplementshall be deemed to be included in the MTN Offering Circular; and

 

(b)                                  for the purpose of Clause 4.5 of the MTN Programme Agreement inrespect of the MTN Agreement Date and the MTN Issue Date, the MTN OfferingCircular means the offering circular as at the MTN Agreement Date, but notincluding any subsequent revision, supplement or amendment to it orincorporation of information in it;

 

***MTN Paying Agents***means, in relation to all or any Series of the MTNs, the severalinstitutions (including, where the context permits, the MTN Agent and theLuxembourg MTN Paying Agent) at their respective specified offices initiallyappointed as paying agents in relation to such MTNs by the MTN Issuer pursuantto the MTN Agency Agreement and/or if applicable, any Successor paying agentsat their respective specified offices in relation to all or any Series of theMTNs;

 

***MTN PermanentGlobal Note***means a global notein the form or substantially in the form set out in Part II of the SecondSchedule to the MTN Trust Deed with such modifications (if any) as may beagreed between the MTN Issuer, the MTN Agent, the MTN Trustee and the relevantMTN Dealer(s), together with the copy of the applicable Supplement annexedthereto, comprising some or all of the

 

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MTNs of the same Series, issued by the MTNIssuer pursuant to the MTN Programme Agreement or any other agreement betweenthe 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 orpart of any MTN Temporary Global Note issued in respect of such MTNs;

 

***MTNPre-Enforcement Interest Priority of Payments***means the order of priorities of payments as set out in Clause 7.2of the MTN Issuer Deed of Charge;

 

***MTNPre-Enforcement Principal Priority of Payments***means the order of priorities of payments as set out in Clause 7.3of the MTN Issuer Deed of Charge;

 

***MTN Post-EnforcementInterest Priority of Payments***meansthe order of priorities of payments as set out in Clause 8.3 of the MTN IssuerDeed of Charge;

 

***MTNPost-Enforcement Principal Priority of Payments***means the order of priorities of payments as set out in Clause 8.4of the MTN Issuer Deed of Charge;

 

***MTN ProceduresMemorandum***means the operating andadministrative procedures memorandum dated on or before the MTN Closing Date,as amended or varied from time to time including, in respect of any Tranche, byagreement between the MTN Issuer and the relevant MTN Dealer or MTN LeadManager with the approval in writing of the MTN Agent;

 

***MTN Programme***means the SilverFunding Limited €800,000,000 asset-backed euro medium term note programme;

 

***MTN ProgrammeAgreement***means the agreementdated on or before the MTN Closing Date between the MTN Issuer and the MTNDealers named therein (or deemed named therein), the European Receivables WarehouseCompany, the Master Purchasers and the Parent, concerning the purchase of MTNsto be issued pursuant to the MTN Programme together with any agreement for thetime being in force amending, replacing, novating or modifying such agreementand any accession letters and/or agreements supplemental thereto;

 

***MTN ProgrammeLimit***means,€800,000,000 or such other greater amount as may be agreed pursuant to Clause12 of the MTN Programme Agreement;

 

***MTN Relevant Party***means each MTN Dealer, each of their respective affiliates and eachperson who controls them (within the meaning of Section 15 of the SecuritiesAct or Section 20 of the Exchange Act) and each of their respective directors,officers, employees and agents;

 

***MTN SecurityTrustee***means Deutsche TrusteeCompany Limited and all other persons or companies for the time being thesecurity trustee under the MTN Issuer Deed of Charge;

 

***MTNSubscription Agreement***means anagreement supplemental to the MTN Programme Agreement (by whatever name called)in or substantially in the form set out in Appendix E to the MTN ProgrammeAgreement or in such other form as may be agreed between the MTN Issuer and theMTN Lead Manager or one or more MTN Dealers (as the case may be);

 

***MTN TemporaryGlobal Note***means a temporaryglobal note in the form or substantially in the form set out in Part I ofthe Second Schedule to the MTN Trust Deed together with the copy of theapplicable Supplement annexed thereto with such modifications (if any) as maybe agreed between the MTN Issuer, the MTN Agent, the MTN Trustee and therelevant 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 otheragreement between the MTN Issuer and the relevant MTN Dealer(s) relating to theMTN Programme, the MTN Agency Agreement and the MTN Trust Deed;

 

***MTN TransactionDocuments*** means the MTN ProgrammeAgreement, the MTN Agency Agreement, the MTN Issuer Deed of Charge, the MTNTrust Deed, the Cash Management Agreement, the MTN

 

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Issuer Liquidity Facility Agreement, the MTNIssuer US Security Agreement, the MTN Issuer Administration Agreements, the MTNIssuer Dutch Law Pledge Agreement, the MTN Issuer German Law Pledge Agreement,the European Master Purchaser Funding Deed, the US Master Purchaser FundingAgreement, the European Master Purchaser Security Documents, the US MasterPurchaser Security Agreement and all other documents and agreements enteredinto in connection with the issue of the MTNs and the purchase of the BuhrmannNotes;

 

***MTN Trust Deed***means the trust deed dated on or before the MTN Closing Date betweenthe MTN Issuer and the MTN Trustee under which MTNs will, on issue, beconstituted and which sets out the terms and conditions on which the MTNTrustee has agreed to act as trustee and includes any trust deed or otherdocument executed by the MTN Issuer and the MTN Trustee in accordance with theprovisions of the MTN Trust Deed and expressed to be supplemental to the MTNTrust Deed;

 

***MTN Trustee***means Deutsche Trustee Company Limited and any other trustee ortrustees for the time being for the holders of the MTNs appointed in accordancewith the MTN Trust Deed;

 

***MultiemployerPlan***means a multiemployer planas defined in Section 4001(a)(3) of ERISA;

 

***New BuhrmannEuropean Note***means a BuhrmannEuropean Note denominated in the same Agreed Currency as the Maturing BuhrmannEuropean Note for which the Buhrmann European Note Purchaser is obliged uponthe relevant Redemption Date to subscribe for a further Buhrmann European Notedenominated in the same Agreed Currency;

 

***New MTN Dealer***means any entity appointed as an additional MTN Dealer in accordancewith Clause 11 of the MTN Programme Agreement;

 

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

 

***Non-Conforming Dutch Receivable***has the meaning specified in Clause 11.1(a) of the Dutch MasterReceivables Purchase Agreement and Clause 11.1(a) of the Onward Dutch MasterReceivables Purchase Agreement;

 

***Non-ConformingEnglish Receivable***has the meaninggiven to it in Clause 6.1(a) of the English Originator Warranty andIndemnity Deed and Clause 5.1(a) of the European Receivables Warehouse CompanyEnglish Warranty and Indemnity Deed;

 

***Non-ConformingReceivable***means a Non-Conforming Dutch Receivable, aNon-Conforming English Receivable and/or a Non-Conforming US Receivable, as thecontext requires;

 

***Non-ConformingUS Receivable***has the meaning given to it inClause 11.1(a) of the US Contribution Agreement;

 

***Non-FundedReceivables*** means Securitised Receivables the purchase ofwhich has been funded by the issue of Subordinated Buhrmann European Notes oradditional Capital Contributions;

 

***Non-SecuritisedDutch Receivables***means DutchReceivables which have not been sold and transferred to the EuropeanReceivables Warehouse Company by a Dutch Originator;

 

***Non-SecuritisedEnglish Receivables***means EnglishReceivables which have not been sold and transferred to the EuropeanReceivables Warehouse Company by an English Originator;

 

***Non-SecuritisedEuropean Receivables***means theNon-Securitised Dutch Receivables, and/or the Non-Securitised EnglishReceivables, as the context requires;

 

***Non-SecuritisedReceivables***means theNon-Securitised European Receivables and/or the Non-Securitised US Receivables,as the context requires;

 

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***Non-SecuritisedUS Receivables***means USReceivables which have not been sold and transferred to the US Master Purchaserby a US Originator;

 

***Obligor***means any person who owes a payment obligation to an Originator, theEuropean Receivables Warehouse Company or the relevant Master Purchaser inrespect of a Securitised Receivable;

 

***ObligorPercentage*** means, on any BusinessDay and in respect of an Agreed Currency, an amount expressed as percentagerepresenting the amount which the largest Obligor by value represents of theall Securitised Receivables denominated in such Agreed Currency less the ExcessConcentration in respect of such Obligor;

 

***Offer toContribute***has the meaning specifiedin Clause 2 of the US Contribution Agreement;

 

***Onward******Dutch Master Receivables Purchase Agreement*** means the purchase agreement dated onor before the MTN Closing Date between the European Master Purchaser, theEuropean Receivables Warehouse Company, the Parent and the Security Agent;

 

***Onward******English Receivables Sale Contract*******means each contract concluded for thesale of English Receivables between the European Receivables Warehouse Companyand the European Master Purchaser arising from the due acceptance of a EuropeanReceivables Warehouse Company Offer to Sell and incorporating the EnglishStandard Terms and Conditions;

 

***Onward European Master Receivables PurchaseAgreement*** means each of the Onward Dutch Master Receivables Purchase Agreement,any Onward English Receivables Sale Contract and any Onward Further EuropeanMaster Receivables Purchase Agreement;

 

***Onward Further European Receivables PurchaseAgreement*** means any purchase agreement, in respect of Receivables originated by amember of the Buhrmann Group in any Eligible Originator Country (other than TheNetherlands, the United States and England) to be entered into from time totime between the European Master Purchaser, the Security Agent, the Parent andthe European Receivables Warehouse Company;

 

***Optional Redemption Amount*** means in respect of an MTN the amountspecified in the applicable Supplement;

 

***Optional Redemption Date*** means in respect of an MTN the datespecified in the applicable Supplement;

 

***OriginalCurrency***means, in relation to aJersey Company Foreign Exchange Transaction under the Jersey Company ForeignExchange Agreement, the Currency which is to be sold by the SecuritisationCompany and purchased by the Jersey Company Counterparty and specified in theConfirmation relating thereto;

 

***Originator***meansany Dutch Originator, any English Originator, any US Originator or anyAdditional Jurisdiction Originator;

 

***OriginatorAccession Agreement***means a dulycompleted agreement in the form set out in the Appendix to this Deed;

 

***OtherSecuritisation Companies***means other Securitisation Companies that the CPIssuer has entered or will enter into commissioning agreements with;

 

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

 

(a)                                  those MTNs which have been redeemed pursuant to the MTN Trust Deed;

 

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(b)                                 those MTNs in respect of which the date (including, whereapplicable, any deferred date) for redemption in accordance with the MTNConditions has occurred and the redemption moneys (including all interestpayable thereon) have been duly paid to the MTN Trustee or to the MTN Agent inthe manner provided in the MTN Agency Agreement (and where appropriate noticeto that effect has been given to the relative MTN Noteholders in accordancewith MTN Condition 15) and remain available for payment againstpresentation of the relevant MTNs and/or Coupons;

 

(c)                                  those MTNs which have been purchased and cancelled in accordancewith MTN Conditions 8(f) and 8(g);

 

(d)                                 those MTNs which have become void or in respect of which claims havebecome prescribed, in each case under MTN Condition 11;

 

(e)                                  those mutilated or defaced MTNs which have been surrendered andcancelled and in respect of which replacements have been issued pursuant to MTNCondition 12;

 

(f)                                    (for the purpose only of ascertaining the Nominal Amount of the MTNsoutstanding and without prejudice to the status for any other purpose of therelevant MTNs) those MTNs which are alleged to have been lost, stolen ordestroyed and in respect of which replacements have been issued pursuant to MTNCondition 12; and

 

(g)                                 any MTN Global Note to the extent that it shall have been exchangedfor 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 followingpurposes:

 

(i)             theright to attend and vote at any meeting of the holders of the MTNs of anySeries;

 

(ii)          thedetermination of how many and which MTNs of any Series are for the time beingoutstanding for the purposes of Clause 8.1 of the MTN Trust Deed and MTNConditions 10 and 16 and paragraphs 2, 5, 6 and 9 of the ThirdSchedule to the MTN Trust Deed;

 

(iii)       anydiscretion, power or authority (whether contained in the MTN Trust Deed orvested by operation of law) which the MTN Trustee is required, expressly orimpliedly, to exercise in or by reference to the interests of the holders ofthe MTNs of any Series; and

 

(iv)      thedetermination by the MTN Trustee whether any event, circumstance, matter orthing is, in its opinion, materially prejudicial to the interests of theholders 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 Parentor 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 remainoutstanding;

 

***Parallel Debt***has the meaning specified in Clause 3.6 of the European MasterPurchaser Deed of Charge, Clause 3.6 of the European Receivables WarehouseCompany Deed of Charge or Clause 3.7 of the MTN Issuer Deed of Charge, asthe context may require;

 

***Parent***means Buhrmann N.V.;

 

***Payment Day***has the meaning set out in MTN Condition 11;

 

***PBGC***means the Pension Guaranty Corporation referred to and defined inERISA and any successor entity performing similar functions;

 

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***Plan***means any employee pension benefit plan (other than a MultiemployerPlan) subject to the provisions of Title IV of ERISA or Section 412 of the Codeor Section 302 of ERISA, and in respect of which a US Originator or any ERISAAffiliate is (or, if such plan were terminated, would under Section 4069 ofERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA;

 

***Postbank DutchCollection Accounts***means theaccount in the name of Bührmann-Ubbens B.V. (account no. 34570, 833612 and10618) with Postbank N.V. at Bijlmerplein 888, 1102 MG, Amsterdam, TheNetherlands;

 

***Postbank DutchCollection Account Agreement***meansthe collection account agreement dated the European Closing Date, as amendedand restated on 26 November 2001 and on or before the MTN Closing Date, betweenBührmann-Ubbens B.V., the Master Servicer, the European Receivables WarehouseCompany, the Security Agent and Postbank N.V.;

 

***Postbank DutchCollection Claims Pledge Agreement***means the collection claims pledge agreement dated the EuropeanClosing Date, as amended and restated on 26 November 2001 and on or before theMTN Closing Date, between the European Receivables Warehouse Company, theSecurity Agent and Postbank N.V.;

 

***PotentialBuhrmann Termination Event***means any event which with the giving of notice, lapse of time, making ofany determination or any combination thereof, would constitute a BuhrmannTermination Event;

 

***PotentialEuropean Master Purchaser Event of Default***meansany event which with the giving of notice, lapse of time, making of anydetermination or any combination thereof, would constitute a European MasterPurchaser Event of Default;

 

***PotentialJersey Company Subordinated Note Event of Default*** means any event which with the giving of notice, lapse of time,making of any determination or any combination thereof, would constitute aJersey Company Subordinated Note Event of Default;

 

***Potential MTNIssuer Event of Default***means any eventwhich with the giving of notice, lapse of time, making of any determination orany combination thereof, would constitute an MTN Issuer Event of Default;

 

***Potential USMaster Purchaser Event of Default***meansany event which with the giving of notice, lapse of time, making of anydetermination or any combination thereof, would constitute a US MasterPurchaser Event of Default;

 

***PrincipalObligations***has the meaningspecified in Clause 3.6 of the European Receivables Warehouse Company Deedof Charge, Clause 3.6 of the European Master Purchaser Deed of Charge orClause 3.7 of the MTN Issuer Deed of Charge, as the context requires;

 

***Profits***means the taxable income of the USMaster Purchaser as determined for US federal income tax purposes under Section703(a) of the Code, including items separately stated pursuant to Section703(a)(1) of the Code;

 

***ProtectionNotice***means an EnglishCollection Account Protection Notice, a Dutch Collection Account ProtectionNotice and/or a US Collection Account Protection Notice as the contextrequires;

 

***Purchase Date***means, (i) in the case of each European Receivable, the date onwhich such European Receivable becomes or is proposed to become a SecuritisedEuropean Receivable in accordance with the terms of the relevant EuropeanMaster Receivables Purchase Agreement and the relevant Onward European MasterReceivables Purchase Agreement and (ii) in the case of a US Receivable, theContribution Date;

 

***Purchase Price***means, in respect of each Receivable:

 

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A x (1-B)

 

where:

 

A                                    is theFace Amount of such Receivable on its Purchase Date as specified in theInvoices File delivered by or on behalf of the relevant Originator on thatPurchase Date; and

 

B                                       is theDiscount Percentage in respect of the Agreed Currency in which such Receivableis denominated as at the Purchase Date;

 

***Quotation Date***means in relation to any period for which an interest rate is to bedetermined under the Jersey Company Liquidity Facility Agreement means the dayon which quotations would ordinarily be given by prime banks in the interbankmarket for deposits in euros, sterling or US dollars, as appropriate, fordelivery on the first day of that period or, if later, the date on which theJersey Company Notice of Drawdown in respect of the Jersey Company Advance forwhich such interest rate is to be determined was delivered;

 

***Rate ofInterest*** means the rate ofinterest of the Floating Rate Notes and/or the Fixed Rate Notes, as the contextrequires;

 

***Rating Agencies***means Standard & Poor’s andMoody’s;

 

***RatingCondition***means, with respect toany action taken or to be taken, a condition that is satisfied when each RatingAgency has confirmed in writing to the relevant Master Purchaser, the MasterServicer, the Security Agent, the MTN Trustee and the MTN Security Trustee thatsuch action will not result in the withdrawal, reduction or other adverseaction with respect to any then-current rating of the CP Notes, the MTNs or thesecurities issued by any other Buhrmann Note Purchaser;

 

***Rebate DilutionAccruals***means, on any BusinessDay and in respect of an Agreed Currency, the aggregate of all amountsdenominated in such Agreed Currency by each Originator in its accounts inrespect of Rebate Dilutions;

 

***Rebate DilutionMonthly Accruals***means, on anyCalculation Date and in respect of an Agreed Currency, the aggregate of theRebate Dilution Accruals in respect of such Agreed Currency which have arisensince the immediately preceding calendar month;

 

***RebateDilutions***means the aggregateamount of discounts granted by Originators to Obligors and which are accrued bythe Originator granting such discount in its accounts; provided that RebateDilutions shall not include any amount in respect of which the relevant MasterPurchaser has received a Deemed Collection;

 

***Receivable***means all amounts payable to an Originator or either Master Purchaserby an Obligor in connection with a Contract and all rights to or to enforcepayment thereof and the proceeds thereof including the following:

 

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

 

(b)                                 all rights to compensation, indemnity or payment from any compensation,guarantee or insurance scheme or policy (including the proceeds of anypolitical risk insurance policy) to which an Originator or either MasterPurchaser may be entitled in respect of any failure (of whatsoever nature) toreceive timely payment in full of such amounts; and

 

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(c)                                   all rights to demand, sue for, recover, receive and give receiptsfor all such amounts;

 

***ReceivablesLedger***means the ledgermaintained by the Master Servicer which will in respect of each AgreedCurrency:

 

(a)                                  be adjusted as appropriate with an amount equal to the aggregate ofthe Face Amounts of all the Receivables denominated in such Agreed Currencywhich have become Securitised Receivables on that Business Day; and

 

(b)                                 be adjusted as appropriate with all amounts denominated in suchAgreed Currency identified as representative or constitutive moneys received bythe European Master Purchaser or the US Master Purchaser on such Business Dayin relation to a Securitised Receivable ;

 

***Receiver***means a receiver appointed by the Security Agent pursuant toClause 19.1 of the European Receivables Warehouse Company Deed of Charge,Clause 20.1 of the European Master Purchaser Deed of Charge, Clause 20.1of the US Master Purchaser Security Agreement or Clause 19.1 of the MTN IssuerDeed of Charge;

 

***Recipients***means, with respect to the USCollection Account Agreement, the US Master Purchaser and the US Originators;

 

***Record Date***means the date on which paymentsof principal on each Buhrmann Note is made pursuant to the relevant RedemptionDate to the holder (or to the first named of joint holders) of the BuhrmannNote appearing on the Register at the close of business on that date;

 

***Records***means, inrespect of any Securitised Receivable, all contracts, correspondence, notes ofdealings and other documents, books, books of account, registers, records andother 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 Receivable and the related Obligor;

 

***Redemption Date***means in respect of a Buhrmann Noteor a Subordinated Buhrmann Note, its stated maturity date;

 

***RedenominationDate***shall have the meaningspecified in Buhrmann European Note Condition 8.2 or MTN Condition 5;

 

***Reference Banks*** means, with respect to the Jersey Company Liquidity Facility,(i) the principal Frankfurt am Main office of Deutsche BankAktiengesellschaft and the principal offices of Dresdner BankAktiengesellschaft and Commerzbank Aktiengesellschaft in respect of euro;(ii) the principal London offices of Barclays Bank PLC, National WestminsterBank plc and HSBC plc in respect of sterling and US dollars, or any JerseyCompany Liquidity Bank which replaces any of them;

 

***Reference Rate***with respect to any Series of MTNs has the meaning specified in the applicable Supplement;

 

***Register***means the register maintained by or on behalf of the relevant MasterPurchaser in respect of the relevant Buhrmann Notes, as more particularlydescribed in the relevant Buhrmann Note Conditions;

 

***Relevant Change***means the adoption after the datehereof of any applicable law, rule or regulation, or any change after the datehereof, or any officially published change after the date hereof in theinterpretation or administration thereof by any court, governmental authority,revenue or taxing authority, central bank or comparable agency or regulatoryauthority charged with the interpretation or administration thereof, orcompliance by it with any guideline, request or directive (whether or nothaving the force of law) or any practice of any such authority, central bank orcomparable agency or

 

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regulatory authority or taxing authoritywhich is promulgated after the date hereof and is of general application andwith which the party affected thereby habitually complies;

 

***RelevantDate***shall have the meaning specified in MTN Condition11;

 

***RelevantSales-Defaults***means, on anyBusiness Day and in respect of an Agreed Currency, the Face Amount as at theirPurchase Date of Securitised Receivables denominated in that Agreed Currencyand purchased or acquired during the Relevant Sales-Defaults Period;

 

***RelevantSales-Defaults Period***means, onany Business Day in respect of any Agreed Currency, the period of 30consecutive days ending with the day which is X days prior to such Business Dayin each case, where X is equal to the Default Receivable Maturity;

 

***RelevantSales-Delinquencies***means, on anyBusiness Day and in respect of an Agreed Currency, the Face Amount as at theirPurchase Date of Securitised Receivables denominated in that Agreed Currencyand purchased during the Relevant Sales-Delinquencies Period;

 

***RelevantSales-Delinquencies Period***means,on any Business Day, the period of 30 consecutive days ending with the daywhich is X days prior to such Business Day, where X is equal to the DelinquentReceivable Maturity;

 

***Relevant ScreenPage***with respect to FloatingRate Notes where Screen Rate Determination has been specified, has the meaning specified in the applicableSupplement;

 

***Repayment Date***means (A) in relation to any Jersey Company Overdraft Advance thelast day of the Term of such Jersey Company Overdraft Advance; or (B) inrelation to any Jersey Company Advance under the Jersey Company LiquidityFacility Agreement the last day of the Term of such Jersey Company Advance;

 

***ReportableEvent***means any reportable eventas defined in Section 4043(b) of ERISA or the regulations issued thereunderwith respect to a Plan (other than a Plan maintained by an ERISA Affiliatewhich 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 noticeperiod is waived;

 

***RepurchasePrice***has the meaning specifiedin Clause 11.1(b) of the Dutch Master Receivables Purchase Agreement, Clause11.1(b) of the Onward Dutch Master Receivables Purchase Agreement, Clause5.1(b) of the English Originator Warranty and Indemnity Deed, Clause 5.1(b) ofthe European Receivables Warehouse Company English Warranty and Indemnity Deedor Clause 11.1(b) of the US Contribution Agreement;

 

***RequiredRatings***means in relation toshort-term unsecured, unsubordinated and unguaranteed debt obligations of anyentity a rating of not less than “P-1” by Moody’s and “A-1+” by Standard &Poor’s;

 

***RequiredReserve Adjustment***means, on anyBusiness Day and in respect of an Agreed Currency:

 

(A-B) + C + D

 

where:

 

A                                      is the amount standing to the credit of the Reserve Ledger inrespect of that Agreed Currency on that Business Day;

 

B                                        is the Required Reserve Amount in respect of that Agreed Currency asat that Business Day;

 

C                                        is the amount standing to the debit of the Loss Ledger in respect ofthat Agreed Currency on that Business Day; and

 

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D                                        is the amount standing to the credit of the DPP Collections Ledgerin respect of that Agreed Currency on that Business Day;

 

***RequiredReserve Amount***means, on anyBusiness Day and in respect of an Agreed Currency:

 

(A x B) + C + D +E

 

where,

 

A                                      is the Reserve Percentage in respect of such Agreed Currency as at theimmediately preceding Calculation Date;

 

B                                        is (i)  (in the case of Securitised European Receivables) theaggregate of the Face Amounts of Securitised Receivables (including anyReceivables which are to be purchased by the European Master Purchaser on suchBusiness Day) denominated in that Agreed Currency on each Business Day less anyDefaulted Receivables and Written-off Receivables denominated in that AgreedCurrency less                         in that Agreed Currency, the sum of (a) Dilutions; (b) items C and Eset out below; (c) Excess Concentrations; and (d) Unallocated Cash Proceeds and(ii)  (in the case of Securitised US Receivables) the US Net Pool Balance;

 

C                                        is in the case of each Agreed Currency (other than US Dollars) thesum of (i)  the Rebate Dilutions in respect of such Agreed Currency onthat Business Day and (ii)  the product of (a)  the highest of theRebate Dilution Monthly Accruals in respect of such Agreed Currency as at thetwelve previous Calculation Dates and (b)  110  per cent.;

 

D                                       is, in the case of US Dollar the sum of (i)  the RebateDilutions on that Business Day and (ii)  the product of (a) theproduct of the highest of the Average Rebate Dilution Monthly Accruals as atthe twelve previous Calculation Dates and 110 per cent; and (b) the Loss Horizon;and

 

E                                         is, in the case of each Agreed Currency the product of (a) thehighest of the Discount Dilution Monthly Accruals in respect of such AgreedCurrency as at the twelve previous Calculation Dates and (b) 110 per cent.;

 

***Reserve Floor*** means, on any Calculation Date and inrespect of an Agreed Currency, 8 times the largest Obligor Percentage of thatAgreed Currency provided that if A x B is greater than C then 5 timesthe largest Obligor Percentage plus A x B;

 

where:

 

A                                      is the Expected Dilutions in respect ofthat Agreed Currency as at such Calculation Date;

 

B                                        is the Dilution Horizon Ratio inrespect of that Agreed Currency as at such Calculation Date; and

 

C                                        is the sum of Obligor Percentages forthe three largest Obligors in respect of that Agreed Currency;

 

***Reserve FloorPercentage***means, on any Calculation Date:

 

(a)                                  in respect of an Agreed Currency (other than US Dollars) 16 percent.;

 

(b)                                 in respect of US Dollars, (x) as at the MTN Closing Date,38 per cent.; provided that if the Current Default Ratio is less than orequal to 2 per cent. on such Calculation Date and the preceding 11Calculation Dates then 36 per cent.; and (y) thereafter, such other amountas may be determined by the Master Servicer, subject to satisfaction of theRating Condition;

 

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***Reserve Ledger***means the ledger maintained by the Master Servicer which will, inrespect of each Agreed Currency:

 

(a)                                  be adjusted as appropriate by all amounts denominated in such AgreedCurrency which have been received by the European Receivables Warehouse Companyor the relevant Master Purchaser on each Business Day as DPP Collections; and

 

(b)                                 be adjusted as appropriate with an amount equal to the aggregate ofthe Purchase Price of all Receivables denominated in such Agreed Currency paidby the European Receivables Warehouse Company and the European Master Purchaseror the US Master Purchaser on each Business Day less, in each case, the InitialPurchase Price element of such Receivables as at such Business Day;

 

***ReservePercentage***means, on anyCalculation Date:

 

(a)                                  in respect of each Agreed Currency (other than US Dollars), the sumof:

 

(i)                                     (x) the Reserve Floor Percentage; (y) the Reserve Floor and (z) thesum of the Default Reserve Percentage and the Dilution Reserve Percentage;

 

(ii)                                  the Discount Percentage, and

 

(iii)                               the Liquidation Servicer Reserve Percentage; and

 

(b)                                 in respect of US Dollars, the sum of:

 

(i)                                     (x) the Reserve Floor Percentage; (y) the Reserve Floor and (z) thesum of the Default Reserve Percentage and the Dilution Reserve Percentage;

 

(ii)                                  the Discount Percentage;

 

(iii)                               the Maximum Right of Set-Off Limit; and

 

(iv)                              the Liquidation Servicer Reserve Percentage;

 

provided that if a Buhrmann FinancialPerformance Cross Default occurs, the rate of the Reserve Percentage for eachAgreed Currency shall be increased by 10 per cent. until such time as eachRating Agency has confirmed that the Rating Condition has been satisfied;

 

***ScheduledTermination Date***means, with respect to the US MasterPurchaser, the day 15 years after 28 September 2001 being the date that the USMaster Purchaser is scheduled to cease as a company in accordance with theCertificate;

 

***Screen Rate Determination*** withrespect to Floating Rate Notes has themeaning specified in the applicable Supplement;

 

***Securities Act***means the United States Securities Act of 1933, as amended;

 

***SecuritisationAvailability Period***means the USSecuritisation Availability Period and/or the European SecuritisationAvailability Period, as the context requires;

 

***SecuritisationCompany***means the Jersey Companyand any other subsidiary of Rheingold Securitisation Holdings Limited and anaffiliate of the CP Issuer, incorporated as a special purpose company for thepurpose of acquiring JFV Notes under the CP Programme;

 

***SecuritisationCP Funded Facility***means theEuropean Securitisation CP Funded Facility and/or the US Dollar SecuritisationCP Funded Facility, as the context requires;

 

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***SecuritisationCP Funded Facility Amount***meansthe aggregate of the Euro Securitisation CP Funded Facility Amount, theSterling Securitisation CP Funded Facility Amount and the US DollarSecuritisation CP Funded Facility Amount;

 

***SecuritisationFacility***means the EuropeanSecuritisation Facility and/or the US Securitisation Facility, as the contextrequires;

 

***SecuritisedDutch Receivable***means a Receivable which has been purchased by the European ReceivablesWarehouse Company pursuant to a Dutch Master Receivables Purchase Agreement andwhich (i) remains outstanding and (ii) has not been repurchased bythe European Receivables Warehouse Company pursuant to Clause 11.1(b) of theOnward Dutch Master Receivables Purchase Agreement or by the relevant Originatorpursuant to Clause 11.1(b) of the Dutch Master Receivables PurchaseAgreement;

 

***SecuritisedEnglish Receivable***means a Receivable which has been purchased by the European ReceivablesWarehouse Company pursuant to an English Receivables Sale Contract and which(i) remains outstanding and (ii) has not been repurchased by theEuropean Receivables Warehouse Company pursuant to Clause 5.1(b) of theEuropean Receivables Warehouse Company English Warranty and Indemnity Deed orby the relevant Originator pursuant to Clause 5.1(b) of the EnglishOriginator Warranty and Indemnity Deed;

 

***SecuritisedEuropean Receivable***means aSecuritised Dutch Receivable and/or a Securitised English Receivable, as thecontext requires;

 

***SecuritisedReceivable***means a SecuritisedEuropean Receivable and/or a Securitised US Receivable, as the contextrequires;

 

***Securitised USReceivable***means a Receivablewhich has been contributed to the US Master Purchaser pursuant to the USContribution Agreement and which (i) remains outstanding and (ii) has not beenrepurchased by the relevant US Originator pursuant to Clause 11.1(b) of the USContribution Agreement;

 

***Security***means either or both of the assignments of all amounts standing tothe credit of the Accounts pursuant to the Jersey Company Operating AccountSecurity Assignment Agreement and the CP Issuer Transaction Account SecurityAssignment Agreement;

 

***Security Agent***means Deutsche Trustee Company Limited;

 

***SecurityInterest***means the propertyinterest 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 orsecurity interest whatsoever created or arising under any relevant law(including, without limitation the Jersey Security Law) pursuant to the UniformCommercial Code or any other agreement or arrangement having the effect of orperforming the economic function of conferring security howsoever created orarising;

 

***Senior CreditFacility***means the creditfacility dated 26 October 1999 between the Parent, Buhrmann US and a syndicateof financial institutions;

 

***Series***means an Tranche ofMTNs 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 allrespects (including as to listing) except for their respective MTN Issue Dates,Interest Commencement Dates and/or Issue Prices, as the context requires;

 

***ServicingAgreement***means the servicing agreement dated 27September 2000, as amended and restated on 28 September 2001 and on or before the MTN Closing Date, relating to the Securitised Receivablesbetween the European Receivables Warehouse Company, the Master Purchasers,the

 

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MasterServicer, the Parent, the MTN Issuer, the Security Agent, each Sub-Servicer andthe Liquidation Servicer;

 

***SpecifiedDenomination*** with respect to any Series of MTNs has themeaning specified in the applicable Supplement;

 

***SpecifiedPeriod***with respect to any Series of MTNs has the meaningspecified in the applicable Supplement;

 

***Specified Time***withrespect to any Series of MTNs has the meaning specified in the applicable Supplement;

 

***StabilisingManager*** with respect to anySeries of MTNs has the meaning specified in the applicable Supplement;

 

***Standard &Poor’s*** or ***S&P***meansStandard 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;

 

***SterlingSecuritisation CP Funded Facility***meansthe facility granted to the European Master Purchaser by the Initial BuhrmannNote Purchaser in the European Master Purchaser Funding Deed to enable theEuropean Master Purchaser to raise funds by issuing Buhrmann European Notesdenominated in sterling and for the Initial Buhrmann Note Purchaser tosubscribe for Buhrmann European Notes denominated in sterling in accordancewith Clause 2 of the European Master Purchaser Funding Deed;

 

***SterlingSecuritisation CP Funded Facility Amount***meansat any time the amount equal to the Jersey Company Sterling Liquidity FacilityLimit at that time (or such greater or lesser amount to which the SterlingSecuritisation CP Funded Facility may be increased or reduced as a result ofthe operation of Clause 2.3 of the European Master Purchaser Funding Deedor as agreed between the European Master Purchaser and the Jersey Company from time to time);

 

***Stock Exchange***means the Luxembourg Stock Exchange or any other stock exchange onwhich any MTNs may from time to time be listed or admitted to trading, andreferences to the ***relevant Stock Exchange***shall, in relation to any MTNs, be references to the stock exchange or stockexchanges on which the MTNs are from time to time, or are intended to be,listed or admitted to trading;

 

***Stop FundingEvent*** means a European StopFunding Events and/or a US Stop Funding Events, as the context requires;

 

***SubordinatedBuhrmann European Note***means anynote issued by the European Master Purchaser pursuant to the European MasterPurchaser Funding Deed which are subordinated to the Buhrmann European Notesand denominated in euro or Sterling;

 

***SubordinatedBuhrmann European Note Availability Period***means (i) in relation to the Initial Subordinated BuhrmannEuropean Note Purchaser such amount as may be determined from time to time bythe Cash Manager and the Master Servicer and (ii) in relation to any otherSubordinated Buhrmann European Note Purchaser such amount as may be specifiedin the relevant Subordinated Buhrmann European Note Purchaser Accession Letter;

 

***SubordinatedBuhrmann European Note Certificate*** means in respect of any Subordinated Buhrmann European Note, acertificate in the form set out in Schedule 2 of the European Master PurchaserFunding Deed issued by the European Master Purchaser to the person registeredas the Subordinated Buhrmann European Noteholder in the Register;

 

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***SubordinatedBuhrmann European Note Conditions***means the terms and conditions of the Subordinated Buhrmann European Notes, inthe form set out in Schedule 4 to the European Master Purchaser Funding Deedand a reference to a particular numbered Subordinated Buhrmann European NoteCondition shall be construed accordingly;

 

***SubordinatedBuhrmann European Note Discount***means,in relation to each Subordinated Buhrmann European Note, the amount which isequal to the difference between the Face Value of such Subordinated Buhrmann European Noteand its Subscription Price as specified in the relevant Subordinated Buhrmann European NoteIssue Notice relating to that Subordinated Buhrmann European Note;

 

***SubordinatedBuhrmann European Note Discount Rate*** means, in respect of a Subordinated Buhrmann European Note, theBuhrmann Interest Rate;

 

***SubordinatedBuhrmann European Note Facility***meansthe uncommitted note issuance Facility granted to the European Master Purchaserto enable the European Master Purchaser to raise funds by issuing SubordinatedBuhrmann European Notes to one or more Subordinated Buhrmann European NotePurchasers;

 

***SubordinatedBuhrmann European Note Facility Amount***means (i) in relation to the Initial Subordinated BuhrmannEuropean Note Purchaser such amount as may be determined from time to time bythe Cash Manager and the Master Servicer and (ii) in relation to any otherSubordinated Buhrmann European Note Purchaser such amount as may be specifiedin the relevant Subordinated Buhrmann European Note Purchaser Accession Letter;

 

***SubordinatedBuhrmann European Note Issue Date***means the date of issue of a Buhrmann European Note;

 

***SubordinatedBuhrmann European Note Issue Notice*** means a notice, substantially in the form set out in Schedule 1 tothe European Master Purchaser Funding Deed, issued by the European Master Purchaserin respect of the proposed issue of a Subordinated Buhrmann European Note;

 

***SubordinatedBuhrmann European Note Purchaser***means the Initial Subordinated Buhrmann European Note Purchaser and any otherSubordinated Buhrmann European Note Purchaser, as the context may require;

 

***SubordinatedBuhrmann European Noteholder***means,in respect of any Subordinated Buhrmann European Note at any time, anySubordinated Buhrmann European Note Purchaser or any other person whose name isentered in the Register as the holder of such Subordinated Buhrmann EuropeanNote;

 

***SubscriptionPrice***means (a) in respect ofeach BuhrmannNote, the amount in the relevant Agreed Currency at which such BuhrmannNote was subscribed, as set out in the Buhrmann Note Issue Notice delivered inrespect of such Buhrmann Note and (b) in respect of each Subordinated BuhrmannEuropean Note, the amount in the relevant Agreed Currency at which suchSubordinated Buhrmann European Note was subscribed, as set out in theSubordinated Buhrmann European Note Issue Notice delivered in respect of suchSubordinated Buhrmann European Note;

 

***Sub-Servicer***means each Initial English Sub-Servicer, each Initial DutchSub-Servicer, each Initial US Sub-Servicer, and each Additional Sub-Servicer;

 

***Successor***means, with respect to the US Master Purchaser, the trustee inbankruptcy or other successor in interest of a Member following the event ofbankruptcy, liquidation or consolidation or merger of the Member, in accordancewith the LLC Agreement;

 

***Supplement***means the pricing supplement issued in relation to each Tranche ofMTNs (substantially in the form of Annex C to the MTN ProceduresMemorandum) as a supplement to the MTN Offering 

 

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Circular and giving details of that Trancheand, in relation to any particular Tranche of MTNs, ***applicableSupplement*** means the Supplement applicable to that Tranche;

 

***SurplusDiscount***means, on anyCalculation Date and in respect of each Receivable denominated in an AgreedCurrency (a ***RelevantReceivable***):

 

 

where:

 

A                                      is the amount standing to the credit of the Discount Ledger on thatMonthly Settlement Date in respect of that Agreed Currency attributable to oras provision for the payment in full of the relevant Master Purchaser SeniorExpenses required to be paid or provided for on such Monthly Settlement Date;

 

B                                        is the aggregate of the Face Amounts of all Securitised Receivablesdenominated in that Agreed Currency in respect of which the relevant MasterPurchaser received payment from an Obligor during the preceding CalculationPeriod; and

 

C                                        is the Face Amount of the Relevant Receivable;

 

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

 

***TARGET***means Trans-European Automated Real-time Gross settlement ExpressTransfer system;

 

***TARGET Day***means a day on which the TARGET system is open for settlement ofpayments in euro;

 

***Tax***means 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 similargovernmental charges and assessments imposed by or on behalf of any governmentor taxing authority (including interest, fines or penalties thereon andadditions thereto), all present and future income and other taxes, duties,levies, assessments, imposts, deductions, charges and withholdings whatsoevertogether with interest thereon, additions to tax or duty and penalties andsurcharges and fines with respect thereto, if any, and any payments made on orin respect thereof, and ***Taxes***and ***Taxation***shall be construed accordingly;

 

***Tax Credit***means the refund of Tax or credit against Tax which has beeneffectively obtained by the relevant Master Purchaser, the European ReceivablesWarehouse Company, the Security Agent or the Jersey Company on its overall netincome by reason of an Additional Payment made (i) by the relevant Originatorto the European Receivables Warehouse Company in accordance with Clause 4.4 ofthe English Originator Warranty and Indemnity Deed or Clause 7.4 of the DutchMaster Receivables Purchase Agreement, (ii) by the European ReceivablesWarehouse Company to the European Master Purchaser in accordance with Clause4.4 of the European Receivables Warehouse Company English Warranty andIndemnity Deed or Clause 7.4 of the Onward Dutch Master Receivables PurchaseAgreement or (iii) by the relevant Originator to the US Master Purchaser inaccordance with Clause 7.5 of the US Contribution Agreement, in each case in relationto the relevant Receivable;

 

***Term***means, (A) in relation to any Jersey Company Overdraft Advance theterm for which such Jersey Company Overdraft Advance is borrowed as specifiedin the Jersey Company Notice of Drawdown relating thereto; or (B) in relationto any Jersey Company Advance under the Jersey Company Liquidity 

 

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Facility Agreement the term for which suchJersey Company Advance is borrowed as specified in the relevant Jersey CompanyNotice of Drawdown related thereto;

 

***Total AvailableJerseyCompany Liquidity Commitments***means, in relation to the Jersey Company Liquidity Banks, theaggregate for the time being of their respective Available Jersey CompanyLiquidity Commitments in respect of each Agreed Currency;

 

***Total EuroCommitments***means the aggregateof the Jersey Company Liquidity Commitments denominated in euro of the JerseyCompany Liquidity Banks under the Jersey Company Liquidity Facility Agreementin the initial amount as of the date hereof of euro 55 million or suchother amount as may be agreed from time to time;

 

***Total SterlingCommitments***means the aggregateof the Jersey Company Liquidity Commitments denominated in sterling of theJersey Company Liquidity Banks under the Jersey Company Liquidity FacilityAgreement in the initial amount as of the date hereof of £120 million orsuch other amount as may be agreed from time to time;

 

***Total US DollarCommitments***means the aggregate of the Jersey Company Liquidity Commitments denominated in US dollars of the JerseyCompany Liquidity Banks under the Jersey Company Liquidity Facility Agreement in the initialamount as of the date hereof US$125 million or such other amount as maybe agreed from time to time;

 

***Tranche***means all MTNs which are identical in all respects (including as tolisting);

 

***TransactionDocuments***means this Deed, theJersey Company Documents, the European Master Receivables Purchase Agreements,the Onward European Master Receivables Purchase Agreements, the US ContributionAgreement, the English Originator Notice of Intention to Make Offers to Sell,the English Originator Warranty and Indemnity Deed, the European ReceivablesWarehouse Company English Warranty and Indemnity Deed, the English StandardTerms and Conditions, the US Master Purchaser Funding Agreement, the EuropeanMaster Purchaser Funding Deed, the Servicing Agreement, the EuropeanReceivables Warehouse Company Security Documents, the European Master PurchaserSecurity Documents, the US Master Purchaser Security Agreement, the CashManagement Agreement, the English Collection Account Deed, the Dutch CollectionAccount Agreements, the US Collection Account Agreement, the US Lock Box andAssigned Account Agreement, the Eligible US Collection Account Letter of Credit,the Dutch Collection Claims Pledge Agreements, the European Master PurchaserCorporate Administration Agreement, the European Receivables Warehouse CompanyCorporate Administration Agreement, the MTN Transaction Documents and any otheragreement or document executed pursuant to or in connection with them;

 

***TransactionParties***means the Parent,Buhrmann US, the Master Servicer, the US Master Purchaser, the European MasterPurchaser, the Dutch Originators, the English Originators, the US Originators,the European Receivables Warehouse Company, Europcenter, the Security Agent,the MTN Trustee, the MTN Security Trustee, MTN Agent, the Cash Manager, theEuropean Master Purchaser Account Bank, the European Receivables WarehouseCompany Account Bank, the MTN Issuer Account Bank, the US Master PurchaserAccount Bank, the Luxembourg MTN Paying Agent, the Jersey Company LiquidityAgent, the Jersey Company Overdraft Bank, the Jersey Company L/C Bank, theJersey Company Cash Administrator, the Jersey Company Account Bank, the JerseyCompany, the CP Issuer, the MTN Issuer, the Jersey Company Security Trustee,the MTN Issuer Corporate Administrator and the Liquidation Servicer;

 

***Transfer***means, with respect to the US Master Purchaser, the assignment,giving, hypothecating, pledging, granting of a security interest in orotherwise transferring or disposing of any or all of a Member’s interest (orany interest therein) pursuant to the LLC Agreement;

 

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

 

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***TrustCorporation*** means a corporationentitled by rules made under the Public Note Trustee Act 1906 of Great Britainor entitled pursuant to any other comparable legislation applicable to a trusteein any other jurisdiction to carry out the functions of a custodian trustee;

 

***UnallocatedCash Proceeds*** means, on anyBusiness Day, the Unallocated Euro Cash Proceeds, the Unallocated Sterling CashProceeds or the Unallocated US Dollar Cash Proceeds, as the context mayrequire;

 

***UnallocatedEuro Cash Proceeds*** means, on anyBusiness Day, all moneys standing to the credit of each Dutch CollectionAccount that have not been determined by the Master Servicer under Clause 2.2of each Dutch Collection Account Agreement to constitute proceeds ofSecuritised Dutch Receivables or proceeds of Non-Securitised Dutch Receivables;

 

***UnallocatedSterling Cash Proceeds***means, onany Business Day, all moneys standing to the credit of the EnglishCollection Accounts on such Business Day that have not been determined by theMaster Servicer under Section 3.4 of the English Collection Account Deed toconstitute proceeds of Securitised English Receivables or proceeds ofNon-Securitised English Receivables;

 

***Unallocated US Dollar CashProceeds*** means, on any BusinessDay, all moneys standing to the credit of the US Collection Accounts onsuch Business Day that have not been determined by the Master Servicer underSection 2.2 of the US Collection Account Agreement to constitute proceeds ofSecuritised US Receivables or proceeds of Non-Securitised US Receivables;

 

***Unapplied USDollar Cash Proceeds***means, onany Business Day, in respect of US Dollars, the sum, without duplication, of(x) all moneys standing to the credit of the US Collection Account on suchBusiness Day that have not been determined by the Master Servicer under Section2.2 of the US Collection Account Agreement to constitute proceeds ofSecuritised US Receivables or proceeds of Non-Securitised US Receivables, and(y) the amount credited to the US Collection Account on such Business Day;

 

***UniformCommercial Code***means, unlessotherwise specified, the Uniform Commercial Code in effect in the State of NewYork;

 

***United States***means the United States of America (including the States thereof andthe District of Columbia) and, where applicable, its territories, itspossessions and other areas subject to its jurisdiction;

 

***US AssetLiability Test*** will be satisfiedin respect of US Dollars if:

 

A – C is equal to or greater than B

 

where:

 

A                                      is (i) the US Net Pool Balance plus (ii) any additional cashcontributions made by any member of the US Master Purchaser that have beentransferred to the US Master Purchaser Transaction Account to be used as USMaster Purchaser Available Funds;

 

B                                        is the sum of the Discounted Value of Buhrmann US Notes thenoutstanding at the end of such Business Day; and

 

C                                        is the Required Reserve Amount denominated in US Dollars;

 

***US Asset Test***means (A) the US Net Pool Balance minus (B) the product of (x) theUS Net Pool Balance and (y) the Discount Percentage in respect of US dollarsminus (C) the Required Reserve Amount;

 

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***US AverageDefault Ratio*** means the averageof the Default Ratio in respect of US Dollars on the most recent CalculationDate (or on such Business Day if such Business Day is a Calculation Date) andthe preceding two Calculation Dates;

 

***US AverageDelinquency Ratio*** means theaverage of the Delinquency Ratio in respect of US Dollars on the most recentCalculation Date (or on such Business Day if such Business Day is a CalculationDate) and the preceding two Calculation Dates;

 

***US AverageDilution Ratio*** means the averageof the Dilution Ratio in respect of US Dollars on the most recent CalculationDate (or on such Business Day if such Business Day is a Calculation Date) andthe preceding two Calculation Dates;

 

***US Closing Date***means 28 September 2001;

 

***US CollectionAccount***means each of accountNo. 232-776-5, No. 232-808-6 and No. 209-708-7, each in the nameof the US Master Purchaser with the US Collection Account Bank;

 

***US CollectionAccount Agreement***means thecollection account agreement dated as of 28 September 2001, as amended andrestated on or before the MTN Closing Date, between the US Master Purchaser,the Initial US Originators, the Master Servicer, the US Collection Account Bankand the Security Agent;

 

***US CollectionAccount Bank***means Harris Trustand Savings Bank and/or such other banks appointed from time to time inreplacement thereof or in addition thereto with the consent of the SecurityAgent and the Buhrmann US Note Purchasers and which enter into an agreement onsubstantially similar terms as the US Collection Account Agreement;

 

***US CollectionAccount Protection Notice***meansthe notice provided for in Section 1 of the US Lock Box and AssignedAccount Agreement;

 

***US ContributionAgreement***means the agreement inrespect of US Receivables dated as of 28 September 2001, as amended andrestated on or before the MTN Closing Date, and entered into between the USMaster Purchaser, the Security Agent, the Parent and the Initial USOriginators;

 

***US dollars***, ***US Dollars***,***$***or***US$***means the lawfulcurrency of the United States;

 

***US Dollar CPFunded Liquidity Facility Limit***meansan amount equal to the US Dollar Securitisation CP Funded Facility Amount;

 

***US DollarSecuritisation CP Funded Facility***meansthe facility granted to the US Master Purchaser by the InitialBuhrmann Note Purchaser in the US Master Purchaser Funding Agreement to enable the US MasterPurchaser to raise funds by issuing Buhrmann US Notes to the Initial BuhrmannNote Purchaser and for the Initial Buhrmann Note Purchaser to subscribe forBuhrmann US Notes in accordance with Clause 2 of the US Master PurchaserFunding Agreement;

 

***US DollarSecuritisation CP Funded Facility Amount***means US$125 million (or such greater or lesser amount to which theUS dollar denominated portion of the US Dollar Securitisation CP FundedFacility may be increased or reduced as a result of the operation of Clause 2.3of the US Master Purchaser Funding Agreement);

 

***US EligibilityCriteria***means the eligibilitycriteria set out in Schedule 1 of the US Contribution Agreement in relation tothe US Receivables;

 

***US Funding Rate***means, at any time, a rate perannum equal to (1) the sum of the amounts specified in Clauses (a) through (k)of the definition of Estimated Fund Costs denominated in US dollars divided by(2) the aggregate Face Amount of all Securitised US Receivables at such time;

 

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***US Lock Box andAssigned Account Agreement***meansthe lock box and assigned account agreement dated as of 28 September 2001between the US Collection Account Bank, the US Master Purchaser, the MasterServicer and the Security Agent, relating to the lock box accounts identifiedon a schedule attached to such agreement;

 

***US MasterPurchaser***means Buhrmann SilverUS LLC;

 

***US MasterPurchaser Account Bank***meansDeutsche Bank AG, New York;

 

***US******MasterPurchaser Accounts***means the US Master Purchaser TransactionAccount, the US Master Purchaser Investment Accounts and the US MasterPurchaser MTN Principal Reserve Account;

 

***US MasterPurchaser Available Funds***meansin respect of any Business Day:

 

(a)                                  all moneys transferred or otherwise credited to the US MasterPurchaser Transaction Account from the US Collection Account as at the openingof business on that Business Day;

 

(b)                                 all amounts drawn under any Eligible US Collection Account Lettersof Credit following a Buhrmann Termination Event; and

 

(c)                                  the proceeds of any Buhrmann US Notes issued on that Business Day orissued on any preceding Business Day and not fully utilised and any additionalcash capital contribution made (or deemed to be made) by any member to the USMaster Purchaser;

 

***US MasterPurchaser Collateral***has themeaning specified in Clause 3 of the US Master Purchaser SecurityAgreement;

 

***US MasterPurchaser Deposit Accounts*** meansthe US Master Purchaser Transaction Account and the US Master Purchaser MTNPrincipal Reserve Account;

 

***US MasterPurchaser Enforcement Notice***meansin respect of the Buhrmann US Notes, a notice served by the Security Agent on theUS Master Purchaser pursuant to Buhrmann US Note Condition 10;

 

***US MasterPurchaser Event of Default***meansthe occurrence of any of the events set out in Buhrmann US Note Condition 10;

 

***US MasterPurchaser Funding Agreement***meansthe agreement dated as of 28 September 2001, as amended and restated on orbefore the MTN Closing Date, relating to the issue by the US Master Purchaserof BuhrmannUS Notes from time to time between the US Master Purchaser, the BuhrmannUS Note Purchasers, the Security Agent, the Master Servicer and the Parent;

 

***US MasterPurchaser Guaranteed Obligations***has the meaningspecified in Clause 2.2 of the European Master Purchaser Deed of Charge;

 

***US MasterPurchaser Indemnities***means allamounts due and payable by the US Master Purchaser from time to time underClause 7.1, 7.2, 9.2, 11.1(w) or 13 of the US Master Purchaser FundingAgreement, 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 SecurityAgreement, Clause 17.2 or 23 of the Servicing Agreement,  and any other indemnity or similar paymentsdue and payable by the US Master Purchaser under the Transaction Documents;

 

***US MasterPurchaser Investment Accounts*** means the******US MasterPurchaser Transaction Investment Account and the US Master Purchaser MTN Principal ReserveInvestment Account;

 

***US MasterPurchaser MTN Principal Reserve Account***means the account of the US Master Purchaser (account number00-414-967) with the US Master Purchaser Account Bank;

 

***US MasterPurchaser MTN Principal Reserve Amount***means with respect to anyAccumulation Period and with respect to any MTN denominated in US dollars thatis specified in the applicable Supplement to be redeemable on the related MTNExpected Maturity Date, and amount equal to a third of the nominal amount ofany such MTN;

 

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

 

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***US MasterPurchaser Post-Enforcement Priority of Payments***means the order of priorities of payments set out in Clause 8.3of the US Master Purchaser Security Agreement;

 

***US MasterPurchaser Pre-Enforcement Priority of Payments***means the order of priorities set out in Clause 7.3 of the US MasterPurchaser Security Agreement;

 

***US Master Purchaser Priority ofPayments***meansthe US Master Purchaser Pre-Enforcement Priority of Payments and/or the USMaster Purchaser Post-Enforcement Priority of Payments, as the contextrequires;

 

***US MasterPurchaser Secured Obligations***meansthe aggregate of all moneys and other liabilities for the time being due orowing by the US Master Purchaser:

 

(a)                                  to the Security Agent, the Liquidation Servicer, any Receiver, anyManager, the US Master Purchaser Secured Parties and the Buhrmann US Noteholdersunder or pursuant to the US Master Purchaser Security Agreement and theBuhrmann US Notes;

 

(b)                                 to the Cash Manager (in its capacity as cash manager for the USMaster Purchaser) under the Cash Management Agreement; and

 

(c)                                   to any Buhrmann US Note Purchaser under the US Master PurchaserFunding Agreement and the US Master Purchaser Security Agreement;

 

***US MasterPurchaser Secured Parties***meanseach of:

 

(a)                                  the Security Agent;

 

(b)                                 the Cash Manager (in its capacity as cash manager for the US MasterPurchaser);

 

(c)                                  the Buhrmann US Noteholders;

 

(d)                                 each Buhrmann US Note Purchaser;

 

(e)                                  with respect to the obligations of the US Master Purchaser underClause 2 of the US Master Purchaser Security Agreement, the EuropeanMaster Purchaser Secured Creditors (other than the Subordinated BuhrmannEuropean Note Purchasers and the Subordinated Buhrmann European Noteholders);

 

(f)                                    the Liquidation Servicer; and

 

(g)                                  such other persons who may from time to time be acceded as abeneficiary of the US Master Purchaser Security Agreement;

 

***US MasterPurchaser Security Agreement***meansthe guarantee and security agreement dated as of 28 September 2001, as amendedand restated on or before the MTN Closing Date, between the US MasterPurchaser, the Buhrmann US Note Purchasers, the Master Servicer, the CashManager, the US Master Purchaser Account Bank and the Security Agent;

 

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***US MasterPurchaser Senior Expenses***meansthe amounts set out in paragraphs (a) to (d) of the US Master PurchaserPre-Enforcement Priority of Payments;

 

***US MasterPurchaser Transaction Account***meansthe account of the US Master Purchaser (account number 00-415-003) withthe US Master Purchaser Account Bank;

 

***US MasterPurchaser Transaction Investment Account***means the account of the US Master Purchaser (accountnumber 00-631-916) with the US Master Purchaser Account Bank;

 

***US Net PoolBalance***means, at any time, anamount equal to:

 

A-B-C-D-E

 

where:

 

A                                      is the aggregate of the Face Amounts of all Securitised USReceivables that are Eligible US Receivables at such time;

 

B                                        is the amount of Excess Concentrations at such time;

 

C                                        is the sum of Unapplied US Dollar Cash Proceeds and the aggregateamount of Dilutions at such time;

 

D                                       is, the product of (a) the highest of the Discount Dilution MonthlyAccruals in US Dollars as at the twelve previous Calculation Dates and (b) 110per cent.; and

 

E                                         is, in the case of US Dollars the sum of (i) the Rebate Dilutions onthat Business Day and (ii) the product of (a) the product of the highest of theAverage Rebate Dilution Monthly Accruals as at the twelve previous CalculationDates and 110 per cent. and (b) the Loss Horizon;

 

***US Originators***meansthe Initial US Originator and any Additional US Originators from time to time;

 

***US Receivable***means a US dollar denominated Receivable in respect of a contractentered into between a US Originator and an Obligor;

 

***US Registrar***means, in respect of the Buhrmann US Notes, the US Master Purchaseror any successor thereto appointed in accordance with Clause 19 of theServicing Agreement and in accordance with the Buhrmann US Note Conditions;

 

***USSecuritisation Availability Period***means the US Securitisation CP Availability Period and/or, the USSecuritisation MTN Availability Period, as the context requires;

 

***USSecuritisation CP Availability Period***means the period from and including the US Closing Date to, butexcluding, the earlier of (i) the Jersey Company Liquidity Termination Date,(ii) the occurrence of an Early US Amortisation Event, (iii) the occurrence ofa US Master Purchaser Event of Default (which, if capable of remedy, remainsunremedied) and (iv) the occurrence of a Buhrmann Termination Event;

 

***USSecuritisation Facility***means thecommitted note issuance facility granted to the US Master Purchaser to enablethe US Master Purchaser to raise funds by issuing Buhrmann US Notes to one ormore Buhrmann US Note Purchasers;

 

***USSecuritisation MTN Availability Period***means 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) theoccurrence of a US Master Purchaser Event of Default (which, if capable ofremedy, remains unremedied) and (iii) the occurrence of a Buhrmann TerminationEvent;

 

78

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***US Stop FundingEvent***means the occurrence of anyof the following on any Business Day:

 

(a)                                  the US Master Purchaser has insufficient availability under the USSecuritisation Facility to pay the Initial Purchase Price in respect of any USReceivable;

 

(b)                                 a Buhrmann Termination Event has occurred;

 

(c)                                  on the immediately preceding Calculation Date (or on such BusinessDay if such Business Day is a Calculation Date) the US Average Default Ratioexceeds 9 per cent.;

 

(d)                                 on the immediately preceding Calculation Date (or on such BusinessDay if such Business Day is a Calculation Date) the US Average DelinquencyRatio exceeds 10 per cent.;

 

(e)                                  on the immediately preceding Calculation Date (or on such BusinessDay if such Business Day is a Calculation Date) the US Average Dilution Ratioexceeds 11 per cent.;

 

(f)                                    on the immediately preceding Calculation Date (or on such BusinessDay if such Business Day is a Calculation Date) the Average US Days SalesOutstanding exceeds 100 days;

 

(g)                                 the Maximum Right of Set-Off Limit is or would be exceeded on thatBusiness Day;

 

(h)                                 the Security Agent certifies that any change in any relevantapplicable law or regulation has impaired the ability of the Security Agent toenforce its rights under, or to perfect any material part of the securitycreated by, the US Master Purchaser Security Agreement;

 

(i)                                     the Master Servicer’s Daily Report in respect of the immediatelypreceding Business Day has not been received by the Cash Manager on thatBusiness Day;

 

(j)                                     after giving effect to the issue of Buhrmann US Notes to be issuedon such Business Day and the application by the US Master Purchaser of theproceeds thereof, the US Asset Liability Test would not be satisfied; or

 

(k)                                  on the immediately preceding Monthly Determination Date (or on suchBusiness Day if such Business Day is a Monthly Determination Date) the undrawnportion of the MTN Issuer US Dollar Liquidity Facility Limit is less than 3.5times the Estimated Funding Costs of the MTN Issuer denominated in US Dollarson that Monthly Determination Date,

 

provided that for these purposes CrossCurrency Notes will be deemed to be denominated in the Agreed Currency in whichthe Buhrmann Notes purchased with the proceeds thereof are denominated;

 

***US Sub-Servicer***means any of the Initial USSub-Servicers and any Additional Sub-Servicer that accedes to all of theTransaction Documents to which the Initial US Sub-Servicers are party;

 

***UtilisedCommitments***means, at any time,the aggregate at such time of all outstanding Jersey Company Advances made byone or more of the Jersey Company Liquidity Banks under the Jersey CompanyLiquidity Facility Agreement;

 

***Value Date***means (a) with respect to a Jersey Company Forward Contract, thebusiness day specified in the Confirmation for delivery of the Currency beingbought or sold; provided, however, that for the purposes of settlement, thebusiness day so specified shall fall one or more business days after the JerseyCompany Foreign Exchange Transaction Date and (b) with respect to a JerseyCompany, the business day one business days after the day on which the partiesenter into such Jersey Company pursuant to the Jersey Company Foreign ExchangeAgreement;

 

***WithdrawalLiability***means liability to a Multiemployer Plan as a result of a complete orpartial withdrawal from such Multiemployer Plan, as such terms are defined inPart I of Subtitle E of Title IV of ERISA; and

 

79

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***Written-offReceivable***means a Securitised Receivable (other than a Securitised US Receivable)in respect of which all or part of its Face Amount remains unpaid for more than90 days past its Due Date.

 

2.2                                 Any reference in any Transaction Document to:

 

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

 

an ***affiliate*** of any company or corporation means, inrelation to any person, a subsidiary of that person, a holding company of thatperson or any other subsidiary of that holding company;

 

***agreed form***means, in relation to any documents, the draft of the document whichhas been agreed between the relevant parties thereto and initialled on theirbehalf for the purpose of identification;

 

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

 

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

 

***indebtedness*** shall be construed so as to include any obligation (whetherincurred 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 suchperson goes into administration, bankruptcy, liquidation, dissolution,receivership or winding-up or such person is unable to pay its debts as theyfall due or such person’s liabilities exceed its assets;

 

***month***is a reference to a period starting onone day in a calendar month and ending on the numerically corresponding day inthe next calendar month save that, where any such period would otherwise end ona 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 wouldotherwise 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 monthor if there is no numerically corresponding day in the month in which thatperiod 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, limitedliability company, corporation, trustee, statutory business, trust or otherlegal entity, including any nation or state or any government, agency orinstrumentality thereof or therein, and in all other cases shall be construedas a reference to any individual, firm, company, corporation, government, stateor agency of a state or any association or partnership, limited liabilitycompany, trustee or statutory business trust (whether or not having separate legalpersonality) of two or more of the foregoing;

 

***stamp duty*** shall be construed as a reference to any stamp, registration orother documentary Tax or other similar Taxes or duties (including, withoutlimitation, any penalty or interest payable in connection with any failure topay or any delay in paying out any of the same);

 

a ***subsidiary***of a company or corporation shall be construed as a reference to anycompany or corporation (a) which is controlled, directly or indirectly, by thefirst-mentioned company or corporation; or (b) more than half the issued sharecapital of which is beneficially owned, directly or indirectly, by the firstmentioned company or corporation; or (c) which is a subsidiary of anothersubsidiary of the first-mentioned company or corporation and for these purposesa company or corporation shall be treated as being controlled by another ifthat other company or corporation is able to direct its affairs and/or tocontrol the composition of its board of directors or equivalent body; and

 

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

 

2.3                                 The headings in any Transaction Document shall not affect itsinterpretation.  References to Clauses,Schedules and Articles in any Transaction Document shall, unless its contextotherwise 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 singularnumber only shall include the plural number also and vice versa, words denotingone gender only shall include the other genders and words denoting persons onlyshall include firms, corporations and other organised entities, whether separatelegal entities or otherwise, and *vice versa*.

 

2.5                                 Unless the context otherwise requires, any reference in anyTransaction Document to:

 

(a)                                  any agreement or other document shall be construed as a reference tothe relevant agreement or document as the same may have been, or may from timeto time be, replaced, extended, amended, varied, novated, supplemented or superseded;

 

(b)                                 any statutory provision or legislative enactment shall be deemedalso to refer to any re-enactment, modification or replacement thereof and anystatutory instrument, order or regulation made thereunder or under any suchre-enactment;

 

(c)                                  any party to a Transaction Document shall include references to itssuccessors, permitted assigns and any person deriving title under or throughit; references to the address of any person shall, where relevant, be deemed tobe a reference to its address as current from time to time; and

 

(d)                                 a person shallinclude a reference to an individual, a partnership, acorporation, a business trust, a joint stock company, a trust, anunincorporated association, a joint venture, a governmental authority and anyother entity of whatever nature, as the context requires.

 

2.6                                 Unless expressly agreed otherwise, interest rates and discountfactors refer to a calculation in arrear on the basis of (a) actual dayselapsed and 365 days per annum in respect of any calculation of an amountdenominated in sterling, (b) actual days elapsed and 360 days per annum inrespect of any calculation of an amount denominated in euros and (c) a yeardivided into twelve months of 30 days each in respect of any calculation of anamount denominated in US dollars.

 

2.7                                 It is understood and agreed by the parties hereto that there willnot be any Securitised Receivables denominated in US dollars other than theSecuritised US Receivables.  If for anyreason there are any Securitised Receivables denominated in US dollars that arenot Securitised US Receivables, such Securitised Receivables shall bedisregarded for all purposes hereunder (including for purposes of anycalculations made hereunder).

 

**AGREEMENT**

## ** **

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

 

**Additional Originators**

## ** **

4.1                                 A member of the Buhrmann Group shall be entitled to become anAdditional Originator and/or an Additional Sub-Servicer if:

 

(a)                                  its country of incorporation is an Eligible Originator Country;

 

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(b)                                 each of the Security Agent and each relevant Buhrmann Note Purchaserconfirms that:

 

(i)                                     it has received all the documents and/or evidence set out inSchedule 2 to the European Master Purchaser Funding Deed or the US MasterPurchaser Funding Agreement, as the case may be, in form and substancesatisfactory to it;

 

(ii)                                  in relation to a company wishing to become an Additional DutchOriginator, an Additional English Originator or an Additional US Originator,the relevant company has executed an Originator Accession Agreement in a formset out in the Appendix to this Deed;

 

(iii)                               in relation to a company wishing to become an AdditionalJurisdiction Originator, the relevant company has executed a Further EuropeanMaster Receivables Purchase Agreement, has acceded to the Servicing Agreementand provided security in respect of its collection account in form and contentsatisfactory to the Security Agent and which satisfies the Rating Condition;

 

(iv)                              the European Receivables Warehouse Company has executed an OnwardFurther European Master Receivables Purchase Agreement and entered into aEuropean Receivables Warehouse Company Further Security Agreement;

 

(v)                                 the Rating Condition is satisfied; and

 

(vi)                              in the case of an Additional US Originator, such Additional USOriginator has become a member of the US Master Purchaser in accordance withSection 9.6 of the LLC Agreement.

 

4.2                                 Delivery of an Originator Accession Agreement and/or entry into therelevant Transaction Documents constitutes confirmation by the relevant companyin respect of which it is delivered that the representations and warrantiesreferred to in Schedule 5 (Representations and Warranties) to the EuropeanMaster Purchaser Funding Deed or Schedule 4 to the US Master Purchaser FundingAgreement, as the case may be, to be made by that company on the date of theOriginator Accession Agreement  arecorrect, as if made by it with reference to the facts and circumstances thenexisting.

 

**JURISDICTION**

## ** **

**Submissionto Jurisdiction**

** **

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

 

(i)                                     each of the Buhrmann Dutch Originators, the European MasterPurchaser, the European Receivables Warehouse Company, the US Master Purchaser,the Master Servicer and the Parent appoint the following as their respectiveagent for service of process relating to any proceedings before the courts ofEngland pursuant to Clause 5.1 and agrees to maintain the process agent inEngland notified to the Security Agent:

 

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The M6 Paper Group Limited Motorway HouseCharter WayHurdsfieldMacclesfield Cheshire SG10 2NY

 

(ii)                                  the Initial Buhrmann Note Purchaser, the MTN Issuer and DeutscheBank AG agree to accept service of process at the London Branch of DeutscheBank AG (attention Legal Department from time to time);

 

(b)                                 each party agrees that any failure by a process agent to notify anyparty of the process shall not invalidate the proceedings concerned;

 

(c)                                  each party consents to the service of process relating to any suchproceedings by prepaid posting of a copy of the process to its address forservice of process for the time being applying under this Deed.

 

5.3                                 It is expressly agreed and acknowledged that the provisions ofClauses 5.1 and 5.2 shall not apply in respect of the following TransactionDocuments:

 

(a)                                  each Dutch Collection Account Agreement;

 

(b)                                 each European Receivables Warehouse Company Dutch Collection ClaimsPledge Agreements;

 

(c)                                  the European Receivables Warehouse Company Dutch Law PledgeAgreement;

 

(d)                                 the European Master Purchaser Dutch Law Pledge Agreement;

 

(e)                                  each Power of Attorney executed by a Dutch Originator;

 

(f)                                    each Power of Attorney executed by the European ReceivablesWarehouse Company pursuant to the Onward Dutch Master Receivables PurchaseAgreement;

 

(g)                                 the European Master Purchaser German Law Pledge Agreement;

 

(h)                                 the European Receivables Warehouse Company German Law PledgeAgreement;

 

(i)                                     the CP Commissioning Agreements;

 

(j)                                     the Jersey Company Liquidity Facility Agreement;

 

(k)                                  the Jersey Company Overdraft Facility Agreement;

 

(l)                                     the Jersey Company Cash Administration Agreement;

 

(m)                               the Jersey Company Operating Account Security Assignment Agreement;

 

(n)                                 the Jersey Company Foreign Exchange Agreement;

 

(o)                                 the Jersey Company Standby Letter of Credit Accession Notice;

 

(p)                                 the Dutch Master Receivables Purchase Agreement;

 

(q)                                 the Onward Dutch Master Receivables Purchase Agreement;

 

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(r)                                    the US Contribution Agreement;

 

(s)                                  the US Master Purchaser Funding Agreement;

 

(t)                                    the US Master Purchaser Security Agreement;

 

(u)                                 the US Collection Account Agreement;

 

(v)                                 the US Lock Box and Assigned Account Agreement;

 

(w)                               the MTN Issuer Dutch Law Pledge Agreement;

 

(x)                                   the MTN Issuer German Law Pledge Agreement;

 

(y)                                 the MTN Issuer US Security Agreement; and

 

(z)                                   the MTN Issuer Administration Agreements.

 

5.4                                 **Agent for service of process:**Each party shall at all times maintain an agent for service ofprocess and any other documents in proceedings in Luxembourg, Germany, TheNetherlands, Jersey, and New York or any other proceedings in connection withthis Deed.  Such agent for service foreach jurisdiction to be notified to the Security Agent within 30 days aftersuch party becomes a party to this Deed:

 

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

 

5.5                                 **Forum Conveniens and enforcement abroad:**Each party:

 

(a)                                  waives any objection to the choice of or submission to the Englishcourts on the grounds of inconvenient forum or otherwise as regards proceedingsin connection with any Transaction Documents; and

 

(b)                                 agrees that a judgment, declaration or order (whether interim orfinal) of an English court in connection with any Transaction Documents isconclusive and binding on it and may be enforced against it in the courts ofany other jurisdiction.

 

5.6                                 **Non-exclusivity:**Nothing in this Clause 5 limits the right of a party to bringproceedings against the relevant party in connection with any TransactionDocuments:

 

(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 performanceof) all further acts and things, and execute and deliver (or procure theexecution and delivery of) such further documents, as may be required by law oras may be necessary or desirable to implement and/or give effect to eachTransaction Document and the transactions contemplated thereby.

 

6.2                                 In addition, each member of the Buhrmann Group which is a party tothis Deed agrees that it, any of its subsidiaries and its employees ordirectors will cooperate in all respects with the other parties

 

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hereto, and shall, in a timely manner,execute such further agreements, instruments, declarations, consents and otherdocuments, provide such further information in relation to any member of theBuhrmann Group and/or the business and/or its operations, and take such furtheractions as the other parties may from time to time reasonably request in connectionwith:

 

(a)                                  the accession of any further Buhrmann European Note Purchaser to theEuropean Master Purchaser Funding Deed or any further Buhrmann US NotePurchaser to the US Master Purchaser Funding Agreement and any course of actionincidental thereto, including, without limitation, any action required inconnection with the issue of any securities by any further Buhrmann NotePurchaser to fund the purchase from time to time of Buhrmann Notes and anyaction required in connection with the rating, listing or marketing of suchsecurities;

 

(b)                                 the application by the European Receivables Warehouse Company for aLuxembourg tax ruling;

 

(c)                                  the application by the European Master Purchaser for a Dutch taxruling;

 

(d)                                 the accession of any Additional Jurisdiction Originator and/orAdditional Sub-Servicer; and

 

(e)                                  any amendments to the Transaction Documents, or the entering into ofany additional Transaction Documents, in each case which are thought necessaryor desirable by any of the other parties hereto in order to correct anymanifest error in any of the Transaction Documents, to reflect accurately thecommercial intentions of the parties as at the European Closing Date, the USClosing Date or the MTN Closing Date, as the case may be, or to remedy any defectsin the Transaction Documents which become apparent as a result of theperformance by the parties thereto of their obligations thereunder, includingwithout limitation as a result of the operation of the computer systems of theEuropean Receivables Warehouse Company, the European Master Purchaser, the USMaster Purchaser and/or the Master Servicer.

 

**NOTICES**

## ** **

7.1                                 Any notice to be given by one party to any other party under, or inconnection with, any Transaction Document shall be in writing and signed by oron behalf of the party giving it.  Anysuch notice shall be served by sending it by fax to the number set out inClause 7.2, or delivering it by hand, or sending it by pre-paid recordeddelivery or registered post, to the address set out in Clause 7.2 and in eachcase marked for the attention of the relevant party (or as otherwise notifiedfrom time to time in accordance with the provisions of this Clause 7.1).  Any notice so served by hand, fax or postshall be deemed to have been duly given:

 

(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, at10.00 a.m. on the second Business Day following the date of posting,

 

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

 

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

 

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

 

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

 

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| **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: |   | Mr C. Bangma                                                                                    |
|                           |   |                  |   |                                                                                            |
| **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: |   | Mr C. Bangma                                                                                    |
|                           |   |                  |   |                                                                                            |
| **Buhrmann Silver US LLC**     |   | Address:              |   | 1 Environmental Way   Broomfield, CO  80021-3416                                           |
|                           |   |                  |   |                                                                                            |
|                           |   | Fax:                  |   | + 31 20 651 10 17                                                                               |
|                           |   |                  |   |                                                                                            |
|                           |   | For the attention of: |   | Mr C. Bangma                                                                                    |
|                           |   |                  |   |                                                                                            |
| **Buhrmann Stafdiensten B.V.** |   | Address:              |   | Hoogoorddreef 62   1101 BE Amsterdam Zuidoost   The Netherlands                                 |
|                           |   |                  |   |                                                                                            |
|                           |   | Fax:                  |   | + 31 20 651 10 17                                                                               |
|                           |   |                  |   |                                                                                            |
|                           |   | For the attention of: |   | Mr C. Bangma                                                                                    |
|                           |   |                  |   |                                                                                            |
| **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:              |   | Bodemstraat 11, bus 1   3830 Wellen   Belgium                                                   |
|                           |   |                  |   |                                                                                            |
|                           |   | Fax:                  |   | +32 11 37 60 44                                                                                 |
|                           |   |                  |   |                                                                                            |
|                           |   | For the attention of: |   | Mr F. Maurissen                                                                                 |

 

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| **Bührmann-Ubbens B.V.**            |   | Address:              |   | Pollaan 1   7202 BV Zutphen   PO Box 33   7200 AA Zutphen   The Netherlands            |
|------------------------------------------|--------|-----------------------|--------|----------------------------------------------------------------------------------------|
|                                     |   |                  |   |                                                                                   |
|                                     |   | Fax:                  |   | +31 20 569 0099                                                                        |
|                                     |   |                  |   |                                                                                   |
|                                     |   | For the attention of: |   | Ms M. van Goor                                                                         |
|                                     |   |                  |   |                                                                                   |
| **Buhrmann Europcenter N.V.**            |   | Address:              |   | Bodemstraat 11, bus 1   3830 Wellen   Belgium                                          |
|                                     |   |                  |   |                                                                                   |
|                                     |   | Fax:                  |   | +32 11 37 6044                                                                         |
|                                     |   |                  |   |                                                                                   |
|                                     |   | For the attention of: |   | Mr F Maurissen                                                                         |
|                                     |   |                  |   |                                                                                   |
| **Proost en Brandt B.V.**                |   | Address:              |   | Stammerkamp 1   1112 VE Diemen   PO Box 5   1110 AA Diemen   The Netherlands           |
|                                     |   |                  |   |                                                                                   |
|                                     |   | Fax:                  |   | +31 20 569 0099                                                                        |
|                                     |   |                  |   |                                                                                   |
|                                     |   | For the attention of: |   | Mr M van Dijk                                                                          |
|                                     |   |                  |   |                                                                                   |
| **Robert Horne Group plc**               |   | Address:              |   | Huntsman House   Mansion Close   Moulton Park   Northampton   NN3 6LA   United Kingdom |
|                                     |   |                  |   |                                                                                   |
|                                     |   | Fax:                  |   | +44 1604 4919 09                                                                       |
|                                     |   |                  |   |                                                                                   |
|                                     |   | For the attention of: |   | Mr T Balkham                                                                           |
|                                     |   |                  |   |                                                                                   |
| **The Howard Smith Paper Group Limited** |   | Address:              |   | Sovereign House   Rhosili Road   Brackmills   Northampton   NN4 7JE   United Kingdom   |
|                                     |   |                  |   |                                                                                   |
|                                     |   | Fax:                  |   | +44 1604 44 3579                                                                       |
|                                     |   |                  |   |                                                                                   |
|                                     |   | For the attention of: |   | Mr D Murphy                                                                            |

 

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| **The M6 Paper Group Limited**              |   | Address:              |   | Motorway House   Charter Way   Hurdsfield Industrial Estate   Macclesfield   Cheshire   SK10 2NY   United Kingdom |
|---------------------------------------------|--------|-----------------------|--------|-------------------------------------------------------------------------------------------------------------------|
|                                        |   |                  |   |                                                                                                              |
|                                        |   | Fax:                  |   | +44 1625 6180 17                                                                                                  |
|                                        |   |                  |   |                                                                                                              |
|                                        |   | For the attention of: |   | Mr G E Boon                                                                                                       |
|                                        |   |                  |   |                                                                                                              |
| **Corporate Express Office Products, Inc.** |   | Address:              |   | 1 Environmental Way   Broomfield, Colorado   80021-3416   United States                                           |
|                                        |   |                  |   |                                                                                                              |
|                                        |   | Fax:                  |   | 303-664-3604                                                                                                      |
|                                        |   |                  |   |                                                                                                              |
|                                        |   | For the attention of: |   | John T. Skinner                                                                                                   |
|                                        |   |                  |   |                                                                                                              |
| **Corporate Express of Texas, Inc.**        |   | Address:              |   | 1 Environmental Way   Broomfield, Colorado   80021-3416   United States                                           |
|                                        |   |                  |   |                                                                                                              |
|                                        |   | Fax:                  |   | 303-664-3604                                                                                                      |
|                                        |   |                  |   |                                                                                                              |
|                                        |   | For the attention of: |   | John T. Skinner                                                                                                   |
|                                        |   |                  |   |                                                                                                              |
| **Silver Securitisation B.V.**              |   | Address:              |   | Herengracht 450   1017 CA Amsterdam   The Netherlands                                                             |
|                                        |   |                  |   |                                                                                                              |
|                                        |   | Fax:                  |   | +31 20 620 8389                                                                                                   |
|                                        |   |                  |   |                                                                                                              |
|                                        |   | For the attention of: |   | Managing Director                                                                                                 |
|                                        |   |                  |   |                                                                                                              |
| **Deutsche Trustee Company Limited**        |   | Address:              |   | Winchester House   1 Great Winchester Street   London   EC2N 2DB                                                  |
|                                        |   |                  |   |                                                                                                              |
|                                        |   | Fax:                  |   | 44 20 7547 6732                                                                                                   |
|                                        |   |                  |   |                                                                                                              |
|                                        |   | For the attention of: |   | The Managing Director                                                                                             |

 

88

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| **Deutsche Bank Aktiengesellschaft** |   | Address:              |   | Taunusanlage 12   60325 Frankfurt am Main   Germany              |
|--------------------------------------|--------|-----------------------|--------|------------------------------------------------------------------|
|                                 |   |                  |   |                                                             |
|                                 |   | Fax:                  |   | + 49 69 9103 9754                                                |
|                                 |   |                  |   |                                                             |
|                                 |   | Telex:                |   | 411177                                                           |
|                                 |   |                  |   |                                                             |
|                                 |   | For the attention of: |   | Global Markets-European   Securitisation Group                   |
|                                 |   |                  |   |                                                             |
| **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 Amsterdam**       |   | Address:              |   | Herengracht 450   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:              |   | 31 West 52nd Street,    New York,    New York 10019    |
|                                 |   |                  |   |                                                             |
|                                 |   | Fax:                  |   | 212-469-7210                                                     |
|                                 |   |                  |   |                                                             |
|                                 |   | For the attention of: |   | Global Asset Securitization, New York                            |

 

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| **Rheingold No.11 Limited**                           |   | Address:              |   | Whiteley Chambers   Don Street   St. Helier   Jersey   Channel Islands                           |
|-------------------------------------------------------|--------|-----------------------|--------|--------------------------------------------------------------------------------------------------|
|                                                  |   |                  |   |                                                                                             |
|                                                  |   | Fax:                  |   | + 44 1534 735328                                                                                 |
|                                                  |   |                  |   |                                                                                             |
|                                                  |   | Telex:                |   | 4192144                                                                                          |
|                                                  |   |                  |   |                                                                                             |
|                                                  |   | For the attention of: |   | Richard Thomas                                                                                   |
|                                                  |   |                  |   |                                                                                             |
| **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                                                                                   |
|                                                  |   |                  |   |                                                                                             |
| **Rheingold Securitisation 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 Corporate Services Limited** |   | Address:              |   | P.O. Box 727   St. Paul’s Gate   New Street   St. Helier   Jersey JE4 8ZB   Channel Islands |
|                                                  |   |                  |   |                                                                                             |
|                                                  |   | Fax:                  |   | + 44 1534 889884                                                                                 |
|                                                  |   |                  |   |                                                                                             |
|                                                  |   | Telex:                |   | 4192007 MG JAY G                                                                                 |
|                                                  |   |                  |   |                                                                                             |
|                                                  |   | For the attention of: |   | Mark Rumbold                                                                                     |
|                                                  |   |                  |   |                                                                                             |
| **Deutsche International Trust Company N.V.**         |   | Address:              |   | Herengracht 450   1017 CA, Amsterdam   The Netherlands                                           |
|                                                  |   |                  |   |                                                                                             |
|                                                  |   | Fax:                  |   | 31 20 620 8389                                                                                   |
|                                                  |   |                  |   |                                                                                             |
|                                                  |   | For the attention of: |   | Jan Rouppe-Van-der-Voort                                                                         |

 

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| **Barclays Bank PLC**             |   | Address:               |   | Barclays Bank PLC   PO Box 544   54 Lombard Street   London EC3V 9EX                                  |
|-----------------------------------|--------|-----------------------------|--------|-------------------------------------------------------------------------------------------------------|
|                              |   |                        |   |                                                                                                  |
|                              |   | For the attention of:  |   | Tom Russell  (International Corporate Team)                                                           |
|                              |   |                        |   |                                                                                                  |
|                              |   | Fax:                        |   | + 44 20 7699 2180                                                                                     |
|                              |   |                        |   |                                                                                                  |
| **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                                                                                           |
|                              |   |                        |   |                                                                                                  |
| **Fortis Bank Nederland**         |   | Address:                    |   | Montagne de Parc 3   B-1000 Brussels   Belgium                                                        |
|                              |   |                        |   |                                                                                                  |
|                              |   | Fax:                        |   | +00 32 1 518 40 27                                                                                    |
|                              |   |                        |   |                                                                                                  |
|                              |   | For the attention of:       |   | Mr N Keppens                                                                                          |
|                              |   |                        |   |                                                                                                  |
| **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 Company** |   | Address:                    |   | 111 West Monroe Street   Chicago, IL  60690   United States                                      |
|                              |   |                        |   |                                                                                                  |
|                              |   | Fax:                        |   |                                                                                                  |
|                              |   |                        |   |                                                                                                  |
|                              |   | For the attention of:       |   |                                                                                                  |

 

A party may notify any of the other partiesto any of the Transaction Documents including without limitation the DutchCollection Account Banks of a change to its name, relevant addressee, addressor fax number for the purposes of this Clause 7.2, provided that such noticeshall only be effective on:

 

(a)                                  the date specified in the notice as the date on which the change isto take place; or

 

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(b)                                 if no date is specified or the date specified is less than fiveBusiness Days after the date on which notice is given, the date following fiveBusiness 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 aparty or available at law shall impair such right, power or remedy or operateas a waiver thereof.  The single orpartial exercise of any right, power or remedy under this Deed or anyTransaction Document to which it is a party or at law shall not preclude anyother or further exercise thereof or the exercise of any other right, power orremedy under this Deed or any Transaction Document to which it is a party or atlaw.

 

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

 

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

 

## **Modification and Waiver**

## ** **

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

 

## **EntireAgreement**

## ** **

10.                                 Each and every Transaction Document sets out the entire agreementand understanding between the parties in respect of the subject matter of theagreements contained therein.  It isagreed that:

 

(a)                                  no party has entered into any Transaction Document in reliance uponany representation, warranty or undertaking of any other party which is notexpressly set out or referred to in any such Transaction Document;

 

(b)                                 except for breach of an express representation or warranty under anyTransaction Document no party shall have any claim or remedy under any of theTransaction Documents in respect of misrepresentation (whether negligent orotherwise, and whether made prior to or at the time of execution of theTransaction Documents) or untrue statement made by any other party;

 

(c)                                  this Clause shall not exclude any liability for fraudulentmisrepresentation.

 

## **Limited Recourse and Non Petition**

## ** **

11.1                           **Limited Recourse**:  Notwithstanding any otherprovision of this Deed and the other Transaction Documents, each TransactionParty agrees and acknowledges with the European Master Purchaser, the US MasterPurchaser, the European Receivables Warehouse Company 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 orobligation due or owing to it by the US Master Purchaser, the EuropeanReceivables Warehouse Company and the MTN Issuer, as referred to in Clauses 7.3and 8.3 of the US Master Purchaser Guarantee and Security Agreement, Clauses7.3 and 8.3 of the European Master Purchaser Deed of Charge, Clauses 7.3 and8.3 of the European Receivables Warehouse Company Deed of Charge and Clauses7.2, 7.3, 8.3 and 8.4 of the MTN Issuer Deed of Charge (the ***Claims***) only to theextent of available funds pursuant to Clauses 7.3 and 8.3 of the US MasterPurchaser

 

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Guarantee and Security Agreement, Clauses 7.3and 8.3 of the European Master Purchaser Deed of Charge, Clauses 7.3 and 8.3 ofthe 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, as applicable and subject to theprovisos in such Clauses, which shall be applied by the Security Agent and theMTN Security Trustee, as the case may be, subject to and in accordance with theterms thereof and after all other prior ranking claims in respect thereof have beensatisfied and discharged in full;

 

(b)                                 following the application of funds following enforcement of thesecurity interests created under the US Master Purchaser Guarantee and SecurityAgreement, the European Master Purchaser Deed of Charge, the EuropeanReceivables 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 MasterPurchaser Guarantee and Security Agreement, Clause 8.3 of the European MasterPurchaser Deed of Charge, Clauses 8.3 of the European Receivables WarehouseCompany Deed of Charge and Clauses 8.3 and 8.4 of the MTN Issuer Deed ofCharge, the European Master Purchaser, the US Master Purchaser, the EuropeanReceivables Warehouse Company and the MTN Issuer will have no assets availablefor payment of their obligations under this Deed, the US Master PurchaserGuarantee and Security Agreement, the European Master Purchaser Deed of Charge,the European Receivables Warehouse Company Deed of Charge and the MTN IssuerDeed of Charge and the other Transaction Documents other than as provided forpursuant to the US Master Purchaser Guarantee and Security Agreement, theEuropean Master Purchaser Deed of Charge, the European Receivables WarehouseCompany Deed of Charge and the MTN Issuer Deed of Charge, as applicable, andthat their respective Claims will accordingly be extinguished to the extent ofany shortfall; and

 

(c)                                  the respective obligations of the European Master Purchaser, the USMaster Purchaser, the European Receivables Warehouse Company and the MTN Issuerunder this Deed, the US Master Purchaser Guarantee and Security Agreement, theEuropean Master Purchaser Deed of Charge, the European Receivables WarehouseCompany Deed of Charge and the MTN Issuer Deed and the other TransactionDocuments will not be obligations or responsibilities of, or guaranteed by, anyother person or entity.

 

11.2                           **Non Petition**:  each Transaction Party (acting in anycapacity whatsoever) hereby agrees and acknowledges with the European MasterPurchaser, the US Master Purchaser, the European Receivables Warehouse Company,the MTN Issuer, the MTN Security Trustee and the Security Agent that it shallnot:

 

(a)                                  take any corporate action or other steps or legal proceedings forthe winding-up, dissolution or re-organisation or for the appointment of areceiver, administrator, administrative receiver, trustee, liquidator,sequestrator or similar officer of the European Master Purchaser, the EuropeanReceivables Warehouse Company, the US Master Purchaser and the MTN Issuer, asapplicable or of their revenues and assets (other than as permitted by the USMaster Purchaser Guarantee and Security Agreement, the European MasterPurchaser Deed of Charge, the European Receivables Warehouse Company Deed ofCharge and the MTN Issuer Deed) nor take any steps for the assets of theEuropean Master Purchaser, the European Receivables Warehouse Company, the USMaster Purchaser or the MTN Issuer to be declared *en désastre*; or

 

(b)                                 take any steps for the purpose of obtaining payment of any amountspayable to it under this Deed, the US Master Purchaser Guarantee and SecurityAgreement, the European Master Purchaser Deed of Charge, the EuropeanReceivables Warehouse Company Deed of Charge and the MTN Issuer Deed or anyother Transaction Document and shall not take any steps to recover any debtswhatsoever owing to it by the European Master Purchaser, the EuropeanReceivables Warehouse Company, the US Master Purchaser or the MTN Issuer (otherthan in accordance with the US Master Purchaser Guarantee and SecurityAgreement, the European Master Purchaser Deed of Charge, the EuropeanReceivables Warehouse Company Deed of Charge or the MTN Issuer Deed).

 

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11.3                           **Recourse Against Certain Parties**:  No recourse under anyobligation, covenant, or agreement of any European Receivables WarehouseCompany Secured Creditor (acting in any capacity whatsoever), any EuropeanMaster Purchaser Secured Creditor (acting in any capacity whatsoever, includingas a Buhrmann European Noteholder), any US Master Purchaser Secured Party(acting in any capacity whatsoever, including as a Buhrmann US Noteholder) orany MTN Issuer Secured Creditor (acting in any capacity whatsoever, includingas an MTN Noteholder) contained in any Transaction Document shall be hadagainst any shareholder, officer or director of any European ReceivablesWarehouse Company Secured Creditor, any European Master Purchaser SecuredCreditor, any US Master Purchaser Secured Party or any MTN Issuer SecuredCreditor as such, by the enforcement of any assessment or by any proceeding, byvirtue of any statute or otherwise, it being expressly agreed and understoodthat each Transaction Document is a corporate obligation of each EuropeanReceivables Warehouse Company Secured Creditor, European Master PurchaserSecured Creditor, US Master Purchaser Secured Party or each MTN Issuer SecuredCreditor and no personal liability shall attach to or be incurred by theshareholders, officers, agents, employees or directors of any EuropeanReceivables Warehouse Company Secured Creditor, European Master PurchaserSecured Creditor, US Master Purchaser Secured Party or any MTN Issuer SecuredCreditor as such, or any of them, under or by reason of any of the obligations,covenants or agreements of any European Receivables Warehouse Company SecuredCreditor, European Master Purchaser Secured Creditor, US Master PurchaserSecured Party or any MTN Issuer Secured Creditor contained in any TransactionDocument, or implied therefore, and that any and all personal liability forbreaches by such party of any such obligations, covenants or agreements, eitherat law or by statute or constitution, of every such shareholder, officer,agent, employee or director is hereby expressly waived by the other parties asa condition of and consideration for the execution of this Deed.

 

## **Conditions Precedent**

## ** **

12.                                 Any amendment and restatement to the Transaction Documents shall notcome into effect until each of the items set out in Schedule 2 have beensatisfied or delivered to the Cash Manager and the Security Agent, each in suchform and substance as is satisfactory to the Cash Manager.

 

## **Miscellaneous Provisions**

## ** **

**Evidenceof indebtedness**

** **

13.1                           In any proceeding, action or claim relating to any TransactionDocument a statement as to any amount due which is certified as being correctby an officer of the Security Agent shall, unless otherwise provided in theTransaction Document or this Deed, or in the case of manifest error, be *prima facie*evidence that such amount is in fact due and payable.

 

**Severability**

** **

13.2                           Any provision of any Transaction Document or this Deed which isprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such prohibition or unenforceability withoutinvalidating the remaining provisions hereof, and any such prohibition orunenforceability in any jurisdiction shall not invalidate or renderunenforceable 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 theextent permitted by law which renders any provision of any Transaction Documentprohibited or unenforceable in any respect.

 

**Assignability**

** **

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

 

(a)                                  the European Master Purchaser or the US Master Purchaser may assignits rights and benefits under the European Master Purchaser Funding Deed or theUS Master Purchaser Funding

 

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Agreement, as the case may be, to theSecurity Agent pursuant to the European Master Purchaser Security Documents;and

 

(b)                                 the Security Agent may assign any or all of its rights or benefitsunder the European Master Purchaser Funding Deed to any successor or additionalsecurity agent appointed pursuant to the European Master Purchaser SecurityDocuments or the US Master Purchaser Security Agreement, as the case may be.

 

**NoSet-Off**

** **

13.4                           Except as otherwise provided in the Transaction Documents, allpayments required to be made under the Transaction Documents (including anyBuhrmann Note) shall be calculated without reference to any set-off orcounterclaim and shall be made free and clear of and without any deduction foror on account of any set-off or counterclaim, save as provided by mandatoryprovisions of law.

 

**Acknowledgementof terms of any English Receivables Sale Contract**

** **

13.5                           The European Receivables Warehouse Company hereby acknowledges andagrees for the benefit of each English Originator that any English ReceivablesSale Contract concluded upon the acceptance by it of each English OriginatorOffer to Sell in the manner contemplated by Clause 3.2 of the EnglishOriginator Notice of Intention to Make Offers to Sell shall be upon the basisthat the English Standard Terms and Conditions are specifically and expresslyincorporated into and form part of any such English Receivables Sale Contract.

 

13.6                           The European Master Purchaser hereby acknowledges and agrees for thebenefit of the European Receivables Warehouse Company that any OnwardReceivables Sale Contract concluded upon the acceptance by it of each EuropeanReceivables Warehouse Company Offer to Sell in the manner contemplated byClause 3.2 of the European Receivables Warehouse Company Notice of Intention toMake Offers to Sell shall be upon the basis that the English Standard Terms andConditions are specifically and expressly incorporated into and form part ofany such Onward English Receivables Sale Contract.

 

**Indemnityfor Fees, Costs and Expenses**

** **

13.7                           Buhrmann US hereby agrees to indemnify each Originator for the totalamount of all fees, costs and expenses incurred by it under any of theTransaction Documents.

 

**Payments made by Europcenter**

 

13.8                           Without prejudice to any otherprovision of any of the Transaction Documents, to the extent that any paymentobligation is required to be made by a Buhrmann subsidiary, such paymentobligation shall be deemed satisfied if paid in full and on time byEuropcenter and Europcenter shall be entitled to be reimbursed by the relevantBuhrmann subsidiary to the extent such subsidiary has funds available andis permitted to make such payment under the Transaction Documents. Nothing in this Clause shall prejudice any right or claim that any partyto any of the Transaction Documents may have against the relevant Buhrmannsubsidiary and the Buhrmann subsidiary shall remain liable and responsible forsuch payment.

 

## **Counterparts**

## ** **

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

 

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## **GoverningLaw**

## ** **

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

 

## **Contracts (Rights of Third Parties) Act 1999**

## ** **

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

 

## **Application of Trustee Acts**

## ** **

17.1                           **Disapplication of Trustee Acts: **To the fullestextent permitted by law, none of Parts II, III, IV, or V of the Trustee Act2000 in exercising any of the powers contained in Sections 15 or 22 of theTrustee Act 1925 shall apply to any trust constituted by the TransactionDocuments or to the role of the Security Agent, the MTN Trustee or the MTNSecurity Trustee in relation to such trusts.

 

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

 

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

 

17.4                           **Exclusion of Trustee Act 2000: **The disapplicationof certain parts or sections of the Trustee Act 2000 as provided herein shallconstitute an exclusion of the relevant parts of the Trustee Act 2000 for thepurposes of that act.

 

**In Witness Whereof** this Deedhas been executed and delivered by the parties hereto as a deed on the dateabove mentioned.

 

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# **APPENDIX**

# ** **

###### **Additional Originator Accession Agreement**

###### ** **

To:                              Security Agent

 

From:                  Proposed Additional Originator

 

**MasterDefinitions and Framework Deed (as amended and restated on 28 September 2001and 18 July 2002)**(the*Master Definitions and FrameworkDeed*)

** **

We refer to Clause 4 of the MasterDefinitions and Framework Deed.

 

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

 

The address for notices of the proposedAdditional *relevant country*Originator is ·.

 

This Agreement is governed by English law.

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

 

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##### **SCHEDULE 1**

##### ** **

### **Buhrmann Termination Events**

### ** **

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

 

(a)                                  **Non-Payment: **the Parent,****anyOriginator, the European Receivables Warehouse Company, the Master Servicer orany Sub-Servicer fails to pay any amount due under any of the TransactionDocuments within three Business Days of its due date or demand (if so payable)or make material payments or deposits as required;

 

(b)                                 **MasterServicer’s Report: **the MasterServicer fails to deliver the Master Servicer’s Monthly Report within fiveBusiness Days of the due date for delivery thereof (the ***Due Date***) providedthat a Buhrmann Termination Event shall not occur if the Master Servicer hasprovided within five Business Days of the Due Date a Master Servicer’s DailyReport as at any of the three Business Days immediately preceding the Due Dateor the Business Day immediately following the Due Date;

 

(c)                                  **Breachof Obligations: **the Parent,****any Originator, the European Receivables Warehouse Company, theMaster Servicer or any Sub-Servicer fails in any material respect to observe orperform any of its obligations under the Transaction Documents or under anyundertaking or arrangement entered into in connection therewith other than anobligation 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, theSecurity Agent does not determine, within 14 days after the Originator or theSecurity Agent became aware of the failure, that it has been remedied to itssatisfaction;

 

(d)                                 **Misrepresentation: **anyrepresentation, warranty or statement which is made (or deemed or acknowledgedto have been made) by the Parent, any Originator, the European ReceivablesWarehouse Company, the Master Servicer or any Sub-Servicer (other than arepresentation or warranty relating to a Dutch Receivable or an EnglishReceivable which was made on the Purchase Date for such European Receivable ora representation or warranty relating to a US Receivable which was made on theUS Contribution Date for such US Receivable), in the Transaction Documents orwhich is contained in any certificate, statement, legal opinion or noticeprovided under or in connection with the Transaction Documents proves to beincorrect in any material respect, or if repeated at any time with reference tothe facts and circumstances subsisting at such time would not be accurate inall material respects unless, if curable, cured to the satisfaction of theSecurity Agent within 7 days of notification by the Security Agent to therelevant person;

 

(e)                                  **Invalidity: **any material provisionof any of the Transaction Documents is or becomes, for any reason, invalid orunenforceable and the European Master Purchaser, the US Master Purchaser, theSecurity Agent, any Buhrmann European Note Purchaser and/or any Buhrmann USNote Purchaser would be prejudiced by such provision being or becoming invalidor unenforceable;

 

(f)                                    **Material Adverse Change and****Cessationof Business:**

 

(i)                                     any event or series of events (whether related or not) occurs whichin the reasonable opinion of the Security Agent could reasonably be expected tohave a Material Adverse Effect with respect to the Parent, any Originator, theEuropean Receivables Warehouse Company, the Master Servicer or anySub-Servicer;

 

(ii)                                  any of the Parent, any Originator, the European ReceivablesWarehouse Company, the Master Servicer or any Sub-Servicer changes or threatensto change the nature of its business, suspends or threatens to suspend asubstantial part of the present business operations which it now conductsdirectly or indirectly, disposes of or threatens to dispose of a substantialpart of its assets or has all or part of its assets expropriated or

 

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under threat of expropriation without theprior written consent of the Security Agent unless such event would notmaterially prejudice (x) the ability of any Originator to collect and sellReceivables, (y) the ability of the Master Servicer or any Sub-Servicer toperform its duties and/or (z) the ability of the Parent, any Originator, theEuropean Receivables Warehouse Company, the Master Servicer or any Sub-Servicer(as the case may be) to observe or perform its obligations under theTransaction Documents;

 

(g)                                 **Cross-default:**

 

(i)                                     any indebtedness for borrowed money of any of the Parent, anyOriginator, the European Receivables Warehouse Company, the Master Servicer orany Sub-Servicer in excess of the lower of (A) the cross default amountspecified in any document entered into by any of the Parent, any Originator,the European Receivables Warehouse Company, the Master Servicer or anySub-Servicer relating to indebtedness for borrowed money having a maximumaggregate principal amount for borrowed money or facility limit (or theequivalent) of US$100 million or more and (B) US$50 million in aggregatebecomes due before its stated maturity (and the same is not repaid, or theacceleration rescinded, within 5 Business Days following demand by the relevantcreditor); or

 

(ii)                                  any other indebtedness of any of the Parent, any Originator, theEuropean Receivables Warehouse Company, Master Servicer or any Sub-Servicer inexcess of US$50 million in aggregate remains outstanding for 5 Business Daysfollowing demand by the relevant creditor; or

 

(iii)                               any Buhrmann Financial Performance Cross Default that is not waivedwithin a reasonable time period after actual knowledge of such BuhrmannFinancial Performance Cross Default is obtained by the relevant creditor orcreditors;

 

(h)                                 **Appointmentof Receiver, Legal Process: **an encumbrancer takes possession of, or a trustee, administrativereceiver, receiver or similar officer is appointed in respect of, all or anypart of the property, business, undertaking or assets of any of the Parent, anyOriginator, the European Receivables Warehouse Company, the Master Servicer orany Sub-Servicer having an aggregate value in excess of US$50 million ordistress or any form of execution is levied or enforced upon or sued outagainst any such property, business, undertakings, assets or revenues having anaggregate value in excess of US$50 million or any security interest which mayfor the time being affect any of its or their respective assets becomesenforceable, unless in any such case the Security Agent certifies that in itsopinion such event will not materially prejudice the ability of the Parent, therelevant Originator, the European Receivables Warehouse Company, the MasterServicer or, as the case may be the relevant Sub-Servicer to observe or performits obligations under the Transaction Documents and for this purpose, theSecurity Agent shall be entitled to assume if the Rating Condition is satisfiedthat such event is not materially prejudicial;

 

(i)                                     **Insolvency: **the Parent,****anyOriginator, the European Receivables Warehouse Company, the Master Servicer,the relevant Sub-Servicer is or becomes or is declared to be insolvent or is orbecomes unable to pay its debts as they fall due or suspends or threatens tosuspend making payments (whether of principal or interest) with respect to allor any class of its debts;

 

(j)                                     **Composition: **the Parent, anyOriginator, the European Receivables Warehouse Company, the Master Servicer orany Sub-Servicer convenes a meeting of its creditors or proposes or makes anyarrangement or composition with, or any assignment for the benefit of, or anymoratorium with, or any suspension of payments to its creditors or any othercorporate action is taken or any legal proceedings are commenced by the Parent,any Originator, the European Receivables Warehouse Company, the Master Serviceror any Sub-Servicer with a view to any such composition, arrangement,assignment or moratorium being made;

 

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(k)                                  **WindingUp, Administration: **a petition (other than a petition which is being disputed in goodfaith and on reasonable grounds by the Parent, the relevant Originator, theEuropean Receivables Warehouse Company, the Master Servicer or the relevantSub-Servicer) is presented or a meeting is convened for the purpose ofconsidering a resolution or other preparatory steps are taken (whether out ofcourt or otherwise) or legal proceedings are commenced for the winding-up,liquidation, dissolution, administration, reorganisation, rehabilitation, orcontrolled management of the Parent, any Originator, the European ReceivablesWarehouse Company, the Master Servicer and/or any Sub-Servicer;

 

(l)                                     **AnalogousProceedings:**an event analogous to any of theevents specified in paragraphs (h), (i), (j) or (k) occurs under the laws ofany relevant jurisdiction;

 

(m)                               **SecurityInterest: **(i)****anyOriginator, the European Receivables Warehouse Company or the Master Servicercreates or grants any security interest or permits any Encumbrance to ariseover or in relation to (1) any Receivable; or (2) any proceeds of or sumsreceived or payable in respect of a Receivable; (ii) any Originator creates orgrants any security interest or permits any Encumbrance to arise over or inrelation to over or in relation to the Collection Accounts; or (iii) theEuropean Receivables Warehouse Company, either Master Purchaser or the MasterServicer creates or grants any security interest or permits any Encumbrance toarise over or in relation to any of the assets or any bank account of theEuropean Receivables Warehouse Company or either Master Purchaser, except ineach case as contemplated by the Transaction Documents;

 

(n)                                 **Dispute: **any Originatoror the European Receivables Warehouse Company disputes, in any manner thevalidity or efficacy of any sale and purchase or contribution of a Receivableunder the relevant European Master Receivables Purchase Agreement, the relevantOnward European Master Receivables Purchase Agreement or the US ContributionAgreement, as the case may be;

 

(o)                                 **Illegality: **it becomesimpossible or unlawful for any Originator, the European Receivables WarehouseCompany or the Master Servicer to continue its business and/or discharge itsobligations as contemplated by the Transaction Documents;

 

(p)                                 **TheEuropean Master Purchaser Security Documents: **for any reason the Security Agent certifiesthat in its opinion the European Master Purchaser Charged Property or theEuropean Master Purchaser Security Documents is in danger of being taken underany process of law or the European Master Purchaser Charged Property is or maybe in jeopardy in any respect considered by the Security Agent to be material;

 

(q)                                 **TheUS Master Purchaser Security Agreement: **for any reason the Security Agent certifiesthat in its opinion the US Master Purchaser Collateral or the US MasterPurchaser Security Agreement are in danger of being taken under any process oflaw or the US Master Purchaser Collateral is or may be in jeopardy in anyrespect considered by the Security Agent to be material or the Security Agentceases to have a first priority perfected security interest in any of the USMaster Purchaser Collateral;

 

(r)                                    **The European Receivables Warehouse Company****Security Documents**:  for any reason the Security Agent certifiesthat in its opinion the European Receivables Warehouse Company Charged Propertyor any of the European Receivables Warehouse Company Security Documents is indanger of being taken under any process of law or the European ReceivablesWarehouse Company Charged Property is or may be in jeopardy in any respectconsidered by the Security Agent to be material;

 

(s)                                  **Breachof Warranty Regarding the Receivables: **any Originator fails to repurchase or substitute a Receivable havingbecome obliged to do so, in accordance with terms of the relevant EuropeanMaster Receivables Purchase Agreement or, as the case may be, the USContribution Agreement or the European Receivables Warehouse Company fails torepurchase

 

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or substitute a European Receivable havingbecome obliged to do so, in accordance with the terms of the relevant OnwardEuropean Master Receivables Purchase Agreement;

 

(t)                                    **CollectionAccount:**any of the Originators or the MasterServicer fails to pay any sum received in respect of a relevant Receivable intothe relevant Collection Account in accordance with the terms of, the ServicingAgreement within one Business Day of the specified date, or makes any transfersfrom or debits to any Collection Account otherwise than in accordance with therelevant Servicing Agreement;

 

(u)                                 **CounterpartyFiles: **any Originator fails to deliver aCounterparty File within seven Business Days of its due date;

 

(v)                                 **EuropeanMaster Purchaser Event of Default, US Master Purchaser Event of Default or theEuropean Receivables Warehouse Company Event of Default**: the occurrence of a European Master Purchaser Event of Default, a USMaster Purchaser Event of Default or a EuropeanReceivables Warehouse Company Event of Default; or

 

(w)                               **Stop Funding Events:**  the occurrence of (i) anyof the European Stop Funding Events set out in paragraphs (d), (e), (f) or (g)in the definition thereof with respect to the same Agreed Currency on twoCalculation Dates in any period of 12 consecutive months or (ii) any of the USStop Funding Events set out in paragraphs (c), (d), (e) or (f) in thedefinition thereof on two Calculation Dates in any period of 12 consecutivemonths.

 

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##### **SCHEDULE 2**

##### ** **

### **Conditions**Precedent

### ** **

**EnglishOriginators**

** **

(a)                                  Copies of the latest version of the Memorandum and Articles ofAssociation of each English Originator together with its Certificate ofIncorporation and any Certificate of Change of Name certified by the CompanySecretary or a Director of the relevant English Originator to be a true and upto date copy of the original.

 

(b)                                 Copies of the resolutions, in form and substance satisfactory to theEuropean Master Purchaser and the European Receivables Warehouse Company, ofthe Board of Directors of each English Originator authorising the delivery ofthe English Originator Notice of Intention to Make Offers to Sell and themaking of the English Originator Offer to Sell to be made on or shortly afterthe MTN Closing Date and the execution, delivery and performance of the otherTransaction Documents to be entered into by the English Originator, certifiedby the Company Secretary or a Director of each English Originator as of the MTNClosing Date, which certificate shall state that the resolutions therebycertified have not been amended, modified, revoked or rescinded.

 

(c)                                  A certificate as to the incumbency and signature of the officers orother employees of the English Originators authorised to sign the TransactionDocuments on behalf of the English Originators and any certificate or otherdocument to be delivered pursuant thereto, certified by the Company Secretaryor a Director of the English Originators together with evidence of theincumbency of such Company Secretary or Director.

 

(d)                                 A solvency certificate in respect of each English Originator in theform set out in Schedule 5 to the English Originator Warranty and IndemnityDeed.

 

(e)                                  A Power of Attorney executed by each English Originator in the formand substance satisfactory to the European Master Purchaser and the EuropeanReceivables Warehouse Company in relation to the English Receivables.

 

**DutchOriginators**

** **

(a)                                  Copies of the latest version of the constitutional documents of eachDutch Originator certified by the Company Secretary or a Director of therelevant Dutch Originator to be a true and up to date copy of the original.

 

(b)                                 Officially certified up to date Commercial Register excerpts inrespect of each Dutch Originator dated no earlier than 6 calendar months priorto the date hereof.

 

(c)                                  Copies of the resolutions, in form and substance satisfactory to theEuropean Master Purchaser and the European Receivables Warehouse Company, ofthe Board of Directors of each Dutch Originator authorising the execution,delivery and performance of the Dutch Master Receivables Purchase Agreement andthe other Transaction Documents to be entered into by the Dutch Originator,certified by the Company Secretary or a Director of each Dutch Originator as ofthe MTN Closing Date, which certificate shall state that the resolutionsthereby certified have not been amended, modified, revoked or rescinded.

 

(d)                                 A certificate as to the incumbency and signature of the officers orother employees of the Dutch Originators authorised to sign the TransactionDocuments on behalf of the Dutch Originators and any certificate or other documentto be delivered pursuant thereto, certified by the Company Secretary or aDirector of the Dutch Originators together with evidence of the incumbency ofsuch Company Secretary or Director.

 

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(e)                                  A solvency certificate in respect of each Dutch Originator in theform set out in Schedule 3 to the Dutch Master Receivables Purchase Agreement.

 

(f)                                    A Power of Attorney executed by each Dutch Originator in the formand substance satisfactory to the European Master Purchaser and the EuropeanReceivables Warehouse Company in relation to the Dutch Receivables.

 

**USOriginators**

** **

(a)                                  Copies of the latest version of the Articles of Incorporation ofeach US Originator together with its Certificate of Incorporation and anyCertificate of Change of Name certified by the Secretary of the relevant USOriginator to be a true and up to date copy of the original.

 

(b)                                 Copies of the resolutions, in form and substance satisfactory to theUS Master Purchaser, of the Board of Directors of each US Originatorauthorising the execution, delivery and performance of the TransactionDocuments to be entered into by the US Originator, certified by the Secretaryof each US Originator as of the MTN Closing Date, which certificate shall statethat the resolutions thereby certified have not been amended, modified, revokedor rescinded.

 

(c)                                  A certificate as to the incumbency and signature of the officers orother employees of the US Originators authorised to sign the TransactionDocuments on behalf of the US Originators and any certificate or other documentto be delivered pursuant thereto, certified by the Secretary of the USOriginators together with evidence of the incumbency of such Secretary.

 

(d)                                 A solvency certificate in respect of each US Originator in the formset out in Schedule 3 to the US Contribution Agreement.

 

(e)                                  All financing statements andother documents required to be recorded or filed in order to perfect andprotect the US Master Purchaser’s ownership interest in the US Receivablesagainst all creditors of the US Master Purchaser have been duly filed in eachfiling 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 SecurityAgent has a first priority perfected security interest therein.

 

**SilverSecuritisation B.V.**

** **

(a)                                  Copies of the latest version of the constitutional documentscertified by the Company Secretary or a Director to be a true and up to datecopy of the original.

 

(b)                                 Officially certified up to date Commercial Register excerpts datedno 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 beentered into by the European Master Purchaser and (ii) the borrowingscontemplated under the European Master Purchaser Funding Deed, certified by theCompany Secretary or a Director dated as of the MTN Closing Date, whichcertificate shall state that the resolutions thereby certified have not beenamended, modified, revoked or rescinded.

 

(d)                                 A certificate as to the incumbency and signature of the officers orother employees authorised to sign the Transaction Documents on behalf of theEuropean Master Purchaser, and any certificate or other document to bedelivered pursuant thereto, certified by the Company Secretary or a Director ofthe European Master Purchaser, together with evidence of the incumbency of suchCompany Secretary or Director.

 

(e)                                  A solvency certificate.

 

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(f)                                    Duly completed mandates in respect of the European Master PurchaserAccounts.

 

**BuhrmannSilver US LLC**

** **

(a)                                  Copies of the latest version of the LLC Agreement together with itsCertificate of Formation and any amendment thereto certified by the Secretaryor Managing Member, as appropriate, to be a true and up to date copy of theoriginal.

 

 (b)                              Copies of the resolutions of the Board of Directors or the ManagingMember, as appropriate, authorising (i) the execution, delivery and performanceof the Transaction Documents to be entered into by the US Master Purchaser and(ii) the borrowings contemplated under the US Master Purchaser FundingAgreement, certified by the Secretary or the Managing Member, as appropriate,as of the MTN Closing Date, which certificate shall state that the resolutionsthereby certified have not been amended, modified, revoked or rescinded.

 

(c)                                  A certificate as to the incumbency and signature of the officers orother employees authorised to sign the Transaction Documents on behalf of theUS Master Purchaser and any certificate or other document to be deliveredpursuant thereto, certified by the Secretary or the Managing Member, asappropriate, of the US Master Purchaser together with evidence of theincumbency of such Secretary or person authorized to sign on behalf of theManager, as applicable.

 

(d)                                 A solvency certificate.

 

(e)                                  Duly completed mandates in respect of the US Master PurchaserAccounts and the US Master Purchaser Collection Accounts, if required.

 

**BuhrmannSilver S.A.**

** **

(a)                                  Copies of the latest version of the constitutional documentscertified by the Company Secretary or a Director to be a true and up to datecopy of the original.

 

(b)                                 Officially certified up to date Commercial Register excerpts datedno earlier than 6 calendar months prior to the date hereof.

 

(c)                                  Copies of the resolutions of the Board of Directors authorising theexecution, delivery and performance of the Transaction Documents to be enteredinto by the European Receivables Warehouse Company, certified by the CompanySecretary or a Director dated as of the MTN Closing Date, which certificateshall 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 orother employees authorised to sign the Transaction Documents on behalf of theEuropean Receivables Warehouse Company, and any certificate or other documentto be delivered pursuant thereto, certified by the Company Secretary or aDirector of the European Receivables Warehouse Company, together with evidenceof the incumbency of such Company Secretary or Director.

 

(e)                                  A solvency certificate.

 

(f)                                    Duly completed mandates in respect of the European ReceivablesWarehouse Company Transaction Accounts, the Dutch Collection Accounts and theEnglish Collection Accounts.

 

**Buhrmann Stafdiensten B.V.**

** **

(a)                                  Copies of the latest version of the constitutional documentscertified by the Company Secretary or a Director to be a true and up to datecopy of the original.

 

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(b)                                 Officially certified up to date Commercial Register excerpts datedno earlier than 6 calendar months prior to the date hereof.

 

(c)                                  Copies of the resolutions of the Board of Directors authorising theexecution, delivery and performance of the Transaction Documents to be enteredinto by the Master Servicer, certified by the Company Secretary or a Directordated as of the MTN Closing Date which certificate shall state that theresolutions thereby certified have not been amended, modified, revoked orrescinded.

 

(d)                                 A certificate as to the incumbency and signature of the officers orother employees authorised to sign the Transaction Documents on behalf of theMaster Servicer and any certificate or other document to be delivered pursuantthereto, certified by the Company Secretary or a Director of the MasterServicer together with evidence of the incumbency of such Company Secretary orDirector.

 

(e)                                  A solvency certificate.

 

**BuhrmannN.V.**

** **

(a)                                  Copies of the latest version of the constitutional documentscertified by the Company Secretary or a Director to be a true and up to datecopy of the original.

 

(b)                                 Officially certified up to date Commercial Register excerpts datedno earlier than 6 calendar months prior to the date hereof.

 

(c)                                  Copies of the resolutions of the Board of Directors authorising theexecution, delivery and performance of the Transaction Documents to be enteredinto by the Parent, certified by the Company Secretary or a Director of theParent and dated as of the MTN Closing Date which certificate shall state thatthe resolutions thereby certified have not been amended, modified, revoked orrescinded.

 

(d)                                 A certificate as to the incumbency and signature of the officers orother employees authorised to sign the Transaction Documents on behalf of theParent and any certificate or other document to be delivered pursuant thereto,certified by the Company Secretary or a Director of the Parent together withevidence of the incumbency of such Company Secretary or Director.

 

(e)                                  A solvency certificate.

 

**RheingoldNo.11 Limited**

** **

(a)                                  Copies of the latest version of the constitutional documentscertified by the Company Secretary or a Director to be a true and up to datecopy of the original.

 

(b)                                 Copies of the resolutions of the Board of Directors authorising theexecution, delivery and performance of the Jersey Company Documents to beentered into by the Initial Buhrmann Note Purchaser, certified by the CompanySecretary or a Director and dated as of the MTN Closing Date which certificateshall 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 orother employees authorised to sign the Jersey Company Documents on behalf ofthe Initial Buhrmann Note Purchaser and any certificate or other document to bedelivered pursuant thereto, certified by the Company Secretary or a Director ofthe Initial Buhrmann Note Purchaser together with evidence of the incumbency ofsuch Company Secretary or Director.

 

(d)                                 Copy of a duly executed US Internal Revenue Service Form W-8BEN.

 

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**SilverFunding Limited**

** **

(a)                                  Copies of the latest version of the constitutional documentscertified by the Company Secretary or a Director to be a true and up to datecopy of the original.

 

(b)                                 Copies of the resolutions of the Board of Directors authorising theexecution, delivery and performance of the MTN Transaction Documents to beentered into by the MTN Issuer, certified by the Company Secretary or aDirector and dated as of the MTN Closing Date, which certificate shall statethat the resolutions thereby certified have not been amended, modified, revokedor rescinded.

 

(c)                                  A certificate as to the incumbency and signature of the officers orother employees authorised to sign the MTN Transaction Documents on behalf ofthe MTN Issuer and any certificate or other document to be delivered pursuantthereto, certified by the Company Secretary or a Director of the MTN Issuertogether with evidence of the incumbency of such Company Secretary or Director.

 

(d)                                 Copy of a duly executed US Internal Revenue Service Form W-8BEN.

 

**RheingoldSecuritisation Limited**

** **

(a)                                  Copies of the latest version of the constitutional documentscertified by the Company Secretary or a Director to be a true and up to datecopy of the original.

 

(b)                                 Copies of the resolutions of the Board of Directors authorising theexecution, delivery and performance of the Jersey Company Documents to beentered into by the CP Issuer, certified by the Company Secretary or a Directorand dated as of the MTN Closing Date which certificate shall state that theresolutions thereby certified have not been amended, modified, revoked orrescinded.

 

(c)                                  A certificate as to the incumbency and signature of the officers orother employees authorised to sign the Transaction Documents on behalf of theCP Issuer and any certificate or other document to be delivered pursuantthereto, certified by the Company Secretary or a Director of the CP Issuertogether with evidence of the incumbency of such Company Secretary or Director.

 

**LegalOpinions**

** **

(a)                                  A legal opinion of Freshfields Bruckhaus Deringer dated the MTNClosing Date as to matters of English law as to sale of English Receivables,enforceability of the Transaction Documents governed by English law and otherrelevant matters.

 

(b)                                 Legal opinions of Freshfields Bruckhaus Deringer dated the MTNClosing Date as to matters of German law (i) as to the sale of the DutchReceivables and the security created under the European Receivables WarehouseCompany German Law Pledge Agreement, the European Master Purchaser German LawPledge Agreement, the MTN Issuer German Law Pledge Agreement and other relevantmatters; and (ii) as to the relevant Jersey Company Documents and otherrelevant matters.

 

(c)                                  A legal opinion of Freshfields Bruckhaus Deringer dated the MTNClosing Date as to matters of Dutch law as to due incorporation and corporatecapacity of the Dutch Originators, due execution and authorisation of theTransaction Documents to which they are a party, the Dutch Collection AccountAgreements, the European Receivables Warehouse Company Dutch Pledge Agreement,the European Receivables Warehouse Company Dutch Collection Claims PledgeAgreements, the European Master Purchaser Dutch Law Pledge Agreement, the MTNIssuer Dutch Law Pledge Agreement and other relevant matters.

 

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(d)                                 Legal opinions of Freshfields Bruckhaus Deringer dated the MTNClosing Date as to matters of Dutch tax law (i) as to the sale of the DutchReceivables and the security created under the European Receivables WarehouseCompany Dutch Law Pledge Agreement, the European Master Purchaser Dutch LawPledge Agreement, the MTN Issuer Dutch Law Pledge Agreement and other relevantmatters; and (ii) as to the relevant Jersey Company Documents and other relevantmatters.

 

(e)                                  A legal opinion of Freshfields Bruckhaus Deringer LLP dated the MTNClosing Date as to matter of New York law as to the transfer of the USReceivables and the security interest created under the US Master PurchaserSecurity Agreement and the MTN Issuer US Security Agreement, the enforceabilityof documents governed by New York law and other relevant matters.

 

(f)                                    A legal opinion of Freshfields Bruckhaus Deringer LLP dated the MTNClosing Date as to matter of New York law as to true sale of the US Receivablesto the US Master Purchaser and other relevant matters.

 

(g)                                 A legal opinion of Linklaters dated the MTN Closing Date as tomatters of New York tax law in respect of the US Originators and US MasterPurchaser in relation to the Transaction Documents to which they are a partyand other relevant matters.

 

(h)                                 A legal opinion of Linklaters dated the MTN Closing Date as tomatters of English law in respect of the due incorporation and corporatecapacity of the English Originators, due execution and authorisation of theTransaction Documents to which they are a party and other relevant matters.

 

(i)                                     A legal opinion of Linklaters as to matters of Delaware law inrespect of the due incorporation and corporate capacity of the US Originators,due execution and authorisation of the Transaction Documents to which they area party and other relevant matters.

 

(j)                                     A legal opinion of Ogier & Le Masurier dated the MTN ClosingDate as to matters of Jersey law in respect of the due incorporation and corporatecapacity of the Initial Buhrmann Note Purchaser, due execution andauthorisation of the Transaction Documents to which it is a party and otherrelevant matters.

 

(k)                                  A legal opinion of Ogier & Le Masurier dated the MTN ClosingDate as to matters of Jersey law in respect of the due incorporation andcorporate capacity of the MTN Issuer, due execution and authorisation of theTransaction Documents to which it is a party and other relevant matters.

 

(l)                                     A legal opinion of Arendt & Medernach dated the MTN Closing Dateas to matters of Luxembourg law in respect of the due incorporation andcorporate capacity of the European Receivables Warehouse Company, due executionand authorisation of the Transaction Documents to which it is a party and otherrelevant matters.

 

(m)                               A legal opinion of Beghin & Feder dated the MTN Closing Date asto matters of Luxembourg tax law as to the sale of the Dutch Receivables to theEuropean Receivables Warehouse Company and other relevant matters.

 

(n)                                 A legal opinion of Pilsbury Winthrop as to the compliance by the USOriginators, the Parent and the US Master Purchaser with the terms of itsexisting financing documents.

 

(o)                                 A legal opinion of Richards Layton & Finger dated the MTNClosing Date as to matters of Delaware State law in respect of the dueincorporation and corporate capacity of the US Master Purchaser.

 

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(p)                                 A legal opinion of Richards Layton & Finger dated the MTNClosing Date as to matters of Delaware State law in respect of insolvencymatters of the US Master Purchaser.

 

**General**

** **

(a)                                  Due execution and delivery of each of the Transaction Documents bythe respective parties thereto, and all documentation to be deliveredtherewith.

 

(b)                                 A letter dated the MTN Closing Date from each of the Rating Agenciesconfirming that the existing ratings of P-1 from Moody’s and A-1+ from Standard& Poor’s in respect of the commercial paper of the CP Issuer will remain ineffect after giving effect to the transactions contemplated by the TransactionDocuments.

 

(c)                                  A letter from the auditors relating to the computer systems anddated the MTN Closing Date.

 

(d)                                 Payment in full of all fees of counsel to the Security Agent, theJersey Company Liquidity Agent, the Jersey Company Overdraft Bank, the JerseyCompany L/C Bank, the Jersey Company Cash Administrator, the Jersey CompanyAccount Bank, Master Purchaser Account Banks, the European ReceivablesWarehouse Company Account Bank, the MTN Issuer Account Bank or Cash Manager.

 

(e)                                  MTN Programme initial conditions precedent set out in the MTNProgramme Agreement.

 

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| **EXECUTED** and **DELIVERED**                    | )      | **KEES BANGMA**     |
|---------------------------------------------------|--------|---------------------|
| as a **DEED**  by **BUHRMANN N.V.**               | )      |                |
| a company incorporated in The                     | )      |                |
| Netherlands, by **KEES BANGMA**, being            | )      |                |
| a person who, in accordance with the laws         | )      |                |
| of that territory, is acting under the            | )      |                |
| authority of the company                          | )      |                |
|                                              |   |                |
| **EXECUTED** and **DELIVERED**                    | )      | **KEES BANGMA**     |
| as a **DEED**  by **BUHRMANN US INC.**            | )      |                |
| a company incorporated in Delaware,               | )      |                |
| by **KEES  BANGMA** , being a person who,         | )      |                |
| in accordance with the laws of that               | )      |                |
| State, is acting under the authority              | )      |                |
| of the company                                    | )      |                |
|                                              |   |                |
| **EXECUTED** and **DELIVERED**                    | )      | **KEES BANGMA**     |
| as a **DEED**  by **BUHRMANN**                    | )      |                |
| **STAFDIENSTEN B.V.**a company                    | )      |                |
| incorporated in The Netherlands,                  | )      |                |
| by **KEES  BANGMA**, being                        | )      |                |
| a person who, in accordance with the laws         | )      |                |
| of that territory, is acting under the            | )      |                |
| authority of the company                          | )      |                |
|                                              |   |                |
| **EXECUTED** and **DELIVERED**                    | )      | **KEES BANGMA**     |
| as a **DEED**  by **BUHRMANN SILVER**             | )      |                |
| **US LLC** a company incorporated in              | )      |                |
| Delaware, by **KEES BANGMA**, being               | )      |                |
| a person who, in accordance with the laws         | )      |                |
| of that State, is acting under the  authority     | )      |                |
| of the company                                    | )      |                |
|                                              |   |                |
| **EXECUTED** and **DELIVERED**                    | )      | **NICHOLAS DIBLEY** |
| as a **DEED**  by **SILVER**                      | )      |                |
| **SECURITISATION S.A.**                           | )      | **FRANK WEIDEMANN** |
| a company incorporated in The Netherlands         | )      |                |
| by **NICHOLAS  DIBLEY**and                        | )      |                |
| **FRANK WEIDEMANN**, being                        | )      |                |
| a person who, in accordance with the laws         | )      |                |
| of that territory, is acting under the  authority | )      |                |
| of the company                                    | )      |                |
|                                              |   |                |
| **EXECUTED** and **DELIVERED**                    | )      | **KEES BANGMA**     |
| as a **DEED**  by **BUHRMANN SILVER**             | )      |                |
| **S.A.** a company incorporated in                | )      |                |
| Luxembourg, by **KEES BANGMA** , being            | )      |                |
| a person who, in accordance with the laws         | )      |                |
| of that territory, is acting under the  authority | )      |                |
| of the company                                    | )      |                |

 

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| **EXECUTED** and **DELIVERED**as a                | )      | **KEES BANGMA** |
|---------------------------------------------------|--------|-----------------|
| **DEED** by **BUHRMANN**                          | )      |            |
| **EUROPCENTER N.V.**                              | )      |            |
| a company incorporated in Belgium,                | )      |            |
| by **KEES  BANGMA**, being                        | )      |            |
| a person who, in accordance with the              | )      |            |
| laws of that territory, is acting under the       | )      |            |
| authority of the company                          | )      |            |
|                                              |   |            |
| **EXECUTED** and **DELIVERED**as a                | )      | **KEES BANGMA** |
| **DEED** by**KEES BANGMA**                        | )      |            |
| for and on behalf of  **Corporate  Express** | )      |            |
| **Office Products, Inc.**,****as managing         | )      |            |
| member of **BUHRMANN  SILVER US**                 | )      |            |
| **LLC**a limited liability company formed         | )      |            |
| under the law of the State of Delaware            | )      |            |
|                                              |   |            |
| **EXECUTED** and **DELIVERED**as a **DEED**       | )      | **KEES BANGMA** |
| by **BUHRMANN  FINED B.V.**,                      | )      |            |
| a company incorporated in The Netherlands         | )      |            |
| by **KEES  BANGMA**, being a person who,          | )      |            |
| in accordance with the laws of that  territory,   | )      |            |
| is acting under the authority of the  company     | )      |            |
|                                              |   |            |
| **EXECUTED** and **DELIVERED**                    | )      | **KEES BANGMA** |
| as a **DEED**  by **BÜHRMANN-UBBENS**        | )      |            |
| **B.V.** a company incorporated in the            | )      |            |
| Netherlands, by **KEES BANGMA**, being            | )      |            |
| a person who, in accordance with the laws         | )      |            |
| of that territory, is acting under the  authority | )      |            |
| of the company                                    | )      |            |
|                                              |   |            |
| **EXECUTED** and **DELIVERED**                    | )      | **KEES BANGMA** |
| as a **DEED**  by **PROOST EN BRANDT**            | )      |            |
| **B.V.** a company incorporated in the            | )      |            |
| Netherlands, by**KEES BANGMA**, being             | )      |            |
| a person who, in accordance with the laws,        | )      |            |
| of that territory is acting under the  authority  | )      |            |
| of the company                                    | )      |            |
|                                              |   |            |
| **EXECUTED**and **DELIVERED**as a                 | )      | **KEES BANGMA** |
| **DEED** by **KEES BANGMA**                       | )      |            |
| (as duly authorised attorney under a Power        | )      |            |
| of Attorney dated 15 July 2002                    | )      |            |
| for and on behalf of **ROBERT HORNE**             | )      |            |
| **PAPER GROUP PLC**                               | )      |            |

 

110

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| **EXECUTED**and**DELIVERED**as a               | )      | **KEES BANGMA** |
|------------------------------------------------|--------|-----------------|
| **DEED**by **KEES BANGMA**                     | )      |            |
| (as duly authorised attorney under a Power     | )      |            |
| of Attorney dated 15 July 2002                 | )      |            |
| for and on behalf of **THE HOWARD**            | )      |            |
| **SMITH PAPER GROUP LIMITED**                  | )      |            |
|                                           |   |            |
| **EXECUTED**and**DELIVERED**as a               | )      | **KEES BANGMA** |
| **DEED**by **KEES BANGMA**                     | )      |            |
| (as duly authorised attorney under a Power     | )      |            |
| of Attorney dated 15 July 2002                 | )      |            |
| and the Secretary for and on behalf of         | )      |            |
| **THE M6 PAPER GROUP LIMITED**                 | )      |            |
|                                           |   |            |
| **EXECUTED**and**DELIVERED**as a               | )      | **KEES BANGMA** |
| **DEED**by **KEES BANGMA**                     | )      |            |
| (as duly authorised attorney under a Power     | )      |            |
| of Attorney dated 12 July 2002                 | )      |            |
| and the Secretary for and on behalf of         | )      |            |
| **CORPORATE EXPRESS OFFICE**                   | )      |            |
| **PRODUCTS, INC.**                             | )      |            |
|                                           |   |            |
| **EXECUTED**and**DELIVERED**as a               | )      | **KEES BANGMA** |
| **DEED**by **KEES BANGMA**                     | )      |            |
| (as duly authorised attorney under a Power     | )      |            |
| of Attorney dated 12 July 2002                 | )      |            |
| and the Secretary for and on behalf of         | )      |            |
| **CORPORATE EXPRESS OF**                       | )      |            |
| **TEXAS, INC.**                                | )      |            |
|                                           |   |            |
| **EXECUTED** and **DELIVERED** as a            | )      | **L.S**         |
| **DEED**under the common seal of               | )      |            |
| **DEUTSCHE TRUSTEE COMPANY**                   | )      |            |
| **LIMITED**in the presence of:                 | )      |            |
| Director: **RAFE  MORTON**                     | )      |            |
| Associate Director: **SUZIE SMITH**            | )      |            |
|                                           |   |            |
| **EXECUTED** and**DELIVERED**                  | )      | **JAMIE PRATT** |
| as a **DEED**  by                              | )      |            |
| **DEUTSCHE BANK**                              | )      |            |
| **AKTIENGESELLSCHAFT** a company               | )      |            |
| incorporated in Germany by                     | )      |            |
| **JAMIE PRATT**, being a                       | )      |            |
| person who, in accordance with the laws of     | )      |            |
| that territory, is acting under the  authority | )      |            |
| of the company                                 | )      |            |

 

111

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| **EXECUTED** and**DELIVERED**                     | )      | **NICHOLAS DIBLEY**  |
|---------------------------------------------------|--------|----------------------|
| as a **DEED**  by                                 | )      |                 |
| **DEUTSCHE BANK**                                 | )      | **FRANK WEIDEMANN**  |
| **Amsterdam Branch** by                           | )      |                 |
| **NICHOLAS DIBLEY**and                            | )      |                 |
| **FRANK WEIDEMANN**                               | )      |                 |
| person who is acting under the authority          | )      |                 |
| of the company                                    | )      |                 |
|                                              |   |                 |
| **EXECUTED** and**DELIVERED**                     | )      | **RAFE MORTON**      |
| as a **DEED**  by                                 | )      |                 |
| **DEUTSCHE BANK AG LONDON**                       | )      | **SUZIE SMITH**      |
| by **RAFE  MORTON**                               | )      |                 |
| and **SUZIE SMITH**, being                        | )      |                 |
| persons who are acting under the authority        | )      |                 |
| of the company                                    | )      |                 |
|                                              |   |                 |
| **EXECUTED** and**DELIVERED**                     | )      | **RAFE MORTON**      |
| as a **DEED**  by                                 | )      |                 |
| **DEUTSCHE BANK LUXEMBOURG**                      | )      | **SUZIE SMITH**      |
| **S.A.** a company  incorporated in          | )      |                 |
| Luxembourg, by **RAFE MORTON**and                 | )      |                 |
| **SUZIE SMITH ,**being a                          | )      |                 |
| person who, in accordance with the laws           | )      |                 |
| of that territory, is acting under the  authority | )      |                 |
| of the company                                    | )      |                 |
|                                              |   |                 |
| **EXECUTED** and **DELIVERED**as a                | )      | **NICHOLAS KERSHAW** |
| **DEED** by **RHEINGOLD NO.11**                   | )      |                 |
| **LIMITED** a company incorporated in             | )      |                 |
| Jersey by **NICHOLAS  KERSHAW**, being            | )      |                 |
| a person who, in accordance with the laws         | )      |                 |
| of that territory, is acting under the            | )      |                 |
| authority of the company                          | )      |                 |
|                                              |   |                 |
| **EXECUTED** and **DELIVERED**as a                | )      | **NICHOLAS KERSHAW** |
| **DEED** by **SILVER FUNDING**                    | )      |                 |
| **LIMITED** a company incorporated in             | )      |                 |
| Jersey by **NICHOLAS  KERSHAW,** being            | )      |                 |
| a person who, in accordance with the laws         | )      |                 |
| of that territory, is acting under the            | )      |                 |
| authority of the company                          | )      |                 |
|                                              |   |                 |
| **EXECUTED** and **DELIVERED**as a                | )      | **NICHOLAS KERSHAW** |
| **DEED** by **RHEINGOLD**                         | )      |                 |
| **SECURITISATION LIMITED**                        | )      |                 |
| a company incorporated in Jersey                  | )      |                 |
| by **NICHOLAS  KERSHAW**, being                   | )      |                 |
| a person who, in accordance with the              | )      |                 |
| laws of that territory, is acting under the       | )      |                 |
| authority of the company                          | )      |                 |

 

112

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| **EXECUTED** and **DELIVERED**as a                | )      | **PHILIP GODLEY** |
|---------------------------------------------------|--------|-------------------|
| **DEED** by **DEUTSCHE**                          | )      |              |
| **INTERNATIONAL CORPORATE**                       | )      | **MARK RUMBOLD**  |
| **SERVICES LIMITED** a company                    | )      |              |
| incorporated in Jersey by **PHILIP GODLEY**       | )      |              |
| **MARK RUMBOLD**, being                           | )      |              |
| a person who, in accordance with the laws         | )      |              |
| of that territory, is acting under the  authority | )      |              |
| of the company                                    | )      |              |
|                                              |   |              |
| **EXECUTED** and**DELIVERED**                     | )      |              |
| as a **DEED**  by                                 | )      |              |
| **PRICEWATERHOUSECOOPERS**                        | )      |              |
| by **PETER BUCKLE**, being                        | )      |              |
| persons who are acting under the authority        | )      |              |
| of the limited liability partnership              | )      | **PETER BUCKLE**  |

 

113

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

 
| **Buhrmann Silver S.A.**          |            |
|-----------------------------------|-----------------|
|                              |            |
|                              |            |
| By                                | **KEES BANGMA** |   |
|                              |            |
|                              |            |
| **Deutsche Bank Luxembourg S.A.** |            |
|                              |            |
|                              |            |
| By                                | **RAFE MORTON** |   |

 

114

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**CONTENTS**

** **
| **CLAUSE** |
|------------|
|       |   |
| 1.         | interpretation |
|       |   |
| 2.         | definitions |
|       |   |
| 3.         | AGREEMENT |
|       |   |
| 4.         | ADDITIONAL ORIGINATORS |
|       |   |
| 5.         | JURISDICTION |
|       |   |
| 6.         | FURTHER ASSURANCES |
|       |   |
| 7.         | NOTICES |
|       |   |
| 8.         | WAIVERS; REMEDIES CUMULATIVE |
|       |   |
| 9.         | MODIFICATION AND WAIVER |
|       |   |
| 10.        | ENTIRE  AGREEMENT |
|       |   |
| 11.        | LIMITED RECOURSE AND NON PETITION |
|       |   |
| 12.        | CONDITIONS PRECEDENT |
|       |   |
| 13.        | MISCELLANEOUS PROVISIONS |
|       |   |
| 14.        | COUNTERPARTS |
|       |   |
| 15.        | GOVERNING  LAW |
|       |   |
| 16.        | CONTRACTS (RIGHTS OF THIRD PARTIES) ACT  1999 |
|       |   |
| 17.        | APPLICATION OF TRUSTEE ACTS |
|       |   |
| APPENDIX   |
|       |   |
|       | Additional Originator  Accession Agreement |
|       |   |
| SCHEDULE 1 |
|       |   |
|       | Buhrmann Termination Events |
|       |   |
| SCHEDULE 2 |
|       |   |
|       | Conditions Precedent |
|            |  |  |

 

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