Exhibit 10.7

FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment"), dated as of August 4, 2000, by and among
BUHRMANN N.V. (f/k/a N.V. Koninklijke KNP BT, with official seat in Maastricht, The Netherlands) (the "Parent"), Buhrmann US Inc., a Delaware
corporation (the "Borrower"), the various Lenders party to the Credit Agreement referred to below, DEUTSCHE BANK SECURITIES INC., as lead
arranger and sole book manager (in such capacities, the "Lead Arranger"), PARIBAS, as syndication agent (in such capacity, the
"Syndication Agent"), ABN AMRO BANK N.V., as documentation agent (in such capacity, the "Documentation
Agent"), and BANKERS TRUST COMPANY, as administrative agent (in such capacity, the "Administrative Agent"). All capitalized
terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Parent, the Borrower, the Lenders and the Agents are parties to a Credit Agreement, dated as of October 26, 1999 (as amended, modified or
supplemented to, but not including, the date hereof, the "Credit Agreement"); and

WHEREAS,
the parties hereto wish to amend, modify and supplement the Credit Agreement as herein provided;

NOW,
THEREFORE, it is agreed:

I.  Amendments to Credit Agreement.

1.  Section 4.02(f)
is hereby amended by inserting the following proviso immediately preceding the end of the first sentence thereof:



2.  Section 9.02
of the Credit Agreement is hereby amended by (i) deleting the word "and" appearing at the end of clause (xix) thereof,
(ii) deleting the period at the end of clause (xx) thereof and inserting "; and" in lieu thereof and (iii) inserting the following new clause immediately after clause (xx)
thereof:



3.  Section 9.04
of the Credit Agreement is hereby amended by (i) deleting the word "and" appearing at the end of clause (xiv) thereof,
(ii) deleting the period at the end of clause (xv) thereof and inserting "; and" in lieu thereof, (iii) inserting the following new clause immediately after clause (xv)
thereof:



and
(iv) inserting, immediately after the phrase "(x) Affiliate Debt" appearing in the last sentence thereof, the phrase "(excluding only Affiliate Debt where each obligee and each
obligor (including any guarantors) thereof are Subsidiaries of the Parent none of which are Credit Parties)".

4.  The
definition of "Asset Sale" contained in Section 11.01 of the Credit Agreement is hereby amended by deleting the phrase "and (vii)" contained therein and
inserting in lieu thereof the following:



5.  The
definition of "Inactive Subsidiary" appearing in Section 11.01 of the Credit Agreement is hereby amended by inserting, immediately after the phrase
"other than one or more Inactive Subsidiaries" appearing in clause (x) of the first sentence thereof the following phrase:



6.  Section 11.01
of the Credit Agreement is hereby amended by adding the following new definitions in appropriate alphabetical order:



Notwithstanding
anything to the contrary contained above, a transaction as described above shall only qualify as a Sale in Lieu of Liquidation if (v) no assets shall be transferred (as
contemplated by preceding clause (i)) from any Credit Party to a Person which is not the Parent, the Borrower or a

Subsidiary Guarantor, (w) no assets shall be transferred (as contemplated by preceding clause (i)) from a Person organized in a Qualified Jurisdiction to a Person organized in a
Non-Qualified Jurisdiction, (x) in each case where any assets transferred (as contemplated by preceding clause (i)) are subject to a security interest pursuant to one or more
of the Security Documents, the Borrower or the Parent shall furnish the Administrative Agent and Collateral Agent with reasonable advance notice of the transfer to be effected and shall take all
action as may be reasonably necessary or desirable to assure that the assets so transferred will at all times continue to be subject to a valid and perfected security interest in favor of the Secured
Creditors (pursuant to the relevant Security Documents or, if required, new Security Documents) in each case in a manner reasonably satisfactory to the Administrative Agent and Collateral Agent,
(y) the Subject Subsidiary is not the Borrower or the Parent or Europcenter, and (z) before consummating any Sale in Lieu of Liquidation, the Parent shall have determined that same is
not reasonably likely to be adverse in any material respect to the Parent, the Borrower or the Lenders. The Parent shall provide the Administrative Agent with notice (in reasonable detail) of each
Sale in Lieu of Liquidation promptly following the consummation thereof.

7.  Section 13.20
of the Credit Agreement is hereby amended by (i) in clause (d) thereof, deleting the first sentence thereof in its entirety and
by inserting in lieu thereof the following new sentence:



and
(ii) by adding the following new clause (e) immediately after clause (d) thereof:



8.  The
Credit Agreement is hereby further amended by addingSchedule 13.20Ain the form attached hereto
immediately afterSchedule 13.20thereof.

II.  Special Overriding Agreements with respect to Corporate Express Australia Limited and Finwood Papers (Pty.) Ltd.

1.  Notwithstanding
anything to the contrary contained elsewhere in the Credit Agreement, so long as Corporate Express Australia Limited or Finwood Papers
(Pty.) Ltd. continue to be Non-Wholly Owned Subsidiaries of the Parent and so long as either such Non-Wholly Owned Subsidiary and its Subsidiaries does not incur any
Indebtedness which directly or indirectly guarantees or supports any obligations of the Parent and its Subsidiaries (other than the each such Non-Wholly Owned Subsidiary and its
Subsidiaries), then the each such Non-Wholly Owned Subsidiary and its Subsidiaries shall be deemed not to be a Subsidiary of the Parent or the Borrower solely for purposes of Sections 4.02
(c), (d), (e), (f) and (g) of the Credit Agreement and for purposes of Sections 9.01, 9.02, 9.04, 9.05, 9.06, 9.08, 9.12, 9.13, 9.14, 9.15 and 9.17 of the Credit Agreement.

III. Special Overriding Agreements with respect to proposed Permitted Receivables Transaction.

1.  The
Parent and the Borrower hereby notify the Lenders that it is their current intention to enter into a Permitted Receivables Transaction (and related Permitted
Receivables Facilities and Permitted Receivables Facility Documentation) substantially on the terms described inAnnex Ihereto. The Lenders hereby
agree that, notwithstanding anything to the contrary contained elsewhere in the Credit Agreement or the other Credit Documents, the Parent and its relevant Subsidiaries may enter into a Permitted
Receivables Transaction (and related Permitted Receivables Facilities and Permitted

Receivables Documentation) substantially on the basis set forth inAnnex Ihereto (it being understood that the aggregate amount of the Permitted
Receivables Facility or sub-tranches thereof may be increased or decreased by the Parent and its relevant Subsidiaries from time to time in their discretion), with such modifications
thereto as may be required from time to time by rating agencies, changes in applicable laws or regulations and/or specific circumstances applicable to any receivables originator in any particular
jurisdiction and as may otherwise be agreed to from time to time by the Parent, in each case so long as the modifications (taken together) (x) would not reasonably be likely to be adverse in
any material respect to the Parent and its Subsidiaries, the Borrower or the Lenders (or to the rights, remedies or security position of the Lenders) and (y) are not otherwise inconsistent with
the requirements of the Credit Agreement or the definition of Permitted Receivables Transaction (and related defined terms) contained therein (it being understood and agreed that, with respect to any
Permitted Receivables Transaction as described above, the Borrower shall not be required to comply with the proviso to the first sentence, or the second sentence, of the definition of Permitted
Receivables Transaction). The Parent and the Borrower agree to furnish to the Administrative Agent, promptly after the execution of same, copies of all documentation for the Permitted Receivables
Transaction described above. Notwithstanding anything to the contrary contained above, in connection with the Permitted Receivables Transaction described above or in the Credit Agreement, the Parent
and the Borrower shall, or shall cause their relevant Subsidiaries to, take all actions (i) so that all Ineligible Receivables (as described inAnnex Ihereto or the relevant Permitted Receivables
Facility Documentation) or other receivables related assets transferred to the respective Receivables Subsidiary and
re-transferred to Europcenter (or Parent or any of its Subsidiaries other than the Receivables Subsidiary) shall be subject to a security interest for the benefit of the Secured Creditors
(pursuant to the relevant Security Documents or new Security Documents in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent) and, in connection therewith, the
Parent and the Borrower shall, or shall cause its respective Subsidiaries to, take all action as may be reasonably requested by the Administrative Agent or Collateral Agent to perfect the security
interests therein in favor of the Secured Creditors, (ii) as may be reasonably requested by the Administrative Agent or Collateral Agent so that all deferred purchase price (or similarly
designated amounts) payable to any Credit Party pursuant to the Permitted Receivables Transaction described above is subject to a valid and perfected security interest (pursuant to the existing
Security Documents or, to the extent reasonably necessary or desirable, new Security Documents) for the benefit of the Secured Creditors and (iii) no loans or advances shall be extended by the
Receivables Subsidiary to the Parent or any of its Subsidiaries (including Europcenter) unless the respective obligor and obligee are parties to the Subordination Agreement. In connection with any
Permitted Receivables Transaction as described above, both the Administrative Agent and Collateral Agent are authorized and directed by the Lenders to take all actions as may be reasonably requested
of them by the Parent and its Subsidiaries in order to release from the security interests created pursuant to the Security Documents any assets being transferred to the Receivables Subsidiary and, in
connection therewith, to execute and deliver such releases, lien subordinations or other similar documents as may from time to time be reasonably requested by the Parent and its Subsidiaries (in each
case so long as same are in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent, as the case may be).

IV. Miscellaneous.

1.  In
order to induce the Lenders to enter into this First Amendment, each of the Parent and the Borrower hereby represents and warrants to each of the Lenders that
(i) all representations and
warranties contained in the Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the First Amendment Effective Date (as defined below) and
after giving effect to this First Amendment (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct
as of such earlier date), (ii) all actions required to be taken pursuant to Section 13.20 of the Credit Agreement,

except as specified in Section 13.20(e) of the Credit Agreement andSchedule 13.20Ato the Credit Agreement, have been taken on or prior
to the First Amendment Effective Date and (iii) there exists no Default or Event of Default on the First Amendment Effective Date after giving effect to this First Amendment.

2.  This
First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any
other Credit Document.

3.  This
First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when
executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged
with the Borrower and the Administrative Agent.

4.THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

5.  This
First Amendment shall become effective on the date (the "First Amendment Effective Date") when each Credit
Party (including, without limitation, the Parent, the Borrower and each Subsidiary Guarantor) and the Required Lenders shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including, without limitation, by usage of facsimile transmission) same to the Administrative Agent at its office located at 130 Liberty Street, New York, New
York. This First Amendment and the agreements contained herein shall be binding on the successors and assigns of the parties hereto.

6.  From
and after the First Amendment Effective Date, all references in the Credit Agreement and each of the other Credit Documents to the Credit Agreement shall be
deemed to be references to the Credit Agreement as amended hereby.

7.  Each
of the Borrowers hereby covenants and agrees that, so long as the First Amendment Effective Date occurs, it shall pay to each Lender which executes and
delivers to the Administrative Agent (or its designee) a counterpart hereof by the later to occur of (x) the close of business on the First Amendment Effective Date or
(y) 12:00 p.m. (New York time) on Friday, August 4, 2000 (such later date, the "Outside Date"), or which is an immediate or
successive assignee of any Lender described above (with respect to amounts obtained, directly or indirectly, by assignment from such Lender), a non-refundable cash fee in an amount equal
to 10.0 basis points (0.10%) of an amount equal to the sum of the outstanding principal amount of Term Loans (taking the Dollar Equivalent of any Euro Denominated Term Loans) of such Lender and the
Revolving Loan Commitment of such Lender, in each case as same is in effect on the First Amendment Effective Date, which fees shall be paid by the Borrower to the Administrative Agent for distribution
to the Lenders not later than the second Business Day following the Outside Date.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Consent as of the date first above written.

|BUHRMANN N.V.                                                         |  | PARIBAS,
Individually and as Syndication Agent             
|--------------------------------------------------------------------- |  | -----------------------------------------------------------
|By:                                                                   |  | /s/C. BANGNA/s/HEIDI VAN DER KOOIJName:
Title:             
|                                                                      |  |                                                            
|BUHRMANN US INC.                                                      |  | ABN AMRO BANK N.V.,
Individually and as Documentation Agent
|By:                                                                   |  | /s/C. BANGMA/s/HEIDI VAN DER KOOIJName:
Title:             
|                                                                      |  |                                                            
|BANKERS TRUST COMPANY,
Individually and as Administrative Agent       |  | AERIES FINANCE-II LIMITED                                  
|By:                                                                   |  | /s/SUSAN LE FEVREName:
Title:                              
|                                                                      |  |                                                            
|DEUTSCHE BANK SECURITIES INC.,
as Lead Arranger and Sole Book Manager |  | AIMCO CDO SERIES 2000-A                                    
|By:                                                                   |  | /s/S. C. MAYName:
Title:                                   

|ALLSTATE LIFE INSURANCE COMPANY             |  | ARCHIMEDES FUNDING II, LTD.                                  
|------------------------------------------- |  | -------------------------------------------------------------
|By:                                         |  | /s/JERRY D. ZINKULA/s/PATRICIA W. WILSONName:
Title:         
|                                            |  |                                                              
|ARCHIMEDES FUNDING III, LTD.                |  | ARCHIMEDES FUNDING, L.L.C.                                   
|By:                                         |  | ING Capital Advisors LLC, as Collateral Manager              
|By:                                         |  | /s/AMY GRENIERName:
Title:                                   
|ARES III CLO, LTD.                          |  | AVALON CAPITAL LTD.                                          
|By:                                         |  | ARES CLO Management L.L.C., as Investment Manager            
|By:                                         |  | /s/DAVID A. SACHSName:
Title:                                
|AVALON CAPITAL LTD. 2                       |  | THE BANK OF NEW YORK                                         
|By:                                         |  | INVESCO Senior Secured Management, Inc., as Portfolio Advisor
|By:                                         |  | /s/GREGORY STOECKLEName:
Title:                              
|BANK POLSKA KASA OPIEKI SA, NEW YORK BRANCH |  | BANQUE WORMS CAPITAL CORPORATION                             
|By:                                         |  | /s/WILLIAM REYNOLDSName:
Title:                              

|BARCLAYS BANK PLC    |  | BATTERY PARK CDO, LIMITED                                             
|-------------------- |  | ----------------------------------------------------------------------
|By:                  |  | /s/JEROEN J. BLOKName:
Title:                                         
|                     |  |                                                                       
|BATTERSON PARK CBO I |  | BAY VIEW FINANCIAL CORPORATION                                        
|By:                  |  | General Re  New England Asset Management, Inc., as Collateral Manager
|By:                  |  | Name:
Title:                                                          
|CAPTIVA FINANCE LTD. |  | CARLYLE HIGH YIELD PARTNERS II, LTD.                                  
|By:                  |  | /s/DAVID DYERName:
Title:                                             
|CERES FINANCE LTD.   |  | CHINATRUST COMMERCIAL BANK, LTD., NEW YORK BRANCH                     
|By:                  |  | INVESCO Senior Secured Management, Inc., as Sub-Managing Agent        
|By:                  |  | /s/GREGORY STOECKLEName:
Title:                                       
|CITIBANK, N.A.       |  | CLYDESDALE CBO I, LTD.                                                
|By:                  |  | /s/AULLE LEENSTRAName:
Title:                                         
|By:                  |  | Name:
Title:                                                          

|COMERICA BANK                                        |  | COMMERZBANK (NEDERLAND) N.V.                                         
|---------------------------------------------------- |  | ---------------------------------------------------------------------
|By:                                                  |  | /s/GEORGE S. GHAREEBName:
Title:                                     
|                                                     |  |                                                                      
|COOPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A. |  | CREDITANSTALT AG                                                     
|By:                                                  |  | /s/C. URCESName:
Title:                                              
|By:                                                  |  | /s/D.L. BAUSCHName:
Title:                                           
|CREDIT INDUSTRIEL ET COMMERCIAL                      |  | CYPRESSTREE INVESTMENT FUND, LLC                                     
|By:                                                  |  | /s/W. FASSBENDERName:
Title:                                         
|By:                                                  |  | /s/ALAIN TOULETName:
Title:                                          
|CYPRESSTREE INVESTMENT PARTNERS I, LTD.              |  | CYPRESSTREE INVESTMENT PARTNERS II, LTD.                             
|By:                                                  |  | CypressTree Investment Management Company, Inc., as Portfolio Manager
|By:                                                  |  | /s/JONATHAN D. SHARKEYName:
Title:                                   
|CYPRESSTREE SENIOR FLOATING RATE FUND                |  | DEBT STRATEGIES FUND, INC.                                           
|By:                                                  |  | CypressTree Investment Management Company, Inc., as Portfolio Manager
|By:                                                  |  | /s/JONATHAN D. SHARKEYName:
Title:                                   

|DEN DANSKE BANK AKTIESELSKAB                         |  | DEBT STRATEGIES FUND III, INC.               
|---------------------------------------------------- |  | ---------------------------------------------
|By:                                                  |  | /s/PETER HUGHESName:
Title:                  
|By:                                                  |  | /s/ROGER LIEPOLDName:
Title:                 
|DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES |  | EATON VANCE INSTITUTIONAL SENIOR LOAN        
|By:                                                  |  | /s/HAAKName:
Title: VP                       
|By:                                                  |  | /s/LENG FILLName:
Title: SVP                 
|EATON VANCE SENIOR INCOME TRUST                      |  | ELF FUNDING TRUST 1                          
|By:                                                  |  | Eaton Vance Management, as Investment Advisor
|By:                                                  |  | /s/PAYSON F. SWAFFIELDName:
Title:           
|ELT LTD.                                             |  | EUROCREDIT CDO 1 B.V.                        
|By:                                                  |  | /s/ANN E. MORRISName:
Title:                 
|                                                     |  |                                              
|FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY     |  | FIRST DOMINION FUNDING I                     
|By:                                                  |  | Name:
Title:                                 

|FIRST DOMINION FUNDING III           |  | FIRST UNION NATIONAL BANK                                   
|------------------------------------ |  | ------------------------------------------------------------
|By:                                  |  | /s/OUVALName:
Title:                                        
|FIVE FINANCE CORPORATION             |  | FLEET NATIONAL BANK                                         
|By:                                  |  | /s/MARTIN DAVEY/s/MIKE REGANName:
Title:                    
|FLOATING RATE PORTFOLIO              |  | FORTIS CAPITAL CORPORATION                                  
|By:                                  |  | INVESCO Senior Secured Management, Inc., as attorney in fact
|By:                                  |  | /s/GREGORY STOECKLEName:
Title:                             
|FRANKLIN CLO I, LTD.                 |  | FRANKLIN FLOAT RATE TRUST                                   
|By:                                  |  | /s/CHAUNCEY LUFKINName:
Title:                              
|FUJI BANK (LUXEMBOURG) S.A.          |  | GALAXY CLO 1999-1, LTD.                                     
|By:                                  |  | /s/HIROYUKI YAMAMOTO/s/H. OBATAName:
Title:                 
|By:                                  |  | Name:
Title:                                                
|GENERAL ELECTRIC CAPITAL CORPORATION |  | GLENEAGLES TRADING LLC                                      
|By:                                  |  | /s/W. JEROME MCDERMOTTName:
Title:                          

|HELLER FINANCIAL INC.                            |  | HIGHLAND LEGACY LIMITED                                                       
|------------------------------------------------ |  | ------------------------------------------------------------------------------
|By:                                              |  | /s/DAVID R. CAMPELLName:
Title:                                               
|                                                 |  |                                                                               
|IKB DEUTSCHE INDUSTRIEBANK AG, LUXEMBOURG BRANCH |  | INCOME STRATEGIES PORTFOLIO                                                   
|By:                                              |  | /s/DR. FRANK SCHAUMName:
Title:                                               
|By:                                              |  | /s/MANFRED ZIWEYName:
Title:                                                  
|ING BANK N.V.                                    |  | THE ING CAPITAL SENIOR SECURED HIGH INCOME FUND HOLDINGS, L.P.                
|By:                                              |  | /s/P.J. BOUMANSName:
Title:                                                   
|By:                                              |  | /s/N.J. KLEINName:
Title:                                                     
|JHW CASH FLOW FUND I GP, L.P.                    |  | KATONAH I, LTD.                                                               
|By:                                              |  | /s/JHW CASH FLOW FUND GENERAL PARTNER GP LTD. BY DANIEL J. O'BRIENName:
Title:
|KZH CYPRESSTREE-1 LLC                            |  | KZH HIGHLAND-2 LLC                                                            
|By:                                              |  | /s/PETER CHINName:
Title:                                                     
|KZH ING-1 LLC                                    |  | KZH ING-2 LLC                                                                 
|By:                                              |  | /s/PETER CHINName:
Title:                                                     

|KZH ING-3 LLC                                                      |  | KZH STERLING LLC                                                                                                                            
|------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------
|By:                                                                |  | /s/PETER CHINName:
Title:                                                                                                                   
|KZH WATERSIDE LLC                                                  |  | LANDESBANK RHEINLAND-PFALZ GIROZENTRALE                                                                                                     
|By:                                                                |  | /s/PETER CHINName:
Title:                                                                                                                   
|                                                                   |  |                                                                                                                                             
|LOYDS TSB BANK PLC                                                 |  | LONGHORN CDO (CAYMAN) LTD.                                                                                                                  
|By:                                                                |  | /s/ROC DAKINName:
Title:                                                                                                                    
|By:                                                                |  | Name:
Title:                                                                                                                                
|MAPLEWOOD (CAYMAN) LIMITED                                         |  | MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY                                                                                                 
|By:                                                                |  | David L. Babson and Company, Incorporated, under delegated authority from Massachusetts Mutual Life Insurance Company, as Investment Manager
|By:                                                                |  | /s/WALTER T. DWYERName:
Title:                                                                                                              
|MERRILL LYNCH GLOBAL INVESTMENT SERIES: BANK LOAN INCOME PORTFOLIO |  | MERRILL LYNCH GLOBAL INVESTMENT SERIES: INCOME STRATEGIES PORTFOLIO                                                                         
|By:                                                                |  | Merrill Lynch Asset Management, L.P., as Investment Advisor                                                                                 
|By:                                                                |  | /s/ANTHONY HEYMANName:
Title:                                                                                                               

|MERRILL LYNCH PRIME RATE PORTFOLIO       |  | MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.              
|---------------------------------------- |  | -----------------------------------------------------------
|By:                                      |  | Merrill Lynch Asset Management, L.P., as Investment Advisor
|By:                                      |  | /s/ANTHONY HEYMANName:
Title:                              
|ML CLO XII PILGRIM AMERICA (CAYMAN) LTD. |  | ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.                    
|By:                                      |  | Pilgrim Investments, Inc., as Investment Manager           
|By:                                      |  | /s/MICHEL PRINCEName:
Title:                               
|ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.  |  | MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST              
|By:                                      |  | Pilgrim Investments, Inc., as Investment Manager           
|By:                                      |  | /s/MICHEL PRINCEName:
Title:                               
|NATEXIS BANQUE BFCE                      |  | NATIONAL CITY BANK                                         
|By:                                      |  | /s/PIETER J. VAN TULDERName:
Title:                        
|By:                                      |  | /s/CHRISTINE DIRRINGERName:
Title:                         
|NEMEAN CLO, LTD.                         |  | NIB CAPITAL BANK N.V.                                      
|By:                                      |  | ING Capital Advisors llc, as Investment Manager            
|By:                                      |  | /s/AMY GRENIERName:
Title:                                 

|NOMURA BOND AND LOAN FUND           |  | NORTH AMERICAN SENIOR FLOATING RATE FUND                                   
|----------------------------------- |  | ---------------------------------------------------------------------------
|By:                                 |  | Nomura Corporate Research and Asset Management, Inc., as Investment Advisor
|By:                                 |  | /s/RICHARD STEWARTName:
Title:                                             
|OCTAGON INVESTMENT PARTNERS II, LLC |  | OCTAGON INVESTMENT PARTNERS III, LTD.                                      
|By:                                 |  | Octagon Credit Investors, LLC, as sub- investment manager                  
|By:                                 |  | /s/MICHAEL B. NECHAMKINName:
Title:                                        
|ORIX BUSINESS CREDIT INC.           |  | OSPREY INVESTMENTS PORTFOLIO                                               
|By:                                 |  | /s/MICHAEL J. COXName:
Title:                                              
|OXFORD STRATEGIC INCOME FUND        |  | PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD.                               
|By:                                 |  | Eaton Vance Management, as Investment Advisor                              
|By:                                 |  | /s/PAYSON F. SWAFFIELDName:
Title:                                         
|PILGRIM CLO 1999-1 LTD.             |  | PILGRIM PRIME RATE TRUST                                                   
|By:                                 |  | Pilgrim Investments, Inc., as Investment Manager                           
|By:                                 |  | /s/MICHEL PRINCEName:
Title:                                               

|PPM SPYGLASS FUNDING TRUST                  |  | PRINCIPAL LIFE INSURANCE COMPANY                     
|------------------------------------------- |  | -----------------------------------------------------
|By:                                         |  | /s/ANN E. MORRISName:
Title:                         
|                                            |  |                                                      
|                                            |  |                                                      
|PROSPECT INTERNATIONAL DEBT STRATEGY FUND   |  | PROVIDENT CAPITAL CORPORATION                        
|By:                                         |  | /s/PRESTON I. CARNESName:
Title:                     
|THE PRUDENTIAL ASSURANCE COMPANY OF AMERICA |  | THE PRUDENTIAL INSURANCE COMPANY OF AMERICA          
|By:                                         |  | /s/LOUIS ATKINSName:
Title:                          
|By:                                         |  | Name:
Title:                                         
|RAIFFEISEN ZENTRALBANK OSTERREICH AG        |  | SCOTIABANK EUROPE PLC                                
|By:                                         |  | /s/BIRGIT MATHIASCHITZName:
Title:                   
|By:                                         |  | /s/ASTRID GOBALDName:
Title:                         
|SENIOR DEBT PORTFOLIO                       |  | SEQUILS  ING I (HBDGM), LTD.                        
|By:                                         |  | Boston Management and Research, as Investment Advisor
|By:                                         |  | /s/PAYSON SWAFFIELDName:
Title:                      

|SIMSBURY CLO, LIMITED            |  | SRV  HIGHLAND, INC.                                                                                                                        
|-------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|By:                              |  | David L. Babson and Company, Incorporated, under delegated authority from Massachusetts Mutual Life Insurance Company, as Collateral Manager
|By:                              |  | /s/WALETR T. DWYERName:
Title:                                                                                                              
|STANFIELD CLO, LTD.              |  | STANFIELD RMF/TRANSATLANTIC CDO, LTD.                                                                                                       
|By:                              |  | Stanfield Capital Partners LLC, as Collateral Manager                                                                                       
|By:                              |  | /s/CHRISTOPHER A. BONDYName:
Title:                                                                                                         
|STRATEGIC MANAGED LOAN PORTFOLIO |  | THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK BRANCH                                                                                     
|By:                              |  | /s/MARTIN DAVEYName:
Title:                                                                                                                 
|SUTTER CBO 1999-1 LTD            |  | SWISS LIFE US RAINBOW LIMITED                                                                                                               
|By:                              |  | /s/DEAN ADANSIName:
Title:                                                                                                                  
|                                 |  |                                                                                                                                             
|TALCOTT NOTCH CBO I              |  | TORONTO DOMINION BANK EUROPE LIMITED                                                                                                        
|By:                              |  | General Re  New England Asset Management, Inc., as Collateral Manager                                                                      
|By:                              |  | /s/PATRICK M. MACARYName:
Title:                                                                                                            

|TRANSAMERICA BUSINESS CREDIT CORPORATION |  | UNICREDITO ITALIANO                 
|---------------------------------------- |  | ------------------------------------
|By:                                      |  | /s/PERRY VAVOULESName:
Title:       
|                                         |  |                                     
|U.S. BANK NATIONAL ASSOCIATION           |  | VAN KAMPEN SENIOR FLOATING RATE FUND
|By:                                      |  | /s/WESLEY G. ZEPELINName:
Title:    
|                                         |  |                                     
|VAN KAMPEN SENIOR INCOME TRUST           |  | WELLS FARGO BANK, N.A.              
|By:                                      |  | Van Kampen Investment Advisory Corp.
|By:                                      |  | /s/HOWARD TIFFENName:
Title:        

Acknowledged and Agreed to:

Bouwmaatschappij
Het Wapen van Amsterdam N.V.
Brabantse Poort B.V.
BT Office Products Europe C.V.
Buhrmann Financieringen B.V. (f/k/a KNP BT Financieringen B.V.)
Buhrmann Fined B.V. (f/k/a KNP BT Fined B.V.)
Buhrmann II B.V. (f/k/a KNP BT II B.V.)
Buhrmann International B.V.
Buhrmann Nederland B.V.
Buhrmann Nederland Holding B.V. (f/k/a Scadisbel B.V.)
Buhrmann Office Products Austria B.V.
Buhrmann Stafdiensten B.V.
Bührmann-Ubbens B.V.
Corporate Express Benelux B.V. (f/k/a BT Office Products Europe B.V.)
Corporate Express Beverwijk B.V.
Corporate Express Europe B.V. (f/k/a BT Office Products Nederland B.V.)
Corporate Express Holding B.V.
Corporate Express Nederland B.V. (f/k/a Kuipers Centrum voor Kantoorefficiency BV)
Deutschmann & Roelants B.V.
Dingler Kantoor Centrum B.V.
Direct Dealer Services Nederland B.V.
DocVision B.V.
Jonkers International B.V.
KNP Nederland B.V.
KNP Nederland (Holding) B.V.
Medo B.V.
Papiermaatschappij Amsterdam-West B.V.
Proost en Brandt B.V.
Ravensteyn-Zn. B.V.
Repro Copiers Nederland B.V.
Rhosili Amsterdam C.V.
Papiergroothandel v/h Riem & Honing B.V.
Riem en Honing Beheer B.V.
Store Office Paper B.V.
Tetterode-Nederland B.V.
Tim voor Kantoor B.V.
Tricom Paper International B.V.
Veenman B.V.
VRG Insurances B.V.

|By: |  | /s/HEIDI VAN DER KOOIJName:
Title:
On Behalf of each of the above
Subsidiary Guarantors |  |  |  | 
|--- |  | --------------------------------------------------------------------------------------- |  |  |  | 

Acknowledged and Agreed to:

BIT
Büro-Und Informationstechnik GmbH & Co. KG
Buhrmann Beteiligungen Deutschland GmbH
Buhrmann Holding GmbH & Co. KG
Buhrmann Holding Verwaltungs GmbH
Buhrmann Office Products Deutschland GmbH
Buhrmann Office Products Deutschland GmbH & Co. Vertriebs KG
Buhrmann Office Products Deutschland Verwaltungs GmbH
BüroDepot GmbH
Büroeinrichtungshaus Röth GmbH
Büropartner Chemnitz Büro-Systeme Vertriebs GmbH & Co. KG
Competence Ware IT Service GmbH & Co. KG
Corporate Express Büropartner GmbH & Co. KG
Corporate Express (Deutschland) GmbH
Deutsche Papier Grundstücks GmbH & Co. KG
Deutsche Papier Holding GmbH
Deutsche Papier Vertriebs GmbH
Erich Ortloff GmbH & Co. KG
Eugen Haas Büro GmbH & Co. KG
FSMA Verwaltungs-und Beteiligungs GmbH
Holste Büropartner GmbH
Joseph Fröhlen PapiergrosshandlingWilli Reddemann Import Export GmbH
Keller Büromatic GmbH
Peter Krause Corporate Supplies GmbH & Co. KG
Reese GmbH & Co.
Willman Bürozentrum GmbH & Co. KG

|By:                         |  | /s/HEIDI VAN DER KOOIJName:
Title:
On Behalf of each of the above
Subsidiary Guarantors |  |  |  | 
|--------------------------- |  | --------------------------------------------------------------------------------------- |  |  |  | 
|Acknowledged and Agreed to: |  |                                                                                         |  | 
|Buhrmann Europcenter N.V.   |  |                                                                                         |  | 
|By:                         |  | /s/HEIDI VAN DER KOOIJName:
Title:
On Behalf of the above
Subsidiary Guarantor          |  |  |  | 

Acknowledged and Agreed to:

Adhesive
and Display Products Ltd.
Buhrmann UK Ltd.
Contract Paper Ltd.
Copygraphic Plc.
Corporate Express (Holdings) Ltd.
Corporate Express UK Ltd.
Howard Smith Paper Ltd.
The Howard Smith Paper Group Ltd.
W. Lunnon & Company Ltd.
The M6 Paper Group Ltd.
Pinnacle Film & Board Sales Ltd.
Ramchester Furnishings International Ltd.
Retail Concept Packaging Ltd.
Robert Horne Group Plc.
Robert Horne Paper Company Ltd.
Savory Paper Ltd.
Trade Paper Ltd.

|By: |  | /s/HEIDI VAN DER KOOIJName:
Title:
On Behalf of each of the above
Subsidiary Guarantors |  |  |  | 
|--- |  | --------------------------------------------------------------------------------------- |  |  |  | 

Acknowledged and Agreed to:

ASAP
Software Express, Inc.
BT Office Products International, Inc.
BTOP USA Corp.
BTOPI Holding (U.S.)
Buhrmann Swaps, Inc.
CEX Holdings, Inc.
Corporate Express, Inc.
Corporate Express Delivery SystemsExpedited, Inc.
Corporate Express Document & Print Management Inc.
Corporate Express Office Products, Inc.
Corporate Express of Texas, Inc.
Corporate Express Promotional Marketing, Inc.
Corporate Express Real Estate, Inc.
Distribution Resources Co.
Kelly Paper Company
Moore Labels, Inc.

|By: |  | /s/JOHN SKINNERName:
Title:
On Behalf of each of the above
Subsidiary Guarantors |  |  |  | 
|--- |  | -------------------------------------------------------------------------------- |  |  |  | 



SCHEDULE 13.20A

ADDITIONAL ACTIONS BY VARIOUS FOREIGN SUBSIDIARIES

Notwithstanding anything to the contrary set forth inSchedule 13.20to the Credit Agreement, each of
the matters set forth below shall not be required to be completed in accordance withSchedule 13.20to the Credit Agreement but instead shall be
required to be completed, in each case to the satisfaction of the Administrative Agent and the Collateral Agent, within the respective time period provided below:

1.  Foreign Mortgages:

a.  Deutsche
Papier Grundstucks K.G. shall not be required to grant to the Collateral Agent security interests and mortgages in its real property, providedthat an Authorized Representative of the Parent shall have
delivered to the Administrative Agent a certificate, in form and substance
satisfactory to the Administrative Agent, certifying that, as of the First Amendment Effective Date, Deutsche Papier Grundstucks K.G. does not own real property having a fair market value in excess of
$5,000,000. In connection with the foregoing, each of the Credit Agreement Parties acknowledges and confirms their respective obligations under Section 8.15 of the Credit Agreement.

2.  Germany:

a.  The
Subsidiaries listed below shall not be required to execute and deliver the Subsidiaries Guaranty, the Contribution Agreement, an Assignment Agreement or a
Chattel Mortgage on or prior to the 60th day after the Initial Borrowing Date but instead shall be required to execute and deliver the Subsidiaries Guaranty, the Contribution Agreement, an Assignment
Agreement and a Chattel
Mortgage, all on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent, on or prior to the 360th day after the Initial Borrowing Date (if same continues to exist on
such 360th day after the Initial Borrowing Date). The Parent will, and will cause its Subsidiaries to, take all actions in connection with the foregoing (including, without limitation, delivery of a
satisfactory legal opinion) as reasonably requested by the Administrative Agent and/or the Collateral Agent.



b.  The
Subsidiaries listed below shall not be required to execute and deliver an Assignment Agreement,providedthat an
Authorized Representative of the Parent shall have delivered to the Administrative Agent a certificate, in form and substance satisfactory to the Administrative Agent, certifying that, as of the First
Amendment Effective Date, each such Subsidiary does not own any receivables having an aggregate fair market value in excess of $25,000 and undertaking, on an unconditional basis, to cause each such
Subsidiary to execute and deliver an Assignment Agreement on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent promptly upon such Subsidiary acquiring receivables
having an aggregate fair market value in excess of $25,000 and, in connection therewith, to take, and cause its Subsidiaries to take, any and all actions as reasonably requested by the Administrative
Agent and/or the Collateral Agent.



c.  The
Subsidiaries listed below shall not be required to execute and deliver a Chattel Mortgage,providedthat an
Authorized Representative of the Parent shall have delivered to the Administrative Agent a certificate, in form and substance satisfactory to the Administrative Agent, certifying that, as of the First
Amendment Effective Date, each such Subsidiary does not own any moveable assets having an aggregate fair market value in excess of $25,000 and undertaking, on an unconditional basis, to cause each
such Subsidiary to execute and deliver a Chattel Mortgage on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent promptly upon such Subsidiary acquiring moveable
assets having an aggregate fair market value in excess of $25,000 and, in connection therewith, to take, and cause its Subsidiaries to take, any and all actions as reasonably requested by the
Administrative Agent and/or the Collateral Agent.



d.  The
shares in the capital of the Subsidiaries listed below shall not be required to be pledged pursuant to a Pledge of Shares on or prior to the 60th day or 180th
day, as the case may be, after the Initial Borrowing Date but instead shall be required to be pledged pursuant to a Pledge of Shares on terms and conditions satisfactory to the Administrative Agent
and the Collateral Agent on or prior to December 31, 2000 (but only to the extent that such Subsidiaries continue to exist on December 31, 2000). The Parent will, and will cause its
Subsidiaries to, take all actions in connection with the foregoing (including, without limitation, delivery of a satisfactory legal opinion) as reasonably requested by the Administrative Agent and/or
the Collateral Agent.



3.  South Africa:

a.  All
promissory notes executed by, and Equity Interests in, Finwood Papers (Pty) Ltd. shall not be required to be pledged pursuant to a Deed of Pledge and
Cession in Security,providedthat the aggregate Fair Market Value of such promissory notes and Equity Interests held by the Parent and its other
Subsidiaries shall not at any time exceed $5,000,000 (it being understood and agreed that, subject to receipt of all necessary third-party consents on terms and conditions satisfactory to the
Administrative Agent and the Collateral Agent, such promissory notes and Equity Interests held by the Parent and its other Subsidiaries shall be required to be promptly pledged pursuant to a Deed of
Pledge and Cession in Security on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent in the event that the aggregate Fair Market Value of same shall at any time
exceed $5,000,000 and, in connection therewith, the Parent will, and will cause its Subsidiaries to, take any and all actions (including, without limitation, use of best efforts in obtaining all
necessary third-party consents on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent and delivery of a satisfactory legal opinion) as reasonably requested by the
Administrative Agent and/or the Collateral Agent).

4.  The Netherlands:

a.  The
Subsidiaries listed below shall not be required to execute and deliver the Subsidiaries Guaranty and the Contribution Agreement on or prior to the 180th day
after the Initial Borrowing Date but instead shall be required to execute and deliver the Subsidiaries Guaranty and the Contribution Agreement, all on terms and conditions satisfactory to the
Administrative Agent and the Collateral Agent, on or prior to the 360th day after the Initial Borrowing Date (if same continues to exist on such 360th day after the Initial Borrowing Date). The Parent
will, and will cause its Subsidiaries to, take all actions in connection with the foregoing (including, without limitation, delivery of a satisfactory legal opinion) as reasonably requested by the
Administrative Agent and/or the Collateral Agent.



b.  The
Subsidiaries listed below shall not be required to execute and deliver a Deed of Pledge of Receivables (together with a list of receivables), providedthat an Authorized Representative of the Parent
shall have delivered to the Administrative Agent a certificate, in form and substance
satisfactory to the Administrative Agent, certifying that, as of the First Amendment Effective Date, each such Subsidiary does not own any receivables having an aggregate fair market value in excess
of $25,000 and undertaking, on an unconditional basis, to cause each such Subsidiary to execute and deliver a Deed of Pledge of Receivables (together with a list of receivables) on terms and
conditions satisfactory to the Administrative Agent and the Collateral Agent promptly upon such Subsidiary acquiring receivables having an aggregate fair market value in excess of $25,000 and, in
connection therewith, to take, and cause its Subsidiaries to take, any and all actions as reasonably requested by the Administrative Agent and/or the Collateral Agent.



c.  The
Subsidiaries listed below shall not be required to execute and deliver a Deed of Pledge of Receivables (together with a list of receivables) on or prior to the
180th day after the Initial Borrowing Date but instead shall be required to execute and deliver a Deed of Pledge of Receivables (together

with a list of receivables) on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent on or prior to the 360th day after the Initial Borrowing Date (if same continues
to exist on such 360th day after the Initial Borrowing Date). The Parent will, and will cause its Subsidiaries to, take all actions in connection with the foregoing (including, without limitation,
delivery of a satisfactory legal opinion) as reasonably requested by the Administrative Agent and/or the Collateral Agent.



d.  The
Subsidiaries listed below shall not be required to execute and deliver a Deed of Pledge of Moveable Assets,providedthat an Authorized Representative of the Parent shall have delivered to the
Administrative Agent a certificate, in form and substance satisfactory to the Administrative Agent,
certifying that, as of the First Amendment Effective Date, each such Subsidiary does not own any moveable assets having an aggregate fair market value in excess of $25,000 and undertaking, on an
unconditional basis, to cause each such Subsidiary to execute and deliver a Deed of Pledge of Moveable Assets on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent
promptly upon such Subsidiary acquiring moveable assets having an aggregate fair market value in excess of $25,000 and, in connection therewith, to take, and cause its Subsidiaries to take, any and
all actions as reasonably requested by the Administrative Agent and/or the Collateral Agent.



e.  The
Subsidiaries listed below shall not be required to execute and deliver a Deed of Pledge of Moveable Assets on or prior to the 180th day after the Initial
Borrowing Date but instead shall be required to execute and deliver a Deed of Pledge of Moveable Assets on terms and conditions satisfactory to the Administrative Agent and the Collateral Agent on or
prior to the 360th day after the Initial Borrowing Date (if same continues to exist on such 360th day after the Initial Borrowing Date). The Parent will, and will cause its Subsidiaries to, take all
actions in connection with the foregoing (including, without limitation, delivery of a satisfactory legal opinion) as reasonably requested by the Administrative Agent and/or the Collateral Agent.



f.   The
shares in the capital of the Subsidiaries listed below shall not be required to be pledged pursuant to a Deed of Pledge of Shares on or prior to the 60th day or
180th day, as the case may be, after the Initial Borrowing Date but instead shall be required to be pledged pursuant to a Deed of Pledge of Shares on terms and conditions satisfactory to the
Administrative Agent and the Collateral Agent on or prior to the 360th day after the Initial Borrowing Date (but only to the extent that such Subsidiaries continue to exist on such 360th day after the
Initial Borrowing Date). The Parent will, and will cause its Subsidiaries to, take all actions in connection with the foregoing (including, without limitation, delivery of a satisfactory legal
opinion) as reasonably requested by the Administrative Agent and/or the Collateral Agent.



5.  Lists of Receivables:

a.  The
requirement that the various Credit Parties deliver lists of receivables as provided under the various Credit Documents for periods prior to June 30,
2000 is hereby waived,providedthat complete and accurate lists of receivables are duly delivered by such Credit Parties pursuant to the respective
terms of the various Credit Documents on or prior to June 30, 2000.



ANNEX I

TERMS OF  PERMITTED RECEIVABLES TRANSACTION



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