**Exhibit 4.19**

 

**English Originator Notice ofIntention to Make Offers to Sell**

 

**THIS NOTICE**is given on 18 July 2002 in Amsterdam by **ROBERT HORNE GROUP PLC**(formerly known as Robert Horne PaperCompany Limited), a public limited liability company incorporated in Englandand Wales (registered number 00584756) whose registered office is at HuntsmanHouse, Mansion Close, Moulton Park, Northampton NN3 6LA; **THE HOWARD SMITH PAPER GROUP LIMITED**, alimited liability company incorporated in England and Wales (registered number01138498) whose registered office is at Sovereign House, Rhosili Road,Brackmills, Northampton NN4 0JE; and **THE M6PAPER GROUP LIMITED**, a limited liability company incorporated inEngland and Wales (registered number 02755905) whose registered office is atMotorway House, Charter Way, Hurdsfield Industrial Estate, Macclesfield,Cheshire SK10 2NY (each an ***English Originator*** and, together the ***Initial English Originators***)to **BUHRMAN SILVER S.A.**,****a limited liability company incorporatedin Luxembourg****(registerednumber 75881) whose registered office is at 398 Route d’Esch, L-1471Luxembourg (the ***EuropeanReceivables Warehouse Company***) and to the intent that **DEUTSCHE TRUSTEE COMPANY LIMITED**(formerlyknown as Bankers Trustee Company Limited) (registered number 338230) whoseregistered office is at Winchester House, 1 Great Winchester Street, LondonEC2N 2DB (the ***Security Agent,***whichexpression shall include such person and all other persons for the time beingacting as the security agent or agents pursuant to the European ReceivablesWarehouse Company Security Documents) shall be a party to, and have the benefitof the English Standard Terms and Conditions incorporated into and constitutingthe terms and conditions of any contract concluded by acceptance of any EnglishOriginator Offer to Sell delivered pursuant to this Notice.

 

**Whereas**:

 

Each English Originator is willing to offerto sell to the European Receivables Warehouse Company on a continuous basisfrom time to time English Receivables, together with the benefit of allAncillary Rights, on the terms and subject to the conditions contained herein.

 

## **Interpretation**

 

1.1                                 (a)                                  Capitalised terms in this Notice (including the Recital hereto)shall, except where the context otherwise requires and save where otherwisedefined herein, bear the meanings ascribed to them in the Master Definitionsand Framework Deed (the ***Framework Deed***)******executed by, among others, the English Originators andthe Security Agent on 27 September 2000 as amended and restated on 28 September2001 and 18 July 2002 (as the same may be amended, varied or supplemented fromtime to time with the consent of the parties to it) and this Notice shall beconstrued in accordance with the principles of construction set out therein.

 

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

 

1.2                                 This document is the English Originator Notice of Intention to MakeOffers to Sell referred to in the Framework Deed.

 

## **EnglishOriginator Offers to Sell**

 

2.1                                 **English Originator Notice of Intention toMake Offers to Sell English Receivables:**

 

(a)                                  Each English Originator hereby notifies the European ReceivablesWarehouse Company that it intends from time to time, on any Business Day, inits absolute discretion to make one or more offers to sell (***English Originator Offers to Sell***,and each an ***EnglishOriginator Offer to Sell***) to the European Receivables WarehouseCompany all of its right, title, interest and benefit (present and future) inand to certain English Receivables originated by each English

 

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Originator in the ordinary course of itsbusiness.  If an English Originatorwishes to make an English Originator Offer to Sell to the European ReceivablesWarehouse Company then it will make such English Originator Offer to Sell bydelivering to the European Receivables Warehouse Company an Invoices Filecontaining details of each English Receivable in respect of which an EnglishOriginator Offer to Sell is being made, by no later than 5.00 p.m. (CentralEuropean Time) on the Business Day following the Business Day on which suchInvoices File was produced (and so that completed transmission of the data filecomprising the relevant Invoices File in electronic form shall constitutedelivery of the offer).

 

(b)                                 The European Receivables Warehouse Company shall be free, subject tothe terms of, and in accordance with, the European Receivables WarehouseCompany Deed of Charge and the Servicing Agreement, to decide whether or not toaccept in its absolute discretion any such English Originator Offer to Sell andmay accept any such English Originator Offer to Sell only in the mannerspecified in Clause 3 hereof.

 

2.2                                 **Incorporation of English Standard Terms andConditions:** The English Standard Terms and Conditions signed on 18 July 2002 for thepurposes of identification by Freshfields Bruckhaus Deringer and Linklaters(the ***English StandardTerms and Conditions***) shall be expressly and specificallyincorporated into each English Originator Offer to Sell to be made by eachEnglish Originator pursuant to Clause 2.1 and shall, accordingly,constitute the terms and conditions of any contract concluded between therelevant English Originator and the European Receivables Warehouse Company as aresult of any acceptance by the European Receivables Warehouse Company, inaccordance with Clause 3 below, of any English Originator Offer to Sell made bysuch English Originator (each an ***English******Receivables Sale Contract***).

 

2.3                                 **Consideration for purchase of EnglishReceivables:** If a contract is concluded between an English Originator and theEuropean Receivables Warehouse Company following the European ReceivablesWarehouse Company’s acceptance of an English Originator Offer to Sell, then theconsideration payable by the European Receivables Warehouse Company to therelevant English Originator in respect of the purchase of the benefit of eachEnglish Receivable shall, subject to the provisions of the English StandardTerms and Conditions, be the Purchase Price payable in instalments inaccordance with and subject to Clause 4 of the English Standard Terms andConditions.

 

## **Acceptance**

 

3.                                       **Acceptance:**  Any English Originator Offer to Sell made byan English Originator in accordance with Clause 2.1 shall be irrevocable up toand including 5.00p.m. (Central European Time) on the fourth Business Dayfollowing the Business Day on which the Invoices File delivered at the time ofsuch English Originator Offer to Sell was produced, after which time suchEnglish Originator Offer to Sell shall lapse. Any such English Originator Offer to Sell may be accepted by theEuropean Receivables Warehouse Company:

 

(a)                                  *first*,identifying (or procuring that the Master Servicer identifies) by the use of a“1” (indicating “yes”) or “0” (indicating “no”) designation in the column entitled“Bought by European Receivables Warehouse Company” contained within eachInvoices File (and which is held as a data file in the computer systems of theEuropean Receivables Warehouse Company) the English Receivable subject to suchEnglish Originator Offer to Sell, as having been sold to the EuropeanReceivables Warehouse Company; and

 

(b)                                 *second*, payingto the relevant English Originator or procuring the payment to the relevantEnglish Originator for value on the Purchase Date of the Initial Purchase Pricein respect of the English Receivable subject to such English Originator Offerto Sell.

 

The payment of the Initial Purchase Price inrespect of any English Receivable identified in the manner referred to inparagraph (a) above to such account as the relevant English Originator may fromtime to time direct shall constitute an unconditional and irrevocableacceptance of such English Originator Offer to Sell in respect of such EnglishReceivable and such an English Originator Offer to Sell shall

 

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have been accepted only if and when suchpayment occurs.  English OriginatorOffers to Sell shall not be capable of acceptance in relation to any EnglishReceivable in any other manner.

 

## **Waiver**

 

4.                                       **Waiver of Right to be Notified ofAcceptance:** Each English Originator hereby waives any right it may have to benotified by the European Receivables Warehouse Company of the identity of theEnglish Receivables in respect of which the European Receivables Warehouse Companyhas accepted any English Originator Offer to Sell.  However, each English Originator reserves the right at any timeto require, during normal working hours and upon giving reasonable notice, theEuropean Receivables Warehouse Company to deliver (or procure the delivery of)a data file to the relevant English Originator containing details of all of theEnglish Receivables which remain outstanding and in respect of which an EnglishOriginator Offer to Sell has been accepted by the European Receivables WarehouseCompany.

 

## **Completion**

 

5.                                       If an English Originator Offer to Sell is accepted in accordancewith Clause 3 and an English Receivables Sale Contract is concluded, thematters set out in Clause 4 of the English Standard Terms and Conditionsshall take place with regard to the English Receivables immediately followingsuch acceptance.

 

## **Governinglaw**

 

6.                                       This Notice shall be governed by and construed in accordance withEnglish law.

 

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| **SIGNED**by  **KEES BANGMA** | **)**  | **KEES BANGMA** |
|-----------------------------------------|--------|-----------------|
| for and on behalf of  )       |   |            |
| **ROBERT HORNE GROUP PLC**              | **)**  |            |
|                                    |   |            |
|                                    |   |            |
| **SIGNED**by  **KEES BANGMA** | **)**  | **KEES BANGMA** |
| for and on behalf of  )       |   |            |
| **THE HOWARD SMITH PAPER**              | **)**  |            |
| **GROUP****LIMITED  **)       |   |            |
|                                    |   |            |
|                                    |   |            |
| **SIGNED**by  **KEES BANGMA** | **)**  | **KEES BANGMA** |
| for and on behalf of  )       |   |            |
| **THE M6****PAPER GROUP LIMITED**       | **)**  |            |

 

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