Exhibit 10.8

SECOND AMENDMENT TO CREDIT AGREEMENT

SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment"), dated as of January 26, 2001, by and
among BUHRMANN N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands, 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" and, together with the Lead Arranger, the Syndication Agent and the Documentation
Agent, collectively, the "Agents"). 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 "Existing Credit Agreement" and, as amended, modified or supplemented from time to time,
including on the date hereof, the "Credit Agreement");

WHEREAS,
the Parent has announced that it intends to acquire (the "Samas OS Business Acquisition") the office supplies business (the
"Samas OS Business") of Samas-Groep N.V., a public limited liability company (naamloze vennootschap)
organized under the laws of The Netherlands ("Samas"), in a negotiated transaction pursuant to the terms and subject to the conditions to be set forth
in an acquisition agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent (as the same may be amended, modified or supplemented from time to time with
the prior consent of the Administrative Agent, the "Samas OS Business Acquisition Agreement"), for aggregate consideration not to exceed
E320 million (subject to certain adjustments thereto in
accordance with the express terms of the Samas OS Business Acquisition Agreement, not resulting, in any event, in an aggregate increase of more than E10 million to such
aggregate consideration); and

WHEREAS,
the parties hereto wish to amend, modify and supplement the Existing Credit Agreement as herein provided, including,inter
alia, to permit the Samas OS Business Acquisition on the terms and conditions set forth herein and to allow for certain additional financing (including pursuant to the Credit
Agreement) therefor;

NOW,
THEREFORE, it is agreed:

I.  Amendments and Modifications to, and Agreements with Respect to, the Credit Agreement Permitting New Commitments Thereunder.

1.  The
Lenders agree that, at any time and from time to time on or prior to the New Commitment Termination Date (as defined below), the Borrower shall have the right
to increase the Tranche A Dollar Term Loan Commitments (each such increase, a "New Tranche A Dollar Term Loan Commitment"), the Tranche A Euro Term Loan
Commitments (each such increase, a "New Tranche A Euro Term Loan Commitment"), the Tranche B Dollar Term Loan Commitments (each such increase, a
"New Tranche B Dollar Term Loan Commitment") and/or the Tranche B Euro Term Loan Commitments (each such increase, a "New Tranche
B Euro Term Loan Commitment"; with each such New Tranche A Dollar Term Loan Commitment, New Tranche A Euro Term Loan Commitment, New Tranche B Dollar Term Loan Commitment and
New Tranche B Euro Term Loan Commitment being herein called a "New Commitment" and, collectively, the "New
Commitments") as more fully described below, by an aggregate amount of up to E357 million (in the case of amounts expressed in Dollars, taking the Euro

Equivalent thereof on the date of the consummation of the Samas OS Business Acquisition or, at the option of the Borrower, on the date of the incurrence of loans pursuant to such New Commitments, if
different) by notice (a "New Commitment Notice") to the Administrative Agent before the date of the effectiveness of the respective New Commitment
(each, a "New Commitment Effective Date") and upon the following terms and conditions:



Notwithstanding
anything to the contrary contained above or elsewhere in this Second Amendment, it is acknowledged and agreed that no Lender shall be required to provide any New Commitment, except to
the extent agreed in writing by such Lender with the Borrower (with each Lender being entitled in its sole discretion not to furnish any New Commitment). For purposes of this Part I,
"New Commitment Termination Date" shall mean the first to occur of (x) the date of the consummation of the Samas OS Business Acquisition (after
giving effect thereto) or (y) April 30, 2001,provided, however, in the event that on April 30, 2001, the consummation of the Samas
OS Business Acquisition has not occurred and all conditions precedent to such consummation of the Samas OS Business Acquisition as set forth in the Samas OS Business Acquisition Documents shall be
capable of being satisfied to the satisfaction of the Administrative Agent (without giving effect to any waiver thereto except with the consent of the Administrative Agent) other than such conditions
precedent relating to the receipt of any and all required governmental and regulatory consents and court orders, then the "April 30, 2001" date first referenced above in this clause (y)
shall be extended until the earlier to occur of (i) June 29, 2001 and (ii) the date occurring 10 Business Days subsequent to the date on which any and all such required
governmental and regulatory consents and court orders shall have been obtained.

2.  (a)  Notwithstanding
anything to the contrary contained elsewhere in this Second Amendment, the Lenders acknowledge and agree that, at any time prior
to the New Commitment Termination Date, the Borrower (but only if required to do so by the lender or lenders providing all or any relevant portion of the E357 million of
financing contemplated by preceding Section 1 of Part I and with the consent of the Administrative Agent) shall have the right to require from time to time that all or any portion of the
New Commitments described in Section 1 of Part I be structured not as an increase to one or more of the existing Tranches of Term Loans as provided therein but instead be structured as
one or more new tranches of term loans under the Credit Agreement (as so restructured, collectively, the "New Tranche Commitments"), providedthat
(i) the aggregate amount of such New Tranche Commitments, when added to the aggregate amount of New Commitments which remain
structured as contemplated in Section 1 of Part I, shall not exceed in aggregate amount E357 million (in the case of amounts expressed in Dollars taking the Euro
Equivalent thereof on the date of the consummation of the Samas OS Business Acquisition or, at the option of the Borrower, on the date of the incurrence of loans pursuant to such New Commitments, if
different), (ii) the term loans incurred by the Borrower with respect to such New Tranche Commitments shall not have a Weighted Average Life to Maturity that is less than the Weighted Average
Life to Maturity of the Tranche A Term Loans or a final maturity earlier than the Tranche A Term Loan Maturity Date, (iii) the interest rates applicable to such New Tranche Commitments shall be
market rates of interest as agreed by the Borrower with the respective lender or lenders thereof, (iv) the term loans incurred by the Borrower with respect to such New Tranche Commitments shall
be guaranteed and secured, in each case equally and ratably with and on the same basis as (and shall otherwise be entitled to all guaranties, security, pledges, collateral, deeds, mortgages,
assignments, charges, privileges, powers, rights and other benefits afforded to) the Tranche A Term Loans and the Tranche B Term Loans under the Credit Agreement and the other Credit Documents and
(v) the term loans incurred by the Borrower with respect to such New Tranche Commitments shall share equally and ratably with and on the same basis as the Tranche A Term Loans and the Tranche B
Term Loans with respect to any and all voluntary prepayments and mandatory repayments of Term Loans under the Credit Agreement. In the event of any provision of New Tranche Commitments as contemplated
above,Annex Iattached to this Second Amendment shall be amended, modified or supplemented accordingly to provide for such New Tranche
Commitments and for the term loans to be furnished pursuant thereto.

(b) In
addition to the matters set forth in immediately preceding clause (a), and notwithstanding anything to the contrary contained elsewhere in this Second
Amendment, the Lenders acknowledge and agree that, at any time prior to the New Commitment Termination Date, the Borrower (but only if agreed to by the lender or lenders providing the
Pre-Closing Funded Term Loans described below and with the consent of the Administrative Agent) shall have the right to incur term loans to be made

available to it with respect to the New Commitments described in Section 1 of Part I (as same may be adjusted pursuant to preceding Section 2(a)) at any time or from time to time
prior to the New Commitment Termination Date (such term loans collectively referred to herein as the "Pre-Closing Funded Term Loans"), providedthat
(i) the aggregate amount of such Pre-Closing Funded Term Loans shall not exceed an aggregate principal amount of
E50 million (in the case of amounts expressed in Dollars taking the Euro Equivalent thereof on the respective date of the incurrence by the Borrower of the
Pre-Closing Funded Term Loans) and (ii) the proceeds of such Pre-Closing Funded Term Loans shall be promptly applied by the Borrower in accordance with the terms of the
Credit Agreement to repay any outstanding Revolving Loans and/or Swingline Loans (it being understood and agreed that in no event shall the Borrower be required to prepay such Pre-Closing
Funded Term Loans (other than as otherwise required pursuant to the terms of the Credit Agreement), whether prior to, on or after the New Commitment Termination Date and irrespective of whether or not
the Samas OS Business Acquisition is consummated). In the event that Pre-Closing Funded Term Loans are made, same shall be made in accordance with the requirements of preceding
Section 1 of this Part I,providedthat (i) such Pre-Closing Funded Term Loans shall be extended prior to the
occurrence to the Samas OS Business Acquisition Date, (ii) such Pre-Closing Funded Term Loans may be extended in an amount or amounts which are less than the New Commitments of the
respective lenders (although the aggregate amount of Pre-Closing Funded Term Loans shall be limited to the amounts set forth above in this clause (b) and the aggregate amount of
loans extended pursuant to the New Commitments shall be limited to the amount set forth in Section 1 of Part I of this Second Amendment), (iii) the conditions precedent specified
in Sections 6D.05 and 6D.08 of the Credit Agreement shall not be required to be satisfied at the time of the making of such Pre-Closing Funded Term Loans and (iv) the other
conditions precedent specified in Section 6D of the Credit Agreement shall not be required to be satisfied to the extent same require, or are based upon, the consummation of the Samas OS
Business Acquisition (although all other conditions set forth in Section 6C and 6D of the Credit Agreement shall be required to be satisfied unless, in the case of conditions precedent
specified in Section 6D of the Credit Agreement, same are waived by the respective lender or lenders then making the Pre-Closing Funded Term Loans).

(c) In
connection with the matters described in preceding clauses (a) and (b), the Lenders hereby authorize and instruct the Administrative Agent to enter into,
on their behalf, such amendments and modifications to the Credit Agreement and the other Credit Documents, in each case in form reasonably satisfactory to the Administrative Agent, as is deemed
reasonably necessary or desirable by the Administrative Agent to effect such matters described in preceding clauses (a) and (b),providedthat
the Administrative Agent shall have the right, but not the obligation, to circulate from time to time to the Lenders any such amendments and/or modifications to the Credit Agreement and the other
Credit Documents, whereupon the Lenders shall (and the Lenders hereby agree to), subject only to the prior receipt by the respective Lenders of the Consent Fee (as defined below), promptly execute and
deliver each such amendment or modification, as the case may be, to the Credit Agreement and the other Credit Documents. The Lenders acknowledge and agree that, notwithstanding anything to the
contrary
contained in the Credit Agreement or any other Credit Document, amendments or modifications to the Credit Agreement or any other Credit Document which are required to be executed and delivered by the
Required Lenders or the Required Secured Creditors, as the case may be, may be executed and delivered on their behalf by the Administrative Agent, in each case so long as the consent of the Required
Lenders or the Required Secured Creditors, as the case may be, has been obtained thereto (it being understood and agreed that this Second Amendment provides all necessary authorizations, consents and
instructions to the amendments and modifications to the Credit Agreement and the other Credit Documents described above).

II.  Amendments and Modifications to, and Agreements with Respect to, the Credit Agreement Permitting the Samas OS Business Acquisition.

1.  Notwithstanding
anything to the contrary contained in the Credit Agreement or elsewhere in any Credit Document, the Parent may acquire the Samas OS Business
pursuant to the Samas OS Business Acquisition, such Samas OS Business Acquisition to be consummated (x) directly by the Parent (but only if consented to in advance by the Administrative Agent)
or (y) indirectly by the Parent through one or more of its direct or indirect Wholly-Owned Foreign Subsidiaries (other than Buhrmann Europcenter N.V.), each of which shall be a Subsidiary
Guarantor at the time of the consummation of the Samas OS Business Acquisition,providedthat one or more direct or indirect Wholly-Owned Foreign
Subsidiaries of the Parent which are not Subsidiary Guarantors and are not organized under the laws of any Qualified Jurisdiction shall be permitted, at the election of the Parent, to acquire Equity
Interests in direct or indirect Subsidiaries of Samas being acquired pursuant to the Samas OS Business Acquisition which (i) are organized under the laws of any Non-Qualified
Jurisdiction and (ii) do not, directly or indirectly, hold any Equity Interest in any other Subsidiary of Samas which is being acquired pursuant to the Samas OS Business Acquisition and is
organized under the laws of any Qualified Jurisdiction, so long as the following conditions are satisfied:



III. Other Amendments and Modifications to the Credit Agreement.

1.  On
and after the Second Amendment Effective Date (as defined below), Section 3.01 of the Credit Agreement is hereby amended by adding the following new
clause (h) immediately at the end thereof:



2.  On
and after the Second Amendment Effective Date, Section 4.02(c) of the Credit Agreement is hereby amended by inserting the following phrase immediately
after the phrase "(other than" appearing therein:



3.  On
and after the Second Amendment Effective Date, Section 6 of the Credit Agreement shall be amended by deleting the last paragraph thereof in its entirety
and by inserting the following new text immediately after Section 6C.02 thereof:



4.  On
and after the Second Amendment Effective Date, Section 7.08(a) of the Credit Agreement shall be amended by inserting the following new clause immediately
at the end thereof:



5.  On
and after the Second Amendment Effective Date, Section 8.01 of the Credit Agreement shall be amended by inserting the following new clause at the end
thereof:



6.  On
and after the Second Amendment Effective Date, Section 8.15 of the Credit Agreement shall be amended by inserting the following new clause at the end
thereof:



7.  On
and after the Second Amendment Effective Date, Section 9.05(iii) of the Credit Agreement shall be amended by inserting "(x)" at the beginning
thereof and inserting the following new subclause at the end thereof:



8.  On
and after the Second Amendment Effective Date, Section 9.17(b) of the Credit Agreement shall be amended by deleting the same in its entirety and inserting
in lieu thereof the following:







9.  On
and after the Second Amendment Effective Date, the definition of "$50 Million Permitted Acquisition" appearing in Section 11 of the Credit Agreement shall
be amended by adding the following new sentence immediately at the end thereof:



10. On
and after the Second Amendment Effective Date, the definition of "Permitted Acquired Debt" appearing in Section 11 of the Credit Agreement shall be
amended by adding the following new sentence immediately at the end thereof:



11. On
and after the Second Amendment Effective Date, the definition of "Permitted Acquisition" appearing in Section 11 of the Credit Agreement shall be amended
by adding the following new sentence immediately at the end thereof:



12. On
and after the Second Amendment Effective Date, the definition of "Permitted Acquisition Related Capital Expenditures" contained in Section 11 of the
Credit Agreement shall be amended by adding the following new sentence immediately at the end thereof:



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



IV. Modifications to Agreement with Respect to Permitted Receivables Transaction Authorized by the Lenders Pursuant to the First Amendment to Credit Agreement.

1.  It
is acknowledged that, pursuant to the terms and subject to the conditions set forth in the First Amendment to Credit Agreement, dated as of August 4,
2000, the Lenders have agreed that 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 Ito the First Amendment to Credit Agreement (the
"Lender-Authorized Receivables Transaction"). Notwithstanding anything to the contrary set forth in the First Amendment to Credit Agreement (including Annex Ithereto), the Lenders hereby agree that the Parent (but only if agreed to by the Administrative Agent) shall have the right (the
"Restructuring Right") at any time and from time to time during the period commencing on the Second Amendment Effective Date through December 28,
2001 (including any extensions thereto as provided below, the "Restructuring Period") to restructure, in whole or in part, such Lender-Authorized
Receivables Transaction as an asset-backed commercial paper program in lieu of as an asset-backed medium term notes program,providedthat (i) at
no time during the Restructuring Period shall the aggregate amount outstanding pursuant to such asset-backed commercial paper program exceed E500 million and (ii) at no
time during the Restructuring Period shall the aggregate amount outstanding pursuant to such asset-backed commercial paper program, when added to the aggregate amount outstanding pursuant to such
asset-backed medium term notes program, exceed E800 million as set forth inAnnex Ito the First Amendment to Credit Agreement
(it being understood and agreed, however, that at all times after the expiration of the Restructuring
Period (unless same shall have been extended upon request of the Parent and with the consent of the Administrative Agent), the Parent shall no longer have the Restructuring Right described above and
the Lender-Authorized Receivables Transaction shall be required to be in compliance with the terms and conditions set forth in the First Amendment to Credit Agreement (including Annex Ithereto) without
giving effect to any modifications or other changes thereto permitted pursuant to this Section 1 of Part IV).

V.  Acknowledgment with Respect to Various Credit Documents.

1.  For
avoidance of doubt, each Credit Party hereby acknowledges and confirms its due authorization, execution and delivery of all Credit Documents (each Credit
Document as amended, modified or supplemented through and including the date hereof), including all instruments, financing statements, agreements, certificates and documents executed and delivered in
connection therewith, and hereby ratifies all actions heretofore taken in connection therewith.

2.  Each
Credit Party, by its execution and delivery of a copy of this Second Amendment, hereby consents to the extensions of credit pursuant to the Credit Agreement
(including, without limitation, as amended by this Second Amendment). Each Credit Party further acknowledges and agrees to the provisions of this Second Amendment and hereby agrees for the benefit of
the Lenders that all extensions of credit (including as contemplated by this Second Amendment) pursuant to the Credit Agreement (including, without limitation, as amended by this Second Amendment, and
as same may be further amended, modified or supplemented from time to time) shall be fully entitled to all benefits of, and shall be fully guaranteed and secured pursuant to and in accordance with the
terms of, each of the Credit Documents, as applicable.

VI. Miscellaneous.

1.  In
order to induce the Lenders to enter into this Second 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 Second Amendment
Effective Date and after giving effect to this Second 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) and
(ii) there exists no Default or Event of Default on the Second Amendment Effective Date after giving effect to this Second Amendment.

2.  In
order to induce the Lenders to enter into this Second Amendment, each of the Parent and the Borrower hereby represents and warrants, on each New Term Loan
Borrowing Date, that (x) thepro formafinancial statements furnished pursuant to Section 6D.10 are true and correct in all material
respects (reflecting on apro formabasis the information required to be covered thereby) and (y) it believes that the projections furnished
pursuant to Section 6D.10 are, on the respective New Term Loan Borrowing Date, reasonable and attainable.

3.  This
Second 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.

4.  This
Second 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.

5.THIS SECOND 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.

6.  This
Second Amendment shall become effective on the date (the "Second 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 Second Amendment and the agreements contained herein shall be binding on the successors and assigns of the parties hereto.

7.  From
and after the Second 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, modified or supplemented hereby.

8.  The
Borrower hereby covenants and agrees that, so long as the Second 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 Second Amendment Effective Date or (y) 12:00 p.m. (New York
time) on January 26, 2001 (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 (the "Consent Fee") in
an amount equal to 6.5 basis points (0.065%) 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 Second 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 Second Amendment as of the date first above written.

|BUHRMANN N.V.                                                                         |  | BUHRMANN US INC.                                                     
|------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------
|By:                                                                                   |  | /s/G. DEANName:
Title:                                               
|By:                                                                                   |  | /s/C. BANGMAName:
Title:                                             
|BANKERS TRUST COMPANY,
Individually and as Administrative Agent                       |  | DEUTSCHE BANK SECURITIES INC.,
as Lead Arranger and Sole Book Manager
|By:                                                                                   |  | /s/SUSAN L LE FEVREName:
Title:                                      
|BNP PARIBAS (successor in interest to Paribas),
Individually and as Syndication Agent |  | ABN AMRO BANK N.V.,
Individually and as Documentation Agent          
|By:                                                                                   |  | /s/ERIC TOIZERName:
Title:                                           
|By:                                                                                   |  | /s/LEE S. BUCKNERName:
Title:                                        
|AERIES FINANCE-II LIMITED                                                             |  | AIMCO CDO SERIES 2000-A                                              
|By:                                                                                   |  | INVESCO Senior Secured Management, Inc., as Sub-Managing Agent       
|By:                                                                                   |  | /s/GREGORY STOECKLEName:
Title:                                      

|ALLSTATE LIFE INSURANCE COMPANY |  | ARCHIMEDES FUNDING II, LTD.                                  
|------------------------------- |  | -------------------------------------------------------------
|By:                             |  | /s/ROBERT B. BODETTName:
Title:                              
|By:                             |  | /s/DAVID WALSHName:
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.              |  | ARES IV CLO, LTD.                                            
|By:                             |  | ARES CLO Management L.L.C., as Investment Manager            
|By:                             |  | /s/DAVID A. SACHSName:
Title:                                
|                                |  |                                                              
|AVALON CAPITAL LTD.             |  | AVALON CAPITAL LTD. 2                                        
|By:                             |  | INVESCO Senior Secured Management, Inc., as Portfolio Advisor
|By:                             |  | /s/GREGORY STOECKLEName:
Title:                              
|THE BANK OF NEW YORK            |  | BANK OF MONTREAL                                             
|By:                             |  | /s/ROBERT BESSERName:
Title:                                 

|BANK POLSKA KASA OPIEKI SA, NEW YORK BRANCH |  |                                                                      |  |    
|------------------------------------------- |  | -------------------------------------------------------------------- |  | ---
|By:                                         |  | /s/WILLIAM REYNOLDSName:
Title:                                      |  |    
|BANQUE WORMS CAPITAL CORPORATION            |  | BARCLAYS BANK PLC                                                   
|By:                                         |  | /s/D. PICONName:
Title:                                              |  | By:
|BATTERSON PARK CBO I                        |  | BATTERY PARK CDO, LIMITED                                           
|By:                                         |  | General ReNew England Asset Management, Inc., as Collateral Manager |  | By:
|By:                                         |  | /s/PATRICK M. MACARYName:
Title:                                     |  | By:
|BAY VIEW FINANCIAL CORPORATION              |  | BLACKROCK FINANCIAL MANAGEMENT/ BLACKROCK SENIOR LOAN FUND          
|By:                                         |  | /s/SEAN SPRINGName:
Title:                                           |  | By:
|BLACKROCK TITANIUM CBO I LIMITED            |  | BRANT POINT II CBO 2000-1 LTD.                                      
|By:                                         |  | /s/M WILLIAMSName:
Title:                                            |  | By:
|                                            |  |                                                                      |  | By:
|CAPTIVA FINANCE LTD.                        |  | CARLYLE HIGH YIELD PARTNERS, L.P.                                   
|By:                                         |  | /s/DAVID DYERName:
Title:                                            |  | By:
|CARLYLE HIGH YIELD PARTNERS II, LTD.        |  | CARLYLE HIGH YIELD PARTNERS III, LTD.                               
|By:                                         |  | /s/LINDA M. PACEName:
Title:                                         |  | By:

|CENTURION CDO II, LTD. |  | CERES FINANCE LTD.                                            
|---------------------- |  | --------------------------------------------------------------
|By:                    |  | /s/STEVEN B. STAVERName:
Title:                               
|                       |  |                                                               
|CHARTER VIEW PORTFOLIO |  | CHINATRUST COMMERCIAL BANK, LTD., NEW YORK BRANCH             
|By:                    |  | INVESCO Senior Secured Management, Inc., as Investment Advisor
|By:                    |  | /s/GREGORY STOECKLEName:
Title:                               
|CITIBANK, N.A.         |  | CLYDESDALE CBO I, LTD.                                        
|By:                    |  | /s/AUKE LEENSTRUMName:
Title:                                 
|By:                    |  | /s/MARTIN DAVY/s/MAURA K. CONNORName:
Title:                  
|COMERICA BANK          |  | COMMERZBANK (NEDERLAND) N.V.                                  
|By:                    |  | /s/GEORGE S. GHAREEBName:
Title:                              
|                       |  |                                                               

|AXA Investment Managers for and on behalf of CONCERTO I B.V. |  | COOPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A.                                         
|------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------
|By:                                                          |  | /s/JOCELYNE RALLOName:
Title:                                                                
|By:                                                          |  | /s/JEAN-PIERRE LEONIName:
Title:                                                             
|CREDITANSTALT AG                                             |  | CREDIT INDUSTRIEL ET COMMERCIAL                                                              
|By:                                                          |  | /s/GERMOT HESCHIName:
Title:                                                                 
|By:                                                          |  | /s/THOMAS KLENNERName:
Title:                                                                
|CYPRESSTREE INVESTMENT FUND, LLC                             |  | CYPRESSTREE INVESTMENT PARTNERS I, LTD.                                                      
|By:                                                          |  | CypressTree Investment Management Company, Inc., its Managing Member                         
|By:                                                          |  | /s/JONATHAN D. SHARKEYName:
Title:                                                           
|CYPRESSTREE INVESTMENT PARTNERS II, LTD.                     |  | CYPRESSTREE SENIOR FLOATING RATE FUND                                                        
|By:                                                          |  | CypressTree Investment Management Company, Inc., as Portfolio Manager                        
|By:                                                          |  | /s/JONATHAN D. SHARKEYName:
Title:                                                           
|CYPRESSTREE INVESTMENT MANAGEMENT COMPANY, INC.              |  | DEBT STRATEGIES FUND, INC.                                                                   
|As:                                                          |  | Attorney-in-Fact and on behalf of First Allmerica Life Insurance Company as Portfolio Manager
|By:                                                          |  | /s/JONATHAN D. SHARKEYName:
Title:                                                           

|DEBT STRATEGIES FUND II, INC.                        |  | DANSKE BANK A/S                              
|---------------------------------------------------- |  | ---------------------------------------------
|By:                                                  |  | /s/ANTHONY HAYMANName:
Title:                
|                                                     |  |                                              
|DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES |  | EATON VANCE INSTITUTIONAL SENIOR LOAN        
|By:                                                  |  | /s/GERD LENGFELDName:
Title:                 
|By:                                                  |  | /s/MARCELO BURONEName:
Title:                
|EATON VANCE SENIOR INCOME TRUST                      |  | ELF FUNDING TRUST 1                          
|By:                                                  |  | Eaton Vance Management, as Investment Advisor
|By:                                                  |  | /s/PAYSON F. SWAFFIELDName:
Title:           
|ELT LTD.                                             |  | EMERALD ORCHARD LIMITED                      
|By:                                                  |  | /s/ANN E. MORRISName:
Title:                 
|EUROCREDIT CDO 1 B.V.                                |  | EUROCREDIT CDO 11 B.V.                       
|By:                                                  |  | /s/SARA HALBARDName:
Title:                  
|By:                                                  |  | Name:
Title:                                 
|FC-CBO IV LIMITED                                    |  | FIRST DOMINION FUNDING I                     
|By:                                                  |  | /s/DAVID WATERName:
Title:                   

|FIRST DOMINION FUNDING III                                                                   |  | FIRST UNION NATIONAL BANK                                   
|-------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------
|By:                                                                                          |  | /s/ANDREW H. MARSHAKName:
Title:                            
|Citibank N.A. as Additional Investment Manager for and on behalf of
FIVE FINANCE CORPORATION |  | FLEET NATIONAL BANK                                         
|By:                                                                                          |  | Name:
Title:                                                
|By:                                                                                          |  | Name:
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:                              
|MIZUHO BANK NETHERLAND N.V.                                                                  |  | GALAXY CLO 1999-1, LTD.                                     
|By:                                                                                          |  | /s/TOYOJI KONDOName:
Title:                                 
|By:                                                                                          |  | /s/TETSUO KAMATSUName:
Title:                               
|GENERAL ELECTRIC CAPITAL CORPORATION                                                         |  | GLENEAGLES TRADING LLC                                      
|By:                                                                                          |  | /s/W. JEROME MCDERMOTTName:
Title:                          

|GOLDMAN SACHS CREDIT PARTNERS L.P. |  | GREAT POINT CLO 1999-1 LTD                                    
|---------------------------------- |  | --------------------------------------------------------------
|By:                                |  | /s/DAN ALLENName:
Title:                                      
|                                   |  |                                                               
|HARBOURVIEW CDO II, LTD.           |  | HELLER FINANCIAL INC.                                         
|By:                                |  | Name:
Title:                                                  
|HIGHLAND LEGACY LIMITED            |  | IKB DEUTSCHE INDUSTRIEBANK AG, LUXEMBOURG BRANCH              
|By:                                |  | Highland Capital Management, L.P. as Collateral Manager       
|By:                                |  | /s/TODD TRAVERSName:
Title:                                   
|INCOME STRATEGIES PORTFOLIO        |  | ING BANK N.V.                                                 
|By:                                |  | Name:
Title:                                                  
|                                   |  |                                                               
|INVESCO CBO 2000-1 LTD             |  | THE ING CAPITAL SENIOR SECURED HIGH INCOME FUND HOLDINGS, LTD.
|By:                                |  | INVESCO Senior Secured Management, Inc., as Portfolio Advisor 
|By:                                |  | /s/GREGORY STOECKLEName:
Title:                               

|JHW CASH FLOW FUND I GP, L.P. |  | KATONAH I, LTD.                        
|----------------------------- |  | ---------------------------------------
|By:                           |  | /s/MICHAEL B DEFLORIOName:
Title:      
|KZH CYPRESSTREE-1 LLC         |  | KZH HIGHLAND-2 LLC                     
|By:                           |  | /s/KIMBERLY ROWEName:
Title:           
|KZH ING-1 LLC                 |  | KZH ING-2 LLC                          
|By:                           |  | /s/KIMBERLY ROWEName:
Title:           
|KZH ING-3 LLC                 |  | KZH STERLING LLC                       
|By:                           |  | /s/KIMBERLEY ROWEName:
Title:          
|KZH WATERSIDE LLC             |  | LANDESBANK RHEINLAND-PFALZ GIROZENTRALE
|By:                           |  | /s/KIMBERLY ROWEName:
Title:           
|                              |  |                                        
|LLOYDS TSB BANK PLC           |  | LONGHORN CDO (CAYMAN) LTD.             
|By:                           |  | /s/MARTIN JOHN WRIGHTName:
Title:      
|                              |  |                                        

|MAGNETITE-CBO II                                                    |  | MAPLEWOOD (CAYMAN) LIMITED                                                                                                                  
|------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|By:                                                                 |  | /s/M WILLIAMSName:
Title:                                                                                                                   
|                                                                    |  |                                                                                                                                             
|MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY                         |  | MERRILL LYNCH GLOBAL INVESTMENT SERIES: BANK LOAN INCOME PORTFOLIO                                                                          
|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: INCOME STRATEGIES PORTFOLIO |  | MERRILL LYNCH PRIME RATE PORTFOLIO                                                                                                          
|By:                                                                 |  | Merrill Lynch Investment Managers, L.P., as Investment Advisor                                                                              
|By:                                                                 |  | /s/ANTHONY HEYMANName:
Title:                                                                                                               
|MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.                       |  | ML CLO XII PILGRIM AMERICA (CAYMAN) LTD.                                                                                                    
|By:                                                                 |  | /s/ANTHONY HEYMANName:
Title:                                                                                                               
|                                                                    |  |                                                                                                                                             

|ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.       |  | ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.         
|--------------------------------------------- |  | ------------------------------------------------
|By:                                           |  | Pilgrim Investments, Inc., as Investment Manager
|By:                                           |  | /s/MICHEL PRINCEName:
Title:                    
|MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST |  | NATEXIS BANQUE BFCE                             
|By:                                           |  | /s/SHEILA A. FINNERTYName:
Title:               
|                                              |  |                                                 
|NATIONAL CITY BANK                            |  | NEMEAN CLO, LTD.                                
|By:                                           |  | /s/JOHN PLATERName:
Title:                      
|                                              |  |                                                 
|NIB CAPITAL BANK N.V.                         |  | NOMURA BOND AND LOAN FUND                       
|By:                                           |  | /s/TIM CROSSLEYName:
Title:                     
|By:                                           |  | /s/SCHURLAWName:
Title:                         
|                                              |  |                                                 

|NORTH AMERICAN SENIOR FLOATING RATE FUND |  | OCTAGON INVESTMENT PARTNERS II, LLC                                  
|---------------------------------------- |  | ---------------------------------------------------------------------
|By:                                      |  | CypressTree Investment Management Company, Inc., as Portfolio Manager
|By:                                      |  | /s/JONATHAN D. SHARKEYName:
Title:                                   
|OCTAGON INVESTMENT PARTNERS III, LTD.    |  | OPPENHEIMER SENIOR FLOATING RATE FUND                                
|By:                                      |  | Octagon Credit Investors, LLC as Portfolio 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. CARNES, JRName:
Title:                      
|PROVIDENT CBO, I LIMITED                    |  | THE PRUDENTIAL ASSURANCE COMPANY LIMITED                  
|By:                                         |  | Provident Investment Management, LLC as Collateral Manager
|By:                                         |  | /s/BEN S. MILLERName:
Title:                              
|THE PRUDENTIAL INSURANCE COMPANY OF AMERICA |  | RABOBANK NEDERLAND                                        
|By:                                         |  | /s/B. ROSS SMEADName:
Title:                              
|RAIFFEISEN ZENTRALBANK OSTERREICH AG        |  | SANKATY HIGH YIELD PARTNERS II, LP                        
|By:                                         |  | /s/ASTRID GOBALDName:
Title:                              
|By:                                         |  | /s/PETER BAZILName:
Title:                                

|SCOTIABANK EUROPE PLC                                   |  | SENIOR DEBT PORTFOLIO                                
|------------------------------------------------------- |  | -----------------------------------------------------
|By:                                                     |  | /s/J. A. FLEXERName:
Title:                          
|                                                        |  |                                                      
|SEQUILSING I (HBDGM), LTD.                             |  | SIMSBURY CLO, LIMITED                                
|By:                                                     |  | ING Capital Advisors LLC, as Collateral Manager      
|By:                                                     |  | /s/AMY GRENIERName:
Title:                           
|SRVHIGHLAND, INC.                                      |  | STANFIELD CLO, LTD.                                  
|By:                                                     |  | /s/ANN E. MORRISName:
Title:                         
|                                                        |  |                                                      
|STANFIELD RMF/TRANSATLANTIC CDO, LTD.                   |  | STRATEGIC MANAGED LOAN PORTFOLIO                     
|By:                                                     |  | Stanfield Capital Partners LLC, as Collateral Manager
|By:                                                     |  | /s/GREGORY L. SMITHName:
Title:                      
|THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK BRANCH |  | SUTTER CBO 1999-1 LTD                                
|By:                                                     |  | /s/STEPHEN A. STRATICOName:
Title:                   

|SWISS LIFE US RAINBOW LIMITED            |  | TALCOTT NOTCH CBO I                            
|---------------------------------------- |  | -----------------------------------------------
|By:                                      |  | ING Capital Advisors LLC, as Investment Manager
|By:                                      |  | /s/AMY GRENIERName:
Title:                     
|THERMOPYLAE FUNDING CORP.                |  | TORONTO DOMINION BANK EUROPE LIMITED           
|By:                                      |  | /s/FRANK B. BILOTTAName:
Title:                
|TRANSAMERICA BUSINESS CREDIT CORPORATION |  | TYLER TRADING, INC.                            
|By:                                      |  | /s/STEPHEN K. GOETSCHIUSName:
Title            
|UNICREDITO ITALIANO                      |  | U.S. BANK NATIONAL ASSOCIATION                 
|By:                                      |  | /s/LIE FIName:
Title:                          
|By:                                      |  | /s/SAIYED A. ABBESName:
Title:                 
|WELLS FARGO BANK, N.A.                   |  | WINDSOR LOAN FUNDING, LIMITED                  
|By:                                      |  | /s/S. MICHEL ST. GEMEName:
Title:              
|                                         |  |                                                

|WHITNEY CASH FLOW FUND II GP, L.P.                                        |  | SANKATY ADVISORS, INC.           
|------------------------------------------------------------------------- |  | ---------------------------------
|By:                                                                       |  | /s/MICHAEL B DEFLAGIOName:
Title:
|                                                                          |  |                                  
|SANKATY ADVISORS, INC.                                                    |  |                                  
|as Collateral Manager for GREAT POINT II CBO 1999-1, LTD., as Term Lender |  |                                  
|By:                                                                       |  | /s/DIANE J. EXETERName:
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 Finbelco 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 Nederland B.V.)
Corporate Express Beverwijk B.V.
Corporate Express Europe B.V. (f/k/a BT Office Products Europe 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.
DocVision B.V.
Jonkers International B.V.
KNP Nederland B.V.
KNP Nederland (Holding) B.V.
Papiermaatschappij Amsterdam-West B.V.
Proost en Brandt B.V.
Repro Copiers Nederland B.V.
Rhosili Amsterdam C.V.
Papiergroothandel v/h Riem & Honig B.V.
Riem en Honig Beheer B.V.
Store Office Paper B.V.
Tetterode-Nederland 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:

Buhrmann
Beteiligungen Deutschland GmbH
Buhrmann Holding GmbH & Co. KG
Buhrmann Holding Verwaltungs GmbH
Corporate Express GmbH (f/k/a Keller Büromatic GmbH)
Corporate Express GmbH (f/k/a Büroeinrichtungshaus Röth GmbH)
Corporate Express (Deutschland) GmbH
Corporate Express Deutschland GmbH (f/k/a Buhrmann Office Products Deutschland GmbH)
Corporate Express Deutschland GmbH & Co. Vertriebs KG (f/k/a Buhrmann Office Products GbmH & Co. Vertriebs KG)
Corporate Express Verwaltungs GmbH (f/k/a Buhrmann Office Products Verwaltungs GbmH)
Deutsche Papier Grundstücks GmbH & Co. KG
Deutsche Papier Holding GmbH
Deutsche Papier Vertriebs GmbH
Erich Ortloff GmbH & Co. KG
FSMA Verwaltungs-und Beteiligungs GmbH
Joseph Fröhlen Papiergrosshandlung  Willi Reddemann Import Export GmbH
Reese 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.
BTOP USA Corp.
BTOPI Holding (U.S.)
Buhrmann Swaps, 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/HEIDI VAN DER KOOIJName:
Title:
On Behalf of each of the above Subsidiary Guarantors |  |  |  | 
|--- |  | --------------------------------------------------------------------------------------- |  |  |  | 



ANNEX I

FORM OF ASSUMPTION AGREEMENT

Date:

Reference
is made to the Credit Agreement described in Item 2 ofAnnex Ahereto (as such Credit Agreement may hereafter be amended,
modified or supplemented from time to time, the "Credit Agreement"). Unless defined inAnnex Ahereto,
terms defined in the Credit Agreement are used herein as therein defined.

Each
of Buhrmann N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands, with
official seat in Maastricht, The Netherlands (the "Parent"), and Buhrmann U.S. Inc., a Delaware corporation (the
"Borrower" and, together with the Parent, collectively, the "Buhrmann Entities") and            
(the "New Lender") hereby agree as follows:

1.  In
accordance with the terms of the Credit Agreement (and the Second Amendment thereto), the New Lender hereby acknowledges and agrees that it hereby makes a New
Tranche A Dollar Term Loan Commitment (as defined in the Second Amendment), a New Tranche A Euro Term Loan Commitment (as defined in the Second Amendment), a New Tranche B Dollar Term Loan Commitment
(as defined in the Second Amendment) and/or a New Tranche B Euro Term Loan Commitment (as defined in the Second Amendment), in each case in the respective amount or amounts specified in Item 4 of Annex Ahereto. The New Lender further agrees to make Term Loans (which shall constitute New Tranche A Dollar Term Loans, New Tranche A Dollar Euro
Loans, New Tranche B Dollar Term Loans and/or New Tranche B Euro Term Loans, in accordance with the respective Tranches of the New Commitments) pursuant to its New Commitments (as defined in the
Second Amendment) in accordance with the requirements of the Credit Agreement and the Second Amendment.

2.  The
New Lender acknowledges and agrees that no Agent and no other Lender (i) makes any representation or warranty or assumes any responsibility with respect
to the financial condition of the Buhrmann Entities or any of their Subsidiaries or the performance or observance by the Buhrmann Entities or any of their Subsidiaries of any of their respective
obligations under the Credit Agreement or the other Credit Documents to which they are a party or any other instrument or document furnished pursuant thereto or (ii) makes any representation or
warranty or assumes any responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the other Credit Documents or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or the other Credit Documents or any other instrument or document furnished pursuant thereto.

3.  The
New Lender (i) confirms that it has received a copy of the Credit Agreement, the Second Amendment and the other Credit Documents, together with copies of
the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assumption Agreement;
(ii) agrees that it will, independently and without reliance upon the Administrative Agents or any other Lender and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) confirms that it is (I) an existing Lender under the Credit Agreement,
(II) the parent company and/or any affiliate of an existing Lender under the Credit Agreement which is at least 50% owned by an existing Lender under the Credit Agreement or its parent company,
(III) any fund that invests in bank loans and is managed or advised by the same investment advisor of an existing Lender under the Credit Agreement or by an Affiliate of such investment advisor
or (IV) an Eligible Transferee as defined in the Credit Agreement; (iv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its
behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agents and the Collateral Agent, by the terms thereof, together with
such powers as are reasonably incidental thereto; [and] (v) agrees that it will

perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed by it as a Lender; [and
(vi) to the extent legally entitled to do so, attaches the forms described in Section 13.04(b) of the Credit Agreement.]1

---

4.  Following
the execution of this Assumption Agreement by the Buhrmann Entities and the New Lender, an executed original hereof (together with all attachments) will
be delivered to the Administrative Agent. The effective date of this Assumption Agreement shall be the date of execution hereof by the Buhrmann Entities and the New Lender [, the receipt
of the consent of the
Administrative Agent,]2 [the receipt by the Administrative Agent of the administrative fee referred to in Section 13.04(b) of the Credit
Agreement]3 and the recordation of the assignment effected hereby on the Register by the Administrative Agent as provided in Section 13.17 of the Credit Agreement, or
such later date, if any, which may be specified in Item 5 ofAnnex Ahereto (the "New Commitment Effective
Date").

---

5.  Upon
the delivery of a fully executed original hereof to the Administrative Agent, as of the New Commitment Effective Date, the New Lender shall be a party to the
Credit Agreement and, to the extent provided in this Assumption Agreement, have the rights and obligations of a Lender thereunder and under the other Credit Documents.

6.  It
is agreed that the New Lender shall be entitled to interest on the Loans made by it, in each case at the rates specified in the Credit Agreement, for periods
after such extensions of credit are made by such New Lender pursuant to this Assumption Agreement and the terms of the Credit Agreement.

7.THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Assumption Agreement, as of the date first above written, such execution
also being made onAnnex Ahereto.

| |  | BUHRMANN, N.V.                          
| |  | ----------------------------------------
| |  | By:                                     
| |  |                                         
| |  |                                         
| |  | BUHRMANN US INC., a Delaware corporation
| |  | By:                                     
| |  |                                         
| |  |                                         
| |  | [NAME OF NEW LENDER], as a New Lender   
| |  | By:                                     
| |  |                                         
| |  |                                         

|[Acknowledged and Agreed as of                        ,
            :
|---------------------------------------------------------------------
|BANKERS TRUST COMPANY,
  as Administrative Agent                     
|By:                                                                  
|                                                                     
|                                                                     

---



ANNEX A

ANNEX A FOR ASSUMPTION AGREEMENT



Tranche A
Dollar Term
Loans

Tranche A Euro
Term Loans

Tranche B
Dollar Term
Loans

Tranche B
Euro Term
Loansi.

Aggregate Outstanding Principal Amount for all Lenders (before giving effect to New Commitments):

$


E


$


Eii.

New Commitment of New Lender:

$


E


$


E






|Accepted and Agreed: |  |                |  |                                         
|-------------------- |  | -------------- |  | ----------------------------------------
|[NAME OF NEW LENDER] |  | BUHRMANN, N.V.
|By:                  |  |                |  | By:                                     
|                     |  | Name:          |  |                                         
|                     |  | Title:         |  |                                         
|                     |  |                |  | BUHRMANN US INC., a Delaware corporation
|                     |  |                |  | By:                                     
|                     |  |                |  |                                         
|                     |  |                |  |                                         



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