Exhibit 4.5


EXECUTION VERSION


 




 





REGISTRATION RIGHTS AGREEMENT


 


Dated as of March 2, 2005


 


Among


 


BUHRMANN US INC.


 


and


 


BUHRMANN N.V.


 


and


 


THE OTHER GUARANTORS NAMED
HEREIN


 


as Issuers,


 


and


 


DEUTSCHE BANK SECURITIES INC.,


BNP PARIBAS SECURITIES CORP.


 


and


 


ING BANK N.V., LONDON BRANCH


as Initial Purchasers


 


7 7/8% Senior Subordinated
Notes due 2015




 





 





















 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is dated as of March 2,
2005, among BUHRMANN US INC., a Delaware corporation (the “Company”),
BUHRMANN N.V., a public company with limited liability under the laws of the
Netherlands, and the other entities that are listed on Schedule I hereto (collectively
with any entity that in the future executes a supplemental indenture pursuant
to which such entity agrees to guarantee the Notes (as hereinafter defined),
the “Guarantors” and, together with the Company, the “Issuers”),
and DEUTSCHE BANK SECURITIES INC., BNP PARIBAS SECURITIES CORP. and ING BANK N.V.,
LONDON BRANCH as initial purchasers (the “Initial Purchasers”).


 


This Agreement
is entered into in connection with the Purchase Agreement by and among the Issuers
and the Initial Purchasers, dated as of February 23, 2005 (the “Purchase
Agreement”), which provides for, among other things, the sale by the
Company to the Initial Purchasers of $150,000,000 aggregate principal amount of
the Company’s 7 7/8% Senior Subordinated Notes due 2015 (the “Notes”),
guaranteed by the Guarantors (the “Guarantees”).  The Notes and the Guarantees are collectively
referenced to herein as the “Securities”.  In order to induce the Initial Purchasers to
enter into the Purchase Agreement, the Issuers have agreed to provide the
registration rights set forth in this Agreement for the benefit of the Initial
Purchasers and any subsequent holder or holders of the Securities.  The execution and delivery of this Agreement
is a condition to the Initial Purchasers’ obligation to purchase the Securities
under the Purchase Agreement.


 


The parties
hereby agree as follows:


 


1.                                       Definitions


 


As used in
this Agreement, the following terms shall have the following meanings:


 


Additional
Interest:  See Section 4
hereof.


 


Advice:  See the last paragraph of Section 5
hereof.


 


Agreement:  See the introductory paragraphs hereto.


 


Applicable
Period:  See Section 2(b) hereof.


 


Business Day:  Any day that is not a Saturday, Sunday or a
day on which banking institutions in New York are authorized or required by law
to be closed.


 


Closing Date:  The Closing Date as defined in the Purchase
Agreement.


 


Company:  See the introductory paragraphs hereto.


 


Effectiveness
Date:  The 180th
day after the Issue Date; provided, however, that with respect to
any Shelf Registration, the Effectiveness Date shall be the 60th day after the
Filing


 





















 


Date with
respect thereto; provided  further, however, that if the Effectiveness
Date would otherwise fall on a day that is not a Business Day, then the
Effectiveness Date shall be the next succeeding Business Day.


 


Effectiveness
Period:  See Section 3
hereof.


 


Event Date:  See Section 4 hereof.


 


Exchange Act:  The Securities Exchange Act of 1934, and the rules and
regulations of the SEC promulgated thereunder.


 


Exchange Notes:  See Section 2(a) hereof.


 


Exchange Offer:  See Section 2(a) hereof.


 


Exchange Offer
Registration Statement:  See Section 2(a) hereof.


 


Filing Date:  (A)  If no Exchange Offer
Registration Statement has been filed by the Issuers pursuant to this
Agreement, the 120th day after the Issue Date; and (B) with respect to a
Shelf Registration Statement, the 60th day after the delivery of a Shelf Notice
as required pursuant to Section 2(c) hereof; provided  further,
however, that if the Effectiveness Date would otherwise fall on a day
that is not a Business Day, then the Effectiveness Date shall be the next succeeding
Business Day.


 


Guarantees:  See the introductory paragraphs hereto.


 


Guarantors:  See the introductory paragraphs hereto.


 


Holder:  Any holder of a Registrable Note or Registrable
Notes.


 


Indemnified
Person:  See Section 7(c) hereof.


 


Indemnifying
Persons:  See Section 7(c) hereof.


 


Indenture:  The Indenture, dated as of March 2, 2005,
by and among the Issuers and The Bank of New York, as Trustee, pursuant to
which the Notes are being issued, as amended or supplemented from time to time
in accordance with the terms thereof.


 


Information:  See Section 5(o) hereof.


 


Initial
Purchasers:  See
the introductory paragraphs hereto.


 


Inspectors:  See Section 5(o) hereof.


 


Issue Date:  March 2, 2005, the date of original
issuance of the Notes.


 


Issuers:  See the introductory paragraphs hereto.


 


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NASD:  See Section 5(s) hereof.


 


Notes:  See the introductory paragraphs hereto.


 


Participant:  See Section 7(a) hereof.


 


Participating
Broker-Dealer: 
See Section 2(b) hereof.


 


Person:  An individual, trustee, corporation,
partnership, limited liability company, joint stock company, trust, unincorporated
association, union, business association, firm or other legal entity.


 


Private
Exchange:  See Section 2(b) hereof.


 


Private
Exchange Notes: 
See Section 2(b) hereof.


 


Prospectus:  The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance
upon Rule 430A under the Securities Act and any term sheet filed pursuant
to Rule 434 under the Securities Act), as amended or supplemented by any
prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.


 


Purchase
Agreement:  See
the introductory paragraphs hereof.


 


Records:  See Section 5(o) hereof.


 


Registrable
Notes:  Each
Note upon its original issuance and at all times subsequent thereto, each
Exchange Note (and the related Guarantees) as to which Section 2(c)(iv) hereof
is applicable upon original issuance and at all times subsequent thereto and
each Private Exchange Note (and the related Guarantees) upon original issuance
thereof and at all times subsequent thereto, until the earliest to occur of (i) a
Registration Statement (other than, with respect to any Exchange Note as to
which Section 2(c)(iv) hereof is applicable, the Exchange Offer
Registration Statement) covering such Note, Exchange Note or Private Exchange
Note has been declared effective by the SEC and such Note, Exchange Note or
such Private Exchange Note (and the related Guarantees), as the case may be,
has been disposed of in accordance with such effective Registration Statement, (ii) such
Note has been exchanged pursuant to the Exchange Offer for an Exchange Note or
Exchange Notes (and the related Guarantees) that may be resold (or, but for the
status of such Holder as an affiliate of the Issuers under Rule 405, could
be resold) without restriction under state and federal securities laws, (iii) such
Note, Exchange Note or Private Exchange Note (and the related Guarantees), as
the case may be, ceases to be outstanding for purposes of the Indenture, or (iv) such
Note, Exchange Note or Private Exchange Note (and the related Guarantees), as
the case may be, in the reasonable opinion of the Company, may be resold
without restriction pursuant to Rule 144(k) (as amended or replaced) under
the Securities Act.


 


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Registration
Statement:  Any
registration statement of the Issuers that covers any of the Notes, the
Exchange Notes or the Private Exchange Notes (and the related Guarantees) filed
with the SEC under the Securities Act, including the Prospectus, amendments and
supplements to such registration statement, including post-effective amendments,
all exhibits, and all material incorporated by reference or deemed to be
incorporated by reference in such registration statement.


 


Rule 144:  Rule 144 under the Securities Act.


 


Rule 144A:  Rule 144A under the Securities Act.


 


Rule 405:  Rule 405 under the Securities Act.


 


Rule 415:  Rule 415 under the Securities Act.


 


Rule 424:  Rule 424 under the Securities Act.


 


SEC:  The U.S. Securities and Exchange Commission.


 


Securities:  See the introductory paragraphs hereto.


 


Securities Act:  The Securities Act of 1933, and the rules and
regulations of the SEC promulgated thereunder.


 


Shelf Notice:  See Section 2(c) hereof.


 


Shelf
Registration: 
See Section 3(a) hereof.


 


TIA:  The Trust Indenture Act of 1939, as amended.


 


Trustee:  The trustee under the Indenture and the
trustee (if any) under any indenture governing the Exchange Notes and Private
Exchange Notes (and the related Guarantees).


 


Underwritten
registration or underwritten offering:  A registration in which securities of one or
more of the Issuers are sold to an underwriter for reoffering to the public.


 


Except as
otherwise specifically provided, all references in this Agreement to acts,
laws, statutes, rules, regulations, releases, forms, no-action letters and
other regulatory requirements (collectively, “Regulatory Requirements”)
shall be deemed to refer also to any amendments thereto and all subsequent
Regulatory Requirements adopted as a replacement thereto having substantially
the same effect therewith; provided that Rule 144 shall not be deemed
to amend or replace Rule 144A.


 


2.                                       Exchange
Offer


 


(a)                                  The
Issuers shall file with the SEC, no later than the Filing Date, a Registration
Statement (the “Exchange Offer Registration Statement”) on an
appropriate registration form with respect to a registered offer (the “Exchange
Offer”) to exchange any and all of the


 


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Registrable Notes for a like
aggregate principal amount of debt securities of the Company, guaranteed by the
Guarantors, that are identical in all material respects to the Securities,
except that (i) the Exchange Notes shall contain no restrictive legend
thereon (the “Exchange Notes”), (ii) no Additional Interest will
ever accrue or be paid with respect to the Exchange Notes; and (iii) interest
thereon shall accrue from the last date on which interest was paid on the Notes
or, if no such interest has been paid, from the Issue Date, and which are
entitled to the benefits of the Indenture or a trust indenture which is
identical in all material respects to the Indenture (other than such changes to
the Indenture or any such identical trust indenture as are necessary to comply
with the TIA) and which, in either case, has been qualified under the TIA.  The Exchange Offer shall comply with all
applicable tender offer rules and regulations under the Exchange Act and
other applicable laws.  The Issuers shall
use their reasonable best efforts to (x) cause the Exchange Offer
Registration Statement to be declared effective under the Securities Act on or
before the Effectiveness Date; (y) keep the Exchange Offer open for at
least 30 days (or longer if required by applicable law) after the date that
notice of the Exchange Offer is mailed to Holders; and (z) consummate the
Exchange Offer on or prior to the 210th day following the Issue Date.  If, after the Exchange Offer Registration
Statement is initially declared effective by the SEC, the Exchange Offer or the
issuance of the Exchange Notes thereunder is interfered with by any stop order,
injunction or other order or requirement of the SEC or any other governmental
agency or court, the Exchange Offer Registration Statement shall be deemed not
to have become effective for purposes of this Agreement, unless such
interference is cured within 30 Business Days.


 


Each Holder
(including, without limitation, each Participating Broker-Dealer) who
participates in the Exchange Offer will be required to represent to the Company
in writing (which may be contained in the applicable letter of transmittal)
that:  (i) any Exchange Notes acquired
in exchange for Registrable Notes tendered is being acquired in the ordinary
course of business of the Person receiving such Exchange Notes, whether or not
such recipient is such Holder itself; (ii) neither such Holder nor, to the
actual knowledge of such Holder, any other Person receiving Exchange Notes from
such Holder is engaging in or intends to engage in a distribution of the
Exchange Notes; (iii) at the time of the consummation of the Exchange
Offer neither such Holder nor, to the actual knowledge of such Holder, any
other Person receiving Exchange Notes from such Holder has an arrangement or
understanding with any Person to participate in the distribution of the
Exchange Notes in violation of the provisions of the Securities Act; (iv) neither
the Holder nor, to the actual knowledge of such Holder, any other Person is an “affiliate”
(as defined in Rule 405) of the Company or, if it is an affiliate of the
Company, it will comply with the registration and prospectus delivery requirements
of the Securities Act to the extent applicable; and (v) if such Holder is
a Participating Broker-Dealer, such Holder has acquired the Registrable Notes
as a result of market-making activities or other trading activities and that it
will comply with the applicable provisions of the Securities Act (including,
but not limited to, the prospectus delivery requirements thereunder).


 


Upon
consummation of the Exchange Offer in accordance with this Section 2, the
provisions of this Agreement shall continue to apply, mutatis  mutandis,
solely with respect to Registrable Notes that are Private Exchange Notes,
Exchange Notes as to which Section 2(c)(iv) is applicable and
Exchange Notes held by Participating Broker-Dealers, and the Issuers shall have
no further obligation to register Registrable Notes (other than Private Exchange
Notes and Exchange Notes as to which clause 2(c)(iv) hereof applies)
pursuant to Section 3 hereof.


 


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No securities
other than the Exchange Notes shall be included in the Exchange Offer
Registration Statement.


 


(b)                                 The
Issuers shall include within the Prospectus contained in the Exchange Offer
Registration Statement a section entitled “Plan of Distribution,”
reasonably acceptable to the Initial Purchasers, which shall contain a summary
statement of the positions taken or policies made by the staff of the SEC with
respect to the potential “underwriter” status of any broker-dealer that is the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes
received by such broker-dealer in the Exchange Offer (a “Participating
Broker-Dealer”), whether such positions or policies have been publicly disseminated
by the staff of the SEC or such positions or policies represent the prevailing
views of the staff of the SEC.  Such “Plan
of Distribution” section shall also expressly permit, to the extent
permitted by applicable policies and regulations of the SEC, the use of the
Prospectus by all Persons subject to the prospectus delivery requirements of
the Securities Act, including, to the extent permitted by applicable policies
and regulations of the SEC, all Participating Broker-Dealers, and include a
statement describing the means by which Participating Broker-Dealers may resell
the Exchange Notes in compliance with the Securities Act.


 


The Issuers
shall use their best efforts to keep the Exchange Offer Registration Statement
effective and to amend and supplement the Prospectus contained therein in order
to permit such Prospectus to be lawfully delivered by all Persons subject to
the prospectus delivery requirements of the Securities Act for such period of
time as is necessary to comply with applicable law in connection with any
resale of the Exchange Notes; provided, however, that such period
shall not be required to exceed 180 days or such longer period if extended
pursuant to the last paragraph of Section 5 hereof (the “Applicable Period”).


 


If, prior to
consummation of the Exchange Offer, the Initial Purchasers hold any Notes
acquired by them that have the status of an unsold allotment in the initial
distribution, the Issuers upon the request of the Initial Purchasers shall
simultaneously with the delivery of the Exchange Notes issue and deliver to the
Initial Purchasers, in exchange (the “Private Exchange”) for such Notes
held by any such Holder, a like principal amount of notes (the “Private
Exchange Notes”) of the Issuers, guaranteed by the Guarantors, that are
identical in all material respects to the Exchange Notes except for the placement
of a restrictive legend on such Private Exchange Notes.  The Private Exchange Notes shall be issued
pursuant to the same indenture as the Exchange Notes and bear the same CUSIP
number as the Exchange Notes.


 


In connection
with the Exchange Offer, the Issuers shall:


 


(1)                                  mail, or cause to be
mailed, to each Holder of record entitled to participate in the Exchange Offer
a copy of the Prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and related documents;


 


(2)                                  use their reasonable
best efforts to keep the Exchange Offer open for not less than 30 days after
the date that notice of the Exchange Offer is mailed to Holders (or longer if
required by applicable law);


 


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(3)                                  utilize the services
of a depositary for the Exchange Offer with an address in the Borough of
Manhattan, The City of New York;


 


(4)                                  permit Holders to
withdraw tendered Securities at any time prior to the close of business, New
York time, on the last Business Day on which the Exchange Offer remains open;
and


 


(5)                                  otherwise comply in
all material respects with all applicable laws, rules and regulations.


 


As soon as
practicable after the close of the Exchange Offer and the Private Exchange, if
any, the Issuers shall:


 


(1)                                  accept for exchange
all Registrable Notes validly tendered and not validly withdrawn pursuant to
the Exchange Offer and the Private Exchange, if any;


 


(2)                                  deliver to the
Trustee for cancellation all Registrable Notes so accepted for exchange; and


 


(3)                                  cause the Trustee to
authenticate and deliver promptly to each Holder of Securities, Exchange Notes
or Private Exchange Notes, as the case may be, equal in principal amount to the
Securities of such Holder so accepted for exchange; provided that, in
the case of any Securities held in global form by a depositary, authentication
and delivery to such depositary of one or more replacement Securities in global
form in an equivalent principal amount thereto for the account of such Holders
in accordance with the Indenture shall satisfy such authentication and delivery
requirement.


 


The Exchange
Offer and the Private Exchange shall not be subject to any conditions, other
than that (i) the Exchange Offer or Private Exchange, as the case may be,
does not violate applicable law or any applicable interpretation of the staff
of the SEC; (ii) no action or proceeding shall have been instituted or
threatened in any court or by any governmental agency which might materially
impair the ability of the Issuers to proceed with the Exchange Offer or the
Private Exchange, and no material adverse development shall have occurred in
any existing action or proceeding with respect to the Issuers; (iii) all
governmental approvals shall have been obtained, which approvals the Issuers
deem necessary for the consummation of the Exchange Offer or Private Exchange;
and (iv) the conditions precedent to the Issuers’ obligations under this
Agreement shall have been fulfilled.


 


The Exchange
Notes and the Private Exchange Notes shall be issued under (i) the
Indenture or (ii) an indenture identical in all material respects to the
Indenture and which, in either case, has been qualified under the TIA or is
exempt from such qualification and shall provide that the Exchange Notes shall
not be subject to the transfer restrictions set forth in the Indenture.  The Indenture or such indenture shall provide
that the Exchange Notes, the Private Exchange Notes and the Securities shall
vote and consent together on all matters as one class and that none of the
Exchange Notes, the Private Exchange Notes or the Securities will have the
right to vote or consent as a separate class on any matter.


 


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(c)                                  If,
(i) because of any change in law or in currently prevailing
interpretations of the staff of the SEC, the Issuers are not permitted to
effect the Exchange Offer, (ii) the Exchange Offer is not consummated on
or prior to the 210th day after the Issue Date, (iii) any holder of Private
Exchange Notes so requests to the Company in writing after the consummation of
the Private Exchange, or (iv) in the case of any Holder that participates
in the Exchange Offer, such Holder does not receive Exchange Notes on the date
of the exchange that may be sold without restriction under state and federal
securities laws (other than due solely to the status of such Holder as an
affiliate of the Issuers under Rule 405) and such Holder so requests, then
in the case of each of clauses (i) to and including (iv) of this
sentence, the Issuers shall promptly deliver to the Holders and the Trustee
written notice thereof (the “Shelf Notice”) and shall file a Shelf
Registration pursuant to Section 3 hereof.


 


3.                                       Shelf
Registration


 


If at any time
a Shelf Notice is delivered as contemplated by Section 2(c) hereof,
then:


 


(a)                                  Shelf Registration.  The Issuers shall as promptly as practicable
file with the SEC a Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415 covering all of the Registrable
Notes (the “Shelf Registration”). 
If the Issuers shall not have yet filed an Exchange Offer Registration
Statement, the Issuers shall use their best efforts to file with the SEC the
Shelf Registration on or prior to the Filing Date.  The Shelf Registration shall be on Form F-1
or another appropriate form permitting registration of such Registrable Notes
for resale by Holders in the manner or manners designated by them (including,
without limitation, one or more underwritten offerings).  The Issuers shall not permit any securities
other than the Registrable Notes and the Guarantees to be included in the Shelf
Registration.


 


The Issuers
shall use their reasonable best efforts to cause the Shelf Registration to be
declared effective under the Securities Act on or prior to the Effectiveness
Date and to keep the Shelf Registration continuously effective under the
Securities Act until the date that is two years from the Issue Date or such
shorter period ending when all Registrable Notes covered by the Shelf
Registration have been sold in the manner set forth and as contemplated in the
Shelf Registration (the “Effectiveness Period”); provided, however,
that the Effectiveness Period in respect of the Shelf Registration shall be
extended to the extent required to permit dealers to comply with the applicable
prospectus delivery requirements of Rule 174 under the Securities Act and
as otherwise provided therein.


 


(b)                                 Withdrawal of Stop
Orders.  If the Shelf Registration
ceases to be effective for any reason at any time during the Effectiveness
Period (other than because of the sale of all of the securities registered
thereunder), the Issuers shall use their best efforts to obtain the prompt
withdrawal of any order suspending the effectiveness thereof.


 


(c)                                  Supplements and
Amendments.  The Issuers shall
promptly supplement and amend the Shelf Registration if required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of a majority in aggregate principal


 


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amount of the Registrable Notes (or their
counsel) covered by such Registration Statement with respect to the information
included thereon with respect to one or more of such Holders, or by any underwriter
of such Registrable Notes with respect to the information included thereon with
respect to such underwriter.


 


(d)                                 Notwithstanding the
foregoing, the Company, upon advising the Initial Purchasers, may suspend the
use of the prospectus included in any Shelf Registration in the event that and
for a period of time (the “Shelf Blackout Period”) not to exceed an
aggregate of ninety days in any twelve-month period if (1) the Supervisory
Board of Directors of Buhrmann N.V. determines that the premature disclosure of
a material event at such time would have a material adverse effect on the
business, operations or prospects of Buhrmann N.V. or the Issuer or (2) the
disclosure otherwise relates to a material business transaction which has not
been publicly disclosed and the Supervisory Board of Directors of Buhrmann N.V.
determines that any such disclosure would jeopardize the success of such
transaction; provided that, upon the termination of such Shelf Blackout
Period, the Company promptly shall advise the Initial Purchasers that such
Shelf Blackout Period has been terminated.


 


4.                                       Additional
Interest


 


(a)                                  The
Issuers and the Initial Purchasers agree that the Holders will suffer damages
if the Issuers fail to fulfill their obligations under Section 2 or Section 3
hereof and that it would not be feasible to ascertain the extent of such
damages with precision.  Accordingly, the
Issuers agree to pay, as liquidated damages, additional interest on the Notes (“Additional
Interest”) under the circumstances and to the extent set forth below (each
of which shall be given independent effect):


 


(i)                                     if (A) neither
the Exchange Offer Registration Statement nor the Shelf Registration has been
filed on or prior to the applicable Filing Date or (B) notwithstanding
that the Issuers have consummated or will consummate the Exchange Offer, the
Issuers are required to file a Shelf Registration and such Shelf Registration
is not filed on or prior to the Filing Date applicable thereto, then,
commencing on the day after any such Filing Date, Additional Interest shall
accrue on the principal amount of the Securities at a rate of 0.50% per annum
for the first 90 days immediately following each such Filing Date, and
such Additional Interest rate shall increase by an additional 0.50% per annum
at the beginning of each subsequent 90-day period; or


 


(ii)                                  if (A) neither
the Exchange Offer Registration Statement nor the Shelf Registration is
declared effective by the SEC on or prior to the relevant Effectiveness Date or
(B) notwithstanding that the Issuers have consummated or will consummate
the Exchange Offer, the Issuers are required to file a Shelf Registration and
such Shelf Registration is not declared effective by the SEC on or prior to the
Effectiveness Date in respect of such Shelf Registration, then, commencing on
the day after such Effectiveness Date, Additional Interest shall accrue on the
principal amount of the Securities at a rate of 0.50% per annum for the first
90 days immediately following the day after such Effectiveness Date, and such
Additional Interest rate shall increase by an additional 0.50% per annum at the
beginning of each subsequent 90-day period; or


 


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(iii)                               if (A) the Issuers
have not exchanged Exchange Notes for all Securities validly tendered in
accordance with the terms of the Exchange Offer on or prior to the 210th day
after the Issue Date or (B) if applicable, a Shelf Registration has been declared
effective and such Shelf Registration ceases to be effective at any time during
the Effectiveness Period, except in the case of a Shelf Blackout Period, then
Additional Interest shall accrue on the principal amount of the Securities at a
rate of 0.50% per annum for the first 90 days commencing on (x) the 210th
day after the Issue Date, in the case of (A) above, or (y) the day
such Shelf Registration ceases to be effective in the case of (B) above,
and such Additional Interest rate shall increase by an additional 0.50% per annum
at the beginning of each such subsequent 90-day period;


 


provided,
however, that the Additional Interest rate on the Notes may not accrue
under more than one of the foregoing clauses (i)-(iii) at any one time and
may not exceed at any one time in the aggregate 1.00% per annum; provided,
further, that if the Shelf Registration Statement ceases to be effective
in the case of clause (iii)(B) above on account of a Shelf Blackout Period,
Additional Interest will cease to accrue during such Shelf Blackout Period; provided,
further, however, that (1) upon the filing of the applicable
Exchange Offer Registration Statement or the Shelf Registration as required
hereunder (in the case of clause (i) above of this Section 4(a)),
(2) upon the effectiveness of the Exchange Offer Registration Statement or
the Shelf Registration Statement as required hereunder (in the case of
clause (ii) of this Section 4), or (3) upon the exchange of
the applicable Exchange Notes for all Securities tendered (in the case of
clause (iii)(A) of this Section 4), or upon the effectiveness of
the Shelf Registration Statement which had ceased to remain effective (in the
case of clause (iii)(B) of this Section 4), Additional Interest
on the Notes in respect of which such events relate as a result of such clause
(or the relevant subclause thereof), as the case may be, shall cease to
accrue.  A confidential submission to the
SEC shall qualify as a filing for purposes of the filing deadlines above.


 


(b)                                 The
Issuers shall notify the Trustee within one Business Day after each and every
date on which an event occurs in respect of which Additional Interest is
required to be paid (an “Event Date”). 
Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or
(a)(iii) of this Section 4 will be payable in cash semiannually on
each March 1 and September 1 (to the holders of record on the February 15
and August 15 immediately preceding such dates), commencing with the first
such date occurring after any such Additional Interest commences to
accrue.  The amount of Additional
Interest will be determined by multiplying the applicable Additional Interest
rate by the principal amount of the Registrable Notes, multiplied by a
fraction, the numerator of which is the number of days such Additional Interest
rate was applicable during such period (determined on the basis of a 360-day
year comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.


 


5.                                       Registration
Procedures


 


In connection
with the filing of any Registration Statement pursuant to Section 2 or 3
hereof, the Issuers shall effect such registrations to permit the sale of the
securities covered thereby in accordance with the intended method or methods of
disposition thereof, and pursuant


 


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thereto and in
connection with any Registration Statement filed by the Issuers hereunder each
of the Issuers shall:


 


(a)                                  Prepare and file with
the SEC prior to the Filing Date a Registration Statement or Registration
Statements as prescribed by Section 2 or 3 hereof, and use its reasonable
best efforts to cause each such Registration Statement to become effective and
remain effective as provided herein; provided, however, that if (1) such
filing is pursuant to Section 3 hereof, or (2) a Prospectus contained
in the Exchange Offer Registration Statement filed pursuant to Section 2
hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period relating thereto, before filing any Registration Statement or
Prospectus or any amendments or supplements thereto, the Issuers shall furnish
to and afford the Holders of the Registrable Notes included in such Registration
Statement (with respect to a Registration Statement filed pursuant to Section 3
hereof) or each such Participating Broker-Dealer (with respect to any such Registration
Statement), as the case may be, their counsel and the managing underwriters, if
any, a reasonable opportunity to review copies of all such documents (including
copies of any documents to be incorporated by reference therein and all
exhibits thereto) proposed to be filed (in each case at least five business
days prior to such filing, or such later date as is reasonable under the
circumstances).  The Issuers shall not
file any Registration Statement or Prospectus or any amendments or supplements
thereto if the Holders of a majority in aggregate principal amount of the
Registrable Notes included in such Registration Statement, their counsel, or
the managing underwriters, if any, shall reasonably object on a timely basis.


 


(b)                                 Prepare and file with
the SEC such amendments and post-effective amendments to each Shelf
Registration Statement or Exchange Offer Registration Statement, as the case
may be, as may be necessary to keep such Shelf Registration Statement or
Exchange Offer Registration Statement continuously effective for the
Effectiveness Period or the Applicable Period, respectively; cause the related
Prospectus to be supplemented by any Prospectus supplement required by
applicable law, and as so supplemented to be filed pursuant to Rule 424;
and comply with the provisions of the Securities Act and the Exchange Act
applicable to each of them with respect to the disposition of all securities
covered by such Registration Statement as so amended or in such Prospectus as
so supplemented and with respect to the subsequent resale of any securities
being sold by a Participating Broker-Dealer covered by any such Prospectus.  The Issuers shall be deemed not to have used
their reasonable best efforts to keep a Registration Statement effective during
the Effectiveness Period or the Applicable Period, as the case may be, relating
thereto if any Issuer voluntarily takes any action that would result in selling
Holders of the Registrable Notes covered thereby or Participating
Broker-Dealers seeking to sell Exchange Notes not being able to sell such
Registrable Notes or such Exchange Notes during that period unless such action
is required by applicable law or permitted by this Agreement.


 


(c)                                  If (1) a Shelf
Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating


 


11





















 


Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period relating thereto from whom any Issuer has
received written notice that it will be a Participating Broker-Dealer in the
Exchange Offer, notify the selling Holders of Registrable Notes (with respect
to a Registration Statement filed pursuant to Section 3 hereof), or each
such Participating Broker-Dealer (with respect to any such Registration
Statement), as the case may be, their counsel and the managing underwriters, if
any, promptly (but in any event within three business days), and confirm such
notice in writing, (i) when a Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to a Registration
Statement or any post-effective amendment, when the same has become effective
under the Securities Act (including in such notice a written statement that any
Holder may, upon request, obtain, at the sole expense of the Issuers, one
conformed copy of such Registration Statement or post-effective amendment
including financial statements and schedules, documents incorporated or deemed to
be incorporated by reference and exhibits), (ii) of the issuance by the
SEC of any stop order suspending the effectiveness of a Registration Statement
or of any order preventing or suspending the use of any preliminary prospectus
or the initiation of any proceedings for that purpose, (iii) if at any
time when a prospectus is required by the Securities Act to be delivered in
connection with sales of the Registrable Notes or resales of Exchange Notes by
Participating Broker-Dealers the representations and warranties of the Issuers
contained in any agreement (including any underwriting agreement) contemplated
by Section 5(n) hereof cease to be true and correct in all material
respects, (iv) of the receipt by any Issuer of any notification with
respect to the suspension of the qualification or exemption from qualification
of a Registration Statement or any of the Registrable Notes or the Exchange
Notes to be sold by any Participating Broker-Dealer for offer or sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose, (v) of the happening of any event, the existence of any condition
or any information becoming known that makes any statement made in such
Registration Statement or related Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect
or that requires the making of any changes in or amendments or supplements to
such Registration Statement, Prospectus or documents so that, in the case of
the Registration Statement, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and that in the
case of the Prospectus, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and (vi) of the Issuers’ determination
that a post-effective amendment to a Registration Statement would be
appropriate.


 


(d)                                 Use its reasonable
best efforts to prevent the issuance of any order suspending the effectiveness
of a Registration Statement or of any order preventing or suspending the use of
a Prospectus or suspending the qualification (or exemption from qualification)
of any of the Registrable Notes or the Exchange Notes to be sold by any Participating
Broker-Dealer, for sale in any jurisdiction, and, if any such order is issued,
to use its reasonable best efforts to obtain the withdrawal of any such order
at the earliest practicable date.


 


12





















 


(e)                                  If a Shelf
Registration is filed pursuant to Section 3 and if reasonably requested during
the Effectiveness Period by the managing underwriter or underwriters (if any),
the Holders of a majority in aggregate principal amount of the Registrable
Notes being sold in connection with an underwritten offering or any
Participating Broker-Dealer, (i) as promptly as practicable incorporate in
a prospectus supplement or post-effective amendment such information as the
managing underwriter or underwriters (if any), such Holders, any Participating
Broker-Dealer or counsel for any of them reasonably request to be included
therein, (ii) make all required filings of such prospectus supplement or
such post-effective amendment as soon as practicable after the Company has
received notification of the matters to be incorporated in such prospectus
supplement or post-effective amendment, and (iii) supplement or make
amendments to such Registration Statement.


 


(f)                                    If (1) a Shelf
Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, furnish to each selling Holder of Registrable Notes (with
respect to a Registration Statement filed pursuant to Section 3 hereof)
and to each such Participating Broker-Dealer who so requests (with respect to
any such Registration Statement) and to their respective counsel and each
managing underwriter, if any, at the sole expense of the Issuers, one conformed
copy of the Registration Statement or Registration Statements and each
post-effective amendment thereto, including financial statements and schedules,
and, if requested, all documents incorporated or deemed to be incorporated therein
by reference and all exhibits.


 


(g)                                 If (1) a Shelf
Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, deliver to each selling Holder of Registrable Notes
(with respect to a Registration Statement filed pursuant to Section 3
hereof), or each such Participating Broker-Dealer (with respect to any such
Registration Statement), as the case may be, their respective counsel, and the
underwriters, if any, at the sole expense of the Issuers, as many copies of the
Prospectus or Prospectuses (including each form of preliminary prospectus) and
each amendment or supplement thereto and any documents incorporated by reference
therein as such Persons may reasonably request; and, subject to the last
paragraph of this Section 5, the Issuers hereby consent to the use of such
Prospectus and each amendment or supplement thereto by each of the selling
Holders of Registrable Notes or each such Participating Broker-Dealer, as the
case may be, and the underwriters or agents, if any, and dealers, if any, in
connection with the offering and sale of the Registrable Notes covered by, or
the sale by Participating Broker-Dealers of the Exchange Notes pursuant to,
such Prospectus and any amendment or supplement thereto.


 


(h)                                 Prior to any public
offering of Registrable Notes or Exchange Notes or any delivery of a Prospectus
contained in the Exchange Offer Registration Statement by


 


13





















 


any Participating Broker-Dealer who seeks to
sell Exchange Notes during the Applicable Period, use its reasonable best
efforts to register or qualify, and to cooperate with the selling Holders of
Registrable Notes or each such Participating Broker-Dealer, as the case may be,
the managing underwriter or underwriters, if any, and their respective counsel
in connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Notes for offer and sale
under the securities or Blue Sky laws of such jurisdictions within the United
States as any selling Holder, Participating Broker-Dealer, or the managing
underwriter or underwriters reasonably request in writing; provided, however,
that where Exchange Notes held by Participating Broker-Dealers or Registrable
Notes are offered other than through an underwritten offering, the Issuers
agree to cause their counsel to perform Blue Sky investigations and file
registrations and qualifications required to be filed pursuant to this Section 5(h),
keep each such registration or qualification (or exemption therefrom) effective
during the period such Registration Statement is required to be kept effective
and do any and all other acts or things reasonably necessary or advisable to
enable the disposition in such jurisdictions of the Exchange Notes held by
Participating Broker-Dealers or the Registrable Notes covered by the applicable
Registration Statement; provided, however, that no Issuer shall
be required to (A) qualify generally to do business in any jurisdiction
where it is not then so qualified, (B) take any action that would subject
it to general service of process in any such jurisdiction where it is not then
so subject, or (C) subject itself to taxation in excess of a nominal
dollar amount in any such jurisdiction where it is not then so subject.


 


(i)                                     If a Shelf Registration
is filed pursuant to Section 3 hereof, cooperate with the selling Holders
of Registrable Notes and the managing underwriter or underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing
Registrable Notes to be sold, which certificates shall not bear any restrictive
legends and shall be in a form eligible for deposit with The Depository Trust
Company; and enable such Registrable Notes to be in such denominations (subject
to applicable requirements contained in the Indenture) and registered in such
names as the managing underwriter or underwriters, if any, or Holders may request.


 


(j)                                     Use their
reasonable best efforts to cause the Registrable Notes covered by the
Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be reasonably necessary to enable
the seller or sellers thereof or the underwriter or underwriters, if any, to
consummate the disposition of such Registrable Notes, except as may be required
solely as a consequence of the nature of such selling Holder’s business, in
which case the Issuers will cooperate in all reasonable respects with the
filing of such Registration Statement and the granting of such approvals.


 


(k)                                  If (1) a Shelf
Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, upon the occurrence of any event
contemplated by Section 5(c)(v) or 5(c)(vi) hereof, as promptly
as practicable (except, in the case of a Shelf Registration, during a Shelf
Blackout Period) prepare and (subject to Section 5(a) hereof) file
with the SEC, at the sole expense of the


 


14





















 


Issuers, a supplement or post-effective
amendment to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference, or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Notes being sold thereunder (with respect
to a Registration Statement filed pursuant to Section 3 hereof) or to the
purchasers of the Exchange Notes to whom such Prospectus will be delivered by a
Participating Broker-Dealer (with respect to any such Registration Statement),
any such Prospectus will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading.


 


(l)                                     Use its reasonable
best efforts to cause the Registrable Notes covered by a Registration Statement
or the Exchange Notes, as the case may be, to be rated with the appropriate
rating agencies, if so requested by the Holders of a majority in aggregate
principal amount of Registrable Notes covered by such Registration Statement or
the Exchange Notes, as the case may be, or the managing underwriter or underwriters,
if any.


 


(m)                               Prior to the effective
date of the first Registration Statement relating to the Registrable Notes, (i) provide
the Trustee with certificates for the Registrable Notes in a form eligible for
deposit with The Depository Trust Company and (ii) provide a CUSIP number
for the Registrable Notes.


 


(n)                                 In connection with any
underwritten offering of Registrable Notes pursuant to a Shelf Registration,
enter into an underwriting agreement as is customary in underwritten offerings
of debt securities similar to the Securities in form and substance reasonably
satisfactory to the Issuers, and take all such other actions as are reasonably
requested by the managing underwriter or underwriters in order to expedite or
facilitate the registration or the disposition of such Registrable Notes and,
in such connection, (i) make such representations and warranties to, and
covenants with, the underwriters with respect to the business of the Issuers
(including any acquired business, properties or entity, if applicable), and the
Registration Statement, Prospectus and documents, if any, incorporated or
deemed to be incorporated by reference therein, in each case, as are customarily
made by issuers to underwriters in underwritten offerings of debt securities
similar to the Securities, and confirm the same in writing if and when
requested in form and substance reasonably satisfactory to the Issuers; (ii) obtain
the written opinions of counsel to the Issuers, and written updates thereof in
form, scope and substance reasonably satisfactory to the managing underwriter
or underwriters, addressed to the underwriters covering the matters customarily
covered in opinions reasonably requested in underwritten offerings and such
other matters as may be reasonably requested by the managing underwriter or
underwriters; (iii) use its reasonable best efforts to obtain “cold
comfort” letters and updates thereof in form, scope and substance reasonably
satisfactory to the managing underwriter or underwriters from the independent
certified public accountants of the Issuers (and, if necessary, any other
independent certified public accountants the Issuers, or of any business
acquired by the Issuers, for which financial statements and financial data are,
or are required to be, included or incorporated by reference in the
Registration Statement), addressed to each of the underwriters, such letters to
be in customary form


 


15





















 


and covering matters of the type customarily
covered in “cold comfort” letters in connection with underwritten offerings of
debt securities similar to the Securities and such other matters as reasonably
requested by the managing underwriter or underwriters as permitted by the
Statement on Auditing Standards No. 72; and (iv) if an underwriting
agreement is entered into, the same shall contain indemnification provisions
and procedures no less favorable to the sellers and underwriters, if any, than
those set forth in Section 7 hereof (or such other provisions and
procedures acceptable to Holders of a majority in aggregate principal amount of
Registrable Notes covered by such Registration Statement and the managing
underwriter or underwriters or agents, if any). 
The above shall be done at each closing under such underwriting
agreement, or as and to the extent required thereunder.


 


(o)                                 If (1) a Shelf
Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the
Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, make available for inspection by any
selling Holder of such Registrable Notes being sold (with respect to a
Registration Statement filed pursuant to Section 3 hereof), or each such
Participating Broker-Dealer, as the case may be, any underwriter participating
in any such disposition of Registrable Notes, if any, one attorney representing
such persons, and any accountant or other agent retained by any such selling
Holder or each such Participating Broker-Dealer (with respect to any such
Registration Statement), as the case may be, or underwriter (collectively, the “Inspectors”),
upon written request, at the offices where normally kept, during reasonable
business hours, all pertinent financial and other records, pertinent corporate
documents and instruments of the Issuers and subsidiaries of the Issuers
(collectively, the “Records”), as shall be reasonably necessary to
enable them to exercise any applicable due diligence responsibilities, and
cause the officers, directors and employees of the Issuers and any of their
respective subsidiaries to supply all information (“Information”) reasonably
requested by any such Inspector in connection with such due diligence
responsibilities.  Each Inspector shall
agree in writing that it will keep the Records and Information confidential and
that it will not disclose any of the Records that any Issuer determines, in
good faith, to be confidential and notifies the Inspectors in writing are
confidential unless (i) the disclosure of such Records or Information is
necessary to avoid or correct a misstatement or omission in such Registration
Statement or Prospectus, (ii) the release of such Records or Information
is ordered pursuant to a subpoena or other order from a court of competent
jurisdiction, or (iii) the information in such Records or Information has
been made generally available to the public other than by an Inspector or an “affiliate”
(as defined in Rule 405) thereof; provided, however, that
prior notice shall be provided as soon as practicable to any Issuer of the
potential disclosure of any information by such Inspector pursuant to
clauses (i) or (ii) of this sentence to permit the Issuers to
obtain a protective order (or waive the provisions of this paragraph (o))
and that such Inspector shall take such actions as are reasonably necessary to
protect the confidentiality of such information (if practicable) to the extent
such action is otherwise not inconsistent with, an impairment of or in
derogation of the rights and interests of the Holder or any Inspector.


 


16





















 


(p)                                 Provide an indenture
trustee for the Registrable Notes or the Exchange Notes, as the case may be,
and cause the Indenture or the trust indenture provided for in Section 2(a) hereof,
as the case may be, to be qualified under the TIA not later than the effective
date of the first Registration Statement relating to the Registrable Notes; and
in connection therewith, cooperate with the trustee under any such indenture
and the Holders of the Registrable Notes, to effect such changes (if any) to
such indenture as may be required for such indenture to be so qualified in
accordance with the terms of the TIA; and execute, and use their reasonable best
efforts to cause such trustee to execute, all documents as may be required to
effect such changes, and all other forms and documents required to be filed
with the SEC to enable such indenture to be so qualified in a timely manner.


 


(q)                                 Comply with all
applicable rules and regulations of the SEC and make generally available
to its securityholders with regard to any applicable Registration Statement, a
consolidated earnings statement satisfying the provisions of Section 11(a) of
the Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the Securities Act) no later than 60 days after the end of any 12-month
period (or 120 days after the end of any 12-month period if such period is
a fiscal year) (i) commencing at the end of any fiscal quarter in which
Registrable Notes are sold to underwriters in a firm commitment or best efforts
underwritten offering and (ii) if not sold to underwriters in such an
offering, commencing on the first day of the first fiscal quarter of the
Company, after the effective date of a Registration Statement, which statements
shall cover said 12-month periods.


 


(r)                                    Upon consummation
of the Exchange Offer or a Private Exchange, if requested by the Trustee,
obtain an opinion of counsel to the Company, in a form customary for
underwritten transactions, addressed to the Trustee, that the Exchange Notes or
the Private Exchange Notes, as the case may be, and the related indenture
constitute legally valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, subject to
customary qualifications and exceptions.


 


(s)                                  If the Exchange Offer
or a Private Exchange is to be consummated, upon delivery of the Registrable
Notes by Holders to the Company (or to such other Person as directed by the
Issuers), in exchange for the Exchange Notes or the Private Exchange Notes, as
the case may be, the Issuers shall mark, or cause to be marked, on such Registrable
Notes that such Registrable Notes are being cancelled in exchange for the Exchange
Notes or the Private Exchange Notes, as the case may be; in no event shall such
Registrable Notes be marked as paid or otherwise satisfied.


 


(t)                                    Cooperate with each
seller of Registrable Notes covered by any Registration Statement and each
underwriter, if any, participating in the disposition of such Registrable Notes
and their respective counsel in connection with any filings required to be made
with the National Association of Securities Dealers, Inc. (the “NASD”).


 


17





















 


(u)                                 Use its reasonable
best efforts to take all other steps reasonably necessary to effect the
registration of the Exchange Notes and/or Registrable Notes covered by a
Registration Statement contemplated hereby.


 


The Issuers
may require each seller of Registrable Notes as to which any registration is
being effected to furnish to the Issuers such information regarding such seller
and the distribution of such Registrable Notes as the Issuers may, from time to
time, reasonably request.  The Issuers
may exclude from such registration the Registrable Notes of any seller so long
as such seller fails to furnish such information within a reasonable time after
receiving such request.  Each seller as
to which any Shelf Registration is being effected agrees to furnish promptly to
the Issuers all information required to be disclosed in order to make the
information previously furnished to the Issuers by such seller not materially
misleading.


 


If any such
Registration Statement refers to any Holder by name or otherwise as the holder
of any securities of the Company, then such Holder shall have the right to
require (i) the insertion therein of language, in form and substance
reasonably satisfactory to such Holder, to the effect that the holding by such
Holder of such securities is not to be construed as a recommendation by such
Holder of the investment quality of the securities covered thereby and that
such holding does not imply that such Holder will assist in meeting any future
financial requirements of the Company, or (ii) in the event that such
reference to such Holder by name or otherwise is not required by the Securities
Act or any similar federal statute then in force, the deletion of the reference
to such Holder in any amendment or supplement to the Registration Statement
filed or prepared subsequent to the time that such reference ceases to be required.


 


Each Holder of
Registrable Notes and each Participating Broker-Dealer agrees by its
acquisition of such Registrable Notes or Exchange Notes to be sold by such
Participating Broker-Dealer, as the case may be, that, upon actual receipt of
any notice from the Company of the happening of any event of the kind described
in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi) hereof, such
Holder will forthwith discontinue disposition of such Registrable Notes covered
by such Registration Statement or Prospectus or Exchange Notes to be sold by
such Holder or Participating Broker-Dealer, as the case may be, until such
Holder’s or Participating Broker-Dealer’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof, or
until it is advised in writing (the “Advice”) by the Issuers that the
use of the applicable Prospectus may be resumed, and has received copies of any
amendments or supplements thereto.  In
the event that the Issuers shall give any such notice, each of the Applicable Period
and the Effectiveness Period shall be extended by the number of days during
such periods from and including the date of the giving of such notice to and
including the date when each seller of Registrable Notes covered by such
Registration Statement or Exchange Notes to be sold by such Participating
Broker-Dealer, as the case may be, shall have received (x) the copies of
the supplemented or amended Prospectus contemplated by Section 5(k) hereof
or (y) the Advice.


 


6.                                       Registration
Expenses


 


All fees and
expenses incident to the performance of or compliance with this Agreement by
the Issuers (other than any underwriting discounts or commissions and transfer
taxes, if any, relating to the sale or disposition of any Holder’s Registrable
Notes pursuant to the Shelf Registration Statement, which shall be paid by such
Holder) shall be borne by the Issuers,


 


18





















 


whether or not
the Exchange Offer Registration Statement or any Shelf Registration is filed or
becomes effective or the Exchange Offer is consummated, including, without
limitation, (i) all registration and filing fees (including, without
limitation, (A) fees with respect to filings required to be made with the
NASD in connection with an underwritten offering and (B) reasonable fees
and expenses of compliance with state securities or Blue Sky laws (including,
without limitation, fees and disbursements of counsel in connection with Blue
Sky qualifications of the Registrable Notes or Exchange Notes and determination
of the eligibility of the Registrable Notes or Exchange Notes for investment
under the laws of such jurisdictions (x) where the holders of Registrable
Notes are located, in the case of the Exchange Notes, or (y) as provided
in Section 5(h) hereof, in the case of Registrable Notes or Exchange
Notes to be sold by a Participating Broker-Dealer during the Applicable
Period)), (ii) printing expenses, including, without limitation, expenses
of printing certificates for Registrable Notes or Exchange Notes in a form
eligible for deposit with The Depository Trust Company and of printing
prospectuses if the printing of prospectuses is requested by the managing
underwriter or underwriters, if any, by the Holders of a majority in aggregate
principal amount of the Registrable Notes included in any Registration
Statement or in respect of Registrable Notes or Exchange Notes to be sold by
any Participating Broker-Dealer during the Applicable Period, as the case may
be, (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Issuers and, in case of a Shelf Registration,
reasonable fees and disbursements of one special counsel for all of the sellers
of Registrable Notes (exclusive of any counsel retained pursuant to Section 7
hereof, and, in connection with the review of the Exchange Registration
Statement only, not to exceed $20,000), (v) fees and disbursements of all
independent certified public accountants referred to in Section 5(n)(iii) hereof
(including, without limitation, the expenses of any special audit and “cold
comfort” letters required by or incident to such performance), (vi) Securities
Act liability insurance, if the Issuers desire such insurance, (vii) fees
and expenses of all other Persons retained by the Issuers, (viii) internal
expenses of the Issuers (including, without limitation, all salaries and
expenses of officers and employees of the Issuers performing legal or accounting
duties), (ix) the expense of any annual audit, (x) any fees and
expenses incurred in connection with the listing of the securities to be
registered on any securities exchange, and the obtaining of a rating of the
securities, in each case, if applicable, and (xi) the expenses relating to
printing, word processing and distributing all Registration Statements,
underwriting agreements, indentures and any other documents necessary in order
to comply with this Agreement.


 


7.                                       Indemnification
and Contribution.


 


(a)                                  Each
of the Issuers agree, jointly and severally, to indemnify and hold harmless
each Holder of Registrable Notes and each Participating Broker-Dealer selling
Exchange Notes during the Applicable Period, and each Person, if any, who controls
such Person or its affiliates within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act (each, a “Participant”) against
any losses, claims, damages or liabilities to which any Participant or such
controlling person may become subject under the Act, the Exchange Act or
otherwise, insofar as any such losses, claims, damages or liabilities (or in
respect thereof) arise out of or are based upon:


 


(i)                                     any untrue
statement or alleged untrue statement made by any Issuer contained in any
application or any other document or any amendment or supplement thereto


 


19





















 


executed by any Issuer based upon written information furnished by or
on behalf of any Issuer filed in any jurisdiction in order to qualify the Notes
under the securities or “Blue Sky” laws thereof or filed with the SEC or any
securities association or securities exchange (each, an “Application”);


 


(ii)                                  any untrue statement
or alleged untrue statement of any material fact contained in any Registration
Statement (or any amendment thereto) or Prospectus (as amended or supplemented
if any of the Issuers shall have furnished any amendments or supplements
thereto) or any preliminary prospectus; or


 


(iii)                               the omission or alleged
omission to state, in any Registration Statement (or any amendment thereto) or
Prospectus (as amended or supplemented if any of the Issuers shall have
furnished any amendments or supplements thereto) or any preliminary prospectus
or any Application or any other document or any amendment or supplement
thereto, a material fact required to be stated therein or necessary to make the
statements therein not misleading;


 


and will
reimburse, as incurred, the Participant and each such controlling person for
any reasonable legal or other expenses incurred by the Participant or such
controlling person in connection with investigating, defending against or
appearing as a third-party witness in connection with any such loss, claim,
damage, liability or action; provided, however, (i) the
Issuers will not be liable in any such case to the extent that any such loss,
claim, damage, or liability arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in any Registration
Statement (or any amendment thereto) or Prospectus (as amended or supplemented
if any of the Issuers shall have furnished any amendments or supplements
thereto) or any preliminary prospectus or Application or any amendment or
supplement thereto in reliance upon and in conformity with information relating
to any Participant furnished to the Issuers by such Participant specifically
for use therein, and (ii) the Issuers shall not be liable to any Participant
under the indemnity agreement in this subsection (a) with respect to
the preliminary prospectus to the extent that any such loss, claim, damage,
liability or expense of such Participant results from the fact that such
Participant sold Notes to a person as to whom it shall be established that
there was not sent or given, at or prior to the written confirmation of such
sale, a copy of the Prospectus (or the Prospectus as then amended or
supplemented if the Issuers shall have furnished such Participant with such
amendment or supplement thereto on a timely basis), and the loss, claim,
damage, liability or expense of such Participant results from an untrue statement
or omission of a material fact contained in the preliminary prospectus which
was corrected in the Prospectus (or in the Prospectus as then amended or
supplemented if the Issuers shall have furnished such Participant with such
amendment or supplement thereto on a timely basis).  The indemnity provided for in this Section 7
will be in addition to any liability that the Issuers may otherwise have to the
indemnified parties.  The Issuers shall
not be liable under this Section 7 for any settlement of any claim or
action effected without its prior written consent, which shall not be
unreasonably withheld.


 


(b)                                 Each
Participant, severally and not jointly, agrees to indemnify and hold harmless
the Issuers, their directors, their officers and each person, if any, who
controls the Issuers within the meaning of Section 15 of the Act or Section 20
of the Exchange Act against any


 


20





















 


losses, claims, damages or
liabilities to which the Issuers or any such director, officer or controlling
person may become subject under the Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in any Registration Statement or
Prospectus, any amendment or supplement thereto, or any preliminary prospectus,
or (ii) the omission or the alleged omission to state therein a material
fact necessary to make the statements therein not misleading, in each case to
the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in reliance upon and
in conformity with written information concerning such Participant, furnished
to the Issuers by the Participant, specifically for use therein; and subject to
the limitation set forth immediately preceding this clause, will reimburse, as
incurred, any legal or other expenses incurred by the Issuers or any such director,
officer or controlling person in connection with investigating or defending
against or appearing as a third party witness in connection with any such loss,
claim, damage, liability or action in respect thereof.  The indemnity provided for in this Section 7
will be in addition to any liability that the Participants may otherwise have
to the indemnified parties.  The
Participants shall not be liable under this Section 7 for any settlement
of any claim or action effected without their consent, which shall not be
unreasonably withheld.  The Issuers shall
not, without the prior written consent of such Participant, effect any
settlement or compromise of any pending or threatened proceeding in respect of
which any Participant is or could have been a party, or indemnity could have
been sought hereunder by any Participant, unless such settlement (A) includes
an unconditional written release of the Participants, in form and substance reasonably
satisfactory to the Participants, from all liability on claims that are the
subject matter of such proceeding and (B) does not include any statement
as to an admission of fault, culpability or failure to act by or on behalf of
any Participant.


 


(c)                                  Promptly
after receipt by an indemnified party under this Section 7 of notice of
the commencement of any action for which such indemnified party is entitled to
indemnification under this Section 7, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
this Section 7, notify the indemnifying party of the commencement thereof
in writing; but the omission to so notify the indemnifying party (i) will
not relieve it from any liability under paragraph (a) or (b) above
unless and to the extent such failure results in the indemnifying party being
materially prejudiced and (ii) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraphs (a) and (b) above.  In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party; provided, however,
that if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the defendants in any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have been advised by counsel that there may be one or more legal defenses
available to it and/or other indemnified parties that are different from or
additional to those available to the indemnifying party, or (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after receipt by the indemnifying party of notice of the institution of
such action, then, in each such case, the


 


21





















 


indemnifying party shall not
have the right to direct the defense of such action on behalf of such
indemnified party or parties and such indemnified party or parties shall have
the right to select separate counsel to defend such action on behalf of such
indemnified party or parties.  After
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof and approval by such indemnified party of counsel
appointed to defend such action, the indemnifying party will not be liable to
such indemnified party under this Section 7 for any legal or other
expenses, other than reasonable costs of investigation, subsequently incurred
by such indemnified party in connection with the defense thereof, unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the immediately preceding sentence (it being understood, however,
that in connection with such action the indemnifying party shall not be liable
for the expenses of more than one separate counsel (in addition to local
counsel) in any one action or separate but substantially similar actions in the
same jurisdiction arising out of the same general allegations or circumstances,
designated by Participants who sold a majority in interest of the Registrable
Notes and Exchange Notes sold by all such Participants in the case of paragraph
(a) of this Section 7 or the Issuers in the case of paragraph (b) of
this Section 7, representing the indemnified parties under such
paragraph (a) or paragraph (b), as the case may be, who are
parties to such action or actions) or (ii) the indemnifying party has
authorized in writing the employment of counsel for the indemnified party at
the expense of the indemnifying party. 
All fees and expenses reimbursed pursuant to this paragraph (c) shall
be reimbursed as they are incurred. 
After such notice from the indemnifying party to such indemnified party,
the indemnifying party will not be liable for the costs and expenses of any
settlement of such action effected by such indemnified party without the prior
written consent of the indemnifying party (which consent shall not be
unreasonably withheld), unless such indemnified party waived in writing its
rights under this Section 7, in which case the indemnified party may
effect such a settlement without such consent.


 


(d)                                 In
circumstances in which the indemnity agreement provided for in the preceding
paragraphs of this Section 7 is unavailable to, or insufficient to hold
harmless, an indemnified party in respect of any losses, claims, damages or
liabilities (or actions in respect thereof), each indemnifying party, in order
to provide for just and equitable contribution, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect (i) the relative benefits received by the indemnifying
party or parties on the one hand and the indemnified party on the other from
the offering of the Notes or (ii) if the allocation provided by the foregoing
clause (i) is not permitted by applicable law, not only such relative benefits
but also the relative fault of the indemnifying party or parties on the one
hand and the indemnified party on the other in connection with the statements
or omissions or alleged statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof).  The relative benefits received by the Issuers
on the one hand and such Participant on the other shall be deemed to be in the
same proportion as the total proceeds from the offering (before deducting
expenses) of the Notes received by the Issuers bear to the total net profit received
by such Participant in connection with the sale of the Notes.  The relative fault of the parties shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Issuers on the one
hand, or the Participants on the other, the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such


 


22





















 


statement or omission or
alleged statement or omission, and any other equitable considerations
appropriate in the circumstances.  The
parties agree that it would not be equitable if the amount of such contribution
were determined by pro rata or per capita allocation or by any other method of
allocation that does not take into account the equitable considerations
referred to in the first sentence of this paragraph (d).  Notwithstanding any other provision of this
paragraph (d), no Participant shall be obligated to make contributions
hereunder that in the aggregate exceed the total net profit received by such
Participant in connection with the sale of the Notes, less the aggregate amount
of any damages that such Participant has otherwise been required to pay by
reason of the untrue or alleged untrue statements or the omissions or alleged
omissions to state a material fact, and no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  For purposes
of this paragraph (d), each person, if any, who controls a Participant within
the meaning of Section 15 of the Act or Section 20 of the Exchange
Act shall have the same rights to contribution as the Participants, and each
director of any Issuer, each officer of any Issuer and each person, if any, who
controls any Issuer within the meaning of Section 15 of the Act or Section 20
of the Exchange Act, shall have the same rights to contribution as the Issuers.


 


8.                                       Rules 144
and 144A


 


Each of the
Issuers covenants and agrees that it will file the reports required to be filed
by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder in a timely manner in accordance with
the requirements of the Securities Act and the Exchange Act and, if at any time
such Issuer is not required to file such reports, such Issuer will, upon the
request of any Holder or beneficial owner of Registrable Notes, make available
such information necessary to permit sales pursuant to Rule 144A and
provide the information specified in Rule 144A (d)(4) under the Act,
unless (i) Buhrmann is then subject to Section 13 or 15(d) of
the Exchange Act and (ii) the other Issuers are filing reports thereunder
jointly with Buhrmann N.V.  Each of the
Issuers further covenants and agrees, for so long as any Registrable Notes
remain outstanding that it will take such further action (not inconsistent with
the preceding sentence) as any Holder of Registrable Notes may reasonably
request, all to the extent required from time to time to enable such holder to
sell Registrable Notes without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144(k) under the Securities
Act and Rule 144A.


 


9.                                       Underwritten
Registrations


 


If any of the
Registrable Notes covered by any Shelf Registration are to be sold in an
underwritten offering, the investment banker or investment bankers and manager
or managers that will manage the offering will be selected by the Holders of a
majority in aggregate principal amount of such Registrable Notes included in
such offering and shall be reasonably acceptable to the Issuers.


 


No Holder of
Registrable Notes may participate in any underwritten registration hereunder
unless such Holder (a) agrees to sell such Holder’s Registrable Notes on
the basis provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements and (b) completes and
executes all questionnaires, powers of attorney, indemnities,


 


23





















 


underwriting
agreements and other documents required under the terms of such underwriting
arrangements.


 


10.                                 Miscellaneous


 


(a)                                  No
Inconsistent Agreements.  The Issuers
have not, as of the date hereof, and the Issuers shall not, after the date of
this Agreement, enter into any agreement with respect to any of its securities
that is inconsistent with the rights granted to the Holders of Registrable
Notes in this Agreement or otherwise conflicts with the provisions hereof.  The rights granted to the Holders hereunder
do not in any way conflict with and are not inconsistent with the rights
granted to the holders of the Issuers’ other issued and outstanding securities
under any such agreements.  Without the
written consent of the Holders of a majority in aggregate principal amount of
Registrable Notes outstanding, the Issuers will not enter into any agreement
with respect to any of their securities which will grant to any Person
piggy-back registration rights with respect to any Registration Statement.


 


(b)                                 Adjustments
Affecting Registrable Notes.  The
Issuers shall not, directly or indirectly, take any action with respect to the
Registrable Notes as a class that would adversely affect the ability of the
Holders of Registrable Notes to include such Registrable Notes in a
registration undertaken pursuant to this Agreement.


 


(c)                                  Amendments
and Waivers.  The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, otherwise than with
the prior written consent of (I) the Company, and (II) (A) the
Holders of not less than a majority in aggregate principal amount of the then
outstanding Registrable Notes and (B) in circumstances that would
adversely affect the Participating Broker-Dealers, the Participating
Broker-Dealers holding not less than a majority in aggregate principal amount
of the Exchange Notes held by all Participating Broker-Dealers; provided,
however, that Section 7 and this Section 10(c) may not be
amended, modified or supplemented without the prior written consent of each
Holder and each Participating Broker-Dealer (including any person who was a
Holder or Participating Broker-Dealer of Registrable Notes or Exchange Notes,
as the case may be, disposed of pursuant to any Registration Statement)
affected by any such amendment, modification or supplement.  Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Notes whose
securities are being sold pursuant to a Registration Statement and that does
not directly or indirectly affect, impair, limit or compromise the rights of
other Holders of Registrable Notes may be given by Holders of at least a
majority in aggregate principal amount of the Registrable Notes being sold
pursuant to such Registration Statement.


 


(d)                                 Notices.  All notices and other communications
(including, without limitation, any notices or other communications to the
Trustee) provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, next-day air courier or facsimile:


 


(i)                                     if to a Holder of
the Registrable Notes or any Participating Broker-Dealer, at the most current
address of such Holder or Participating Broker-Dealer, as the case may be, set
forth on the records of the registrar under the Indenture.


 


24





















 


(ii)                                  if to the Issuers, at
the address as follows:


 


c/o            Buhrmann N.V.

Hoogoorddreeff 62

1101 BE Amsterdam Z0

PO Box 23456

1100 DZ Amsterdam

The Netherlands


 


Attention:  General Counsel


 


with a copy
to:


 


Latham &
Watkins

99 Bishopsgate

London, England EC2M 3XF


 


Attention:  Alex Cohen


 


All such
notices and communications shall be deemed to have been duly given:  when delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; one Business Day after being timely delivered to a next-day
air courier; and when receipt is acknowledged by the addressee, if sent by
facsimile.


 


Copies of all
such notices, demands or other communications shall be concurrently delivered
by the Person giving the same to the Trustee at the address and in the manner
specified in such Indenture.


 


(e)                                  Successors
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties hereto, the Holders and the Participating Broker-Dealers; provided,
however, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Registrable Notes in violation of the terms of
the Purchase Agreement or the Indenture.


 


(f)                                    Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


(g)                                 Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(h)                                 Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


25





















 


(i)                                     Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.


 


(j)                                     Securities
Held by the Issuers or Their Respective Affiliates.  Whenever the consent or approval of Holders
of a specified percentage of Registrable Notes is required hereunder,
Registrable Notes held by the Issuers or their respective affiliates (as such
term is defined in Rule 405 under the Securities Act) shall not be counted
in determining whether such consent or approval was given by the Holders of
such required percentage.


 


(k)                                  Third-Party
Beneficiaries.  Holders of
Registrable Notes and Participating Broker-Dealers are intended third-party
beneficiaries of this Agreement, and this Agreement may be enforced by such
Persons.


 


(l)                                     Entire
Agreement.  This Agreement, together
with the Purchase Agreement and the Indenture, is intended by the parties as a
final and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein and therein and any
and all prior oral or written agreements, representations, or warranties,
contracts, understandings, correspondence, conversations and memoranda between
the Holders on the one hand and the Issuers on the other, or between or among
any agents, representatives, parents, subsidiaries, affiliates, predecessors in
interest or successors in interest with respect to the subject matter hereof
and thereof are merged herein and replaced hereby.


 


(m)                               Agent
for Service; Submission to Jurisdiction; Waiver of Immunities.  By the execution and delivery of this
Agreement, each Issuer (i) acknowledges that it has, by separate written
instruments, designated and appointed CT Corporation, 111 Eighth Avenue, 13th
Floor, New York, New York 10011 (“CT Corporation”) (and any successor
entity), as its authorized agent upon which process may be served in any suit
or proceeding arising out of or relating to this Agreement or any Registration
Statement or Prospectus that may be instituted in any federal or state court in
the Borough of Manhattan, City of New York, State of New York or brought under
foreign, federal or state securities laws, and represents and warrants that CT
Corporation has accepted such designation, (ii) submits to the
jurisdiction of any such court in any such suit or proceeding and (iii) agrees
that service of process upon CT Corporation and written notice of said service
to such Issuer in accordance with Section 10(d) shall be deemed in
every respect effective service of process upon any Issuer in any such suit or
proceeding.  Each Issuer further agrees
to take any and all action, including the execution and filing of any and all
such documents and instruments, as may be necessary to continue such
designation and appointment of CT Corporation in full force and effect for as
long as any of the Securities remain outstanding (subject to the limitation set
forth in clause (i)); provided, however, that any Issuer
may, and to the extent CT Corporation ceases to be able to be served on the
basis contemplated herein shall,


 


26





















 


by written notice to the
Holders and Trustee, designate such additional or alternative agent for service
of process under this Section 10(m) that (i) maintains an office
located in the Borough of Manhattan, City of New York, State of New York, and (ii) is
either (x) United States counsel for such Company or (y) a corporate
service company which acts as agent for service of process for other persons in
the ordinary course of its business. 
Such written notice shall identify the name of such agent for service of
process and the address of the office of such agent for service of process in
the Borough of Manhattan, City of New York, State of New York.


 


To the extent
that any Issuer has or hereafter may acquire any immunity from jurisdiction of
any court of (i) any jurisdiction in which such Issuer owns or leases
property or assets, (ii) the United States or the State of New York or (iii) the
Netherlands or from any legal process (whether through service of notice,
attachment prior to judgment, attachment in aid of execution, execution or
otherwise) with respect to itself or its property and assets or this Agreement
or any of the Securities or actions to enforce judgments in respect of any
thereof, each Issuer hereby irrevocably waives such immunity in respect of its
obligations under the above-referenced documents, to the extent permitted by
law.


 


(n)                                 Judgment
Currency.  Each Issuer hereby agrees
to indemnify each of the Participants, their directors, their officers and each
person, if any, who controls any Participant within the meaning of Section 15
of the Act or Section 20 of the Exchange Act against any loss incurred by
such person as a result of any judgment or order being given or made against
any Issuer for any U.S. dollar amount due under this Agreement and such
judgment or order being expressed and paid in a currency (the “Judgment Currency”)
other than United States dollars and as a result of any variation as between (i) the
rate of exchange at which the United States dollar amount is converted into the
Judgment Currency for the purpose of such judgment or order and (ii) the
spot rate of exchange in The City of New York at which such party on the date
of payment of such judgment or order is able to purchase United States dollars
with the amount of the Judgment Currency actually received by such party.  The foregoing indemnity shall continue in
full force and effect notwithstanding any such judgment or order as
aforesaid.  The term “spot rate of
exchange” shall include any premiums and costs of exchange payable in
connection with the purchase of, or conversion into, United States dollars.


 


27





















 


IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date first written
above.


 


	
   

  	
  BUHRMANN US
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUHRMANN
  N.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FOR AND ON
  BEHALF OF EACH OF THE

  GUARANTORS IDENTIFIED ON SCHEDULE I

  HERETO, as Guarantors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


S-1





















 


	
  The foregoing Agreement is hereby confirmed

  and accepted as of the date first above written.

  
	
   

  
	
  DEUTSCHE BANK SECURITIES INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  
	
   

  
	
  BNP PARIBAS SECURITIES CORP.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  
	
   

  
	
  ING BANK N.V., LONDON BRANCH

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


S-2





















 


SCHEDULE I


 


ADDITIONAL GUARANTORS


 


	
  U.S. Guarantors

  
	
   

  
	
  1.

  	
   

  	
  ASAP
  Software Express, Inc.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  BTOP USA Corp.

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  BTOPI
  Holding (U.S.)

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Buhrmann
  Swaps, Inc.

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Corporate
  Express Document & Print Management, Inc.

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Corporate
  Express Office Products, Inc.

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  CE
  Philadelphia Real Estate, Inc.

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Corporate
  Express Promotional Marketing, Inc.

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Corporate
  Express of Texas, Inc.

  
	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Corporate
  Express, Inc.

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  License
  Technologies Group, Inc.

  



 


	
  Dutch Guarantors

  
	
   

  
	
  1.

  	
   

  	
  Buhrmann
  Financieringen B.V.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Buhrmann
  Fined B.V.

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Buhrmann II
  B.V.

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Buhrmann
  International B.V.

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Buhrmann
  Nederland B.V.

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Buhrmann
  Nederland Holding B.V.

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Tetterode-Nederland
  B.V.

  



 


SC-1





















 


	
  8. 

  	
   

  	
  Veenman B.V.
  (formerly known as Corporate Express Document Automatisering B.V.) 

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Buhrmann
  Office Products Nederland B.V.

  



 


Belgian Guarantors


 


Buhrmann Europcenter N.V.


 


Luxembourg
Guarantors


 


Buhrmann Luxembourg S.A.R.L.


 


SC-2