Exhibit 4.16


 


THIS MASTER
DEED OF RELEASE AND TERMINATION is
made on 31 October 2003


 


BETWEEN


 


BUHRMANN N.V.,  a company
incorporated in The Netherlands (registered number 33250021) whose registered
office is at Hoogoorddreef 62, 1101 BE Amsterdam Zuidoost, The Netherlands (the
Parent);


 


BUHRMANN US
INC., a company incorporated in
Delaware (registered number 99 94 582) whose registered office is at
Corporation Trust Centre, 1209 Orange Street, Wilmington, County of New
Castle, Delaware, United States (Buhrmann US);


 


BUHRMANN STAFDIENSTEN
B.V., a limited liability company incorporated in
The Netherlands (registered number BV243180) whose registered office is at
Hoogoorddreef 62, 1101BE Amsterdam Zuidoost, The Netherlands (the Master Servicer);


 


SILVER SECURITISATION B.V., a limited liability company incorporated in The Netherlands
(registered number 34176237) whose registered office is at Herengracht 450,
1017 CA Amsterdam, The Netherlands (the European  Master Purchaser);


 


BUHRMANN SILVER US LLC, a limited liability company formed under the law of the State of
Delaware having its registered office at Corporate Trust Center, 1209 Orange
Street, Wilmington Delaware and
having its principal place of business at 1
Environmental Way, Broomfield, Colorado 80021-3416 (the US Master Purchaser
and, together with the European Master Purchaser, the Master Purchasers);


 


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


 


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


 


BUHRMANN FINED B.V.,  a limited liability
company incorporated in The Netherlands (registered number 33149244) whose
registered office is at Hoogoorddreef 62, 1101 BE Amsterdam, The Netherlands
(the Initial
Subordinated Buhrmann European Note Purchaser which expression
shall include any person that accedes to the terms of the European Master
Purchaser Funding Deed thereunder and together with any other person that
accedes to the terms of the European Master Purchaser Funding Deed, the Subordinated  Buhrmann European Note Purchasers
and each a Subordinated
Buhrmann European Note
Purchaser) and as Jersey Company Subordinated Note Purchaser
under the Jersey Company Subordinated Note Purchase Facility (the Jersey Company Subordinated Note
Purchaser);


 

















 


BÜHRMANN-UBBENS B.V., a limited liability company incorporated in The Netherlands
(registered number 08000089) whose registered office is at Pollaan 1, 7202 BV
Zutphen, PROOST EN BRANDT B.V., a
limited liability company incorporated in The Netherlands (registered number
33002333) whose registered office is at Stammerkamp 1, 1112 VE Diemen, The
Netherlands and BUHRMANN OFFICE PRODUCTS
NEDERLAND B.V., a limited liability company incorporated in The
Netherlands (registered number 33272529) who registered office is at
Hoogoorddreef 62, 1101E Amsterdam, Zuidoost, each as an Originator under the
Dutch Master Receivables Purchase Agreement (in such capacity, each a Dutch Originator) and
as a Sub-Servicer under the Dutch Servicing Agreement (in such capacity, each a
Dutch Sub-Servicer);


 


ROBERT HORNE GROUP PLC (formerly known as Robert Horne Paper Company Limited), a public
limited liability company incorporated in England and Wales (registered number
00584756) whose registered office is at Huntsman House, Mansion Close, Moulton
Park, Northampton NN3 6LA; THE HOWARD SMITH
PAPER GROUP LIMITED, a limited liability company incorporated in
England and Wales (registered number 01138498) whose registered office is at
Sovereign House, Rhosili Road, Brackmills, Northampton NN4 0JE; and THE M6 PAPER GROUP LIMITED, a limited
liability company incorporated in England and Wales (registered number
02755905) whose registered office is at Motorway House, Charter Way,
Hurdsfield, Macclesfield, Cheshire SK10 2NY, each as an Originator under any
English Receivable Sale Contract (in such capacity, each an English Originator)
and as a Sub-Servicer under the English Servicing Agreement (in such capacity,
each an English
Sub-Servicer);


 


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


 


DEUTSCHE BANK AKTIENGESELLSCHAFT, acting through its office at Große Gallusstraße 10-14, D-60272
Frankfurt am Main, Germany in its capacity as agent for the Jersey Company Liquidity
Banks under the Jersey Company Liquidity Facility Agreement referred to below
(the Jersey Company
Liquidity Agent, which expression shall include its successors
and persons deriving title under the Jersey Company Liquidity Facility
Agreement as Jersey Company Liquidity Agent thereunder); as Jersey Company
Overdraft Bank under the Jersey Company Overdraft Facility Agreement referred
to below (the Jersey
Company Overdraft Bank which expression shall include its
successors and persons deriving title under it as Jersey Company Overdraft Bank
thereunder); as Jersey Company L/C Bank under the Jersey


 


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Company Standby Letter of Credit Agreement
referred to below (the Jersey
Company L/C Bank which expression shall include its successors
and persons deriving title under it as Jersey Company L/C Bank thereunder); as
Jersey Company Cash Administrator under the Jersey Company Cash Administration
Agreement referred to below (the Jersey Company Cash Administrator which
expression shall include any person appointed as Jersey Company Cash
Administrator thereunder); and, acting through its office at
Taunusanlage 12, 60325 Frankfurt in its capacity as Jersey Company Account
Bank under the Jersey Company Cash Administration Agreement referred to below
(the Jersey Company
Account Bank which expression shall include any person appointed
as Jersey Company Account Bank thereunder);


 


DEUTSCHE BANK AG,
Amsterdam Branch, acting through its office
at Herengracht 450, 1017 CA Amsterdam as European Master Purchaser Account Bank
under the Cash Management Agreement referred to below (the European  Master Purchaser Account Bank
which expression shall include any person appointed as European Master
Purchaser Account Bank thereunder) as European Receivables Warehouse Company
Account Bank under the Cash Management Agreement (the European Receivables Warehouse
Company Account Bank which expression shall include any person
appointed as European Receivables Warehouse Company Account Bank thereunder),
as MTN Issuer Account Bank under the Cash Management Agreement (the MTN Issuer Account Bank
which expression shall include any person appointed as MTN Issuer Account Bank
thereunder) and as MTN Issuer Liquidity Facility Provider under the MTN Issuer
Liquidity Facility Agreement (the MTN Issuer Liquidity Facility Provider);


 


DEUTSCHE BANK AG LONDON, acting through its office at Winchester House, 1 Great
Winchester Street, London EC2N 2DB as Cash Manager under the Cash Management
Agreement referred to below (the Cash Manager which expression shall include
any person appointed as Cash Manager thereunder), as MTN Agent under the MTN
Agency Agreement referred to below (the MTN Agent which expression shall include any
person appointed as MTN Agent thereunder) and as MTN Dealer (the MTN Dealer) and MTN
Arranger under the MTN Programme Agreement;


 


DEUTSCHE BANK LUXEMBOURG S.A.,  acting through its
office at 2 Boulevard Konrad Adenauer, L-115 Luxembourg as Luxembourg MTN
Paying Agent under the MTN Agency Agreement (the Luxembourg MTN Paying Agent which
expression shall include any person appointed as Luxembourg MTN Paying Agent
thereunder);


 


DEUTSCHE BANK AG, New York, acting through its office at 31 West 52nd Street, New York, New
York 10019 as US Master Purchaser Account Bank under the Cash Management
Agreement referred to below (the US Master Purchaser Account Bank which
expression shall include any person appointed as US Master Purchaser Account
Bank thereunder);


 


RHEINGOLD NO.
11  LIMITED,  a limited liability company
incorporated in Jersey having its registered office at Whiteley Chambers, Don
Street, St. Helier, Jersey, JE4 9WG, Channel Islands (as the Jersey Company and as
the Initial Buhrmann
Note Purchaser);


 


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SILVER FUNDING
LIMITED, a public company incorporated with limited liability in Jersey
(registered number 78721) having its registered office at
Whiteley Chambers, Don Street, St. Helier, Jersey, JE4 9WG, Channel Islands
(the MTN  Issuer);


 


RHEINGOLD SECURITISATION
LIMITED,  a limited liability company
incorporated in Jersey having its registered office at Whiteley Chambers, Don
Street, St. Helier, Jersey, JE4 9WG, Channel Islands (the CP  Issuer); and


 


DEUTSCHE
INTERNATIONAL CORPORATE SERVICES LIMITED, a limited liability company incorporated in Jersey having its
registered office at St. Paul’s Gate, New Street, St. Helier, Jersey, Channel
Islands (as the Jersey
Company Security  Trustee and the MTN Issuer Corporate Administrator).


 


WHEREAS:


 


(A)                              Upon and subject to the terms of any English Receivables Sale
Contract, the English Originators have sold and European Receivables Warehouse
Company has purchased certain English Receivables originated by the English
Originators (the English
Receivables).


 


(B)                                Upon and subject to the terms of the Dutch Master Receivables
Purchase Agreement, the Dutch Originators have sold and the European
Receivables Warehouse Company has purchased certain Dutch Receivables
originated by the Dutch Originators (the Dutch Receivables).


 


(C)                                Upon and subject to the terms of the Onward English Receivables Sale
Contract and the Onward Dutch Master Receivables Purchase Agreement, the
European Receivables Warehouse Company has sold and the European Master
Purchaser has purchased the English Receivables and Dutch Receivables.


 


(D)                               By the European Receivables Warehouse Company Deed of Charge, the
European Receivables Warehouse Company, as a continuing security for the
payment of the European Receivables Warehouse Company Secured Obligations therein
stated, assigned to the Security Agent all of its rights, title, benefits and
interest, present and future in and to the European Receivables Warehouse
Company Charged Property.


 


(E)                                 By the European Master Purchaser Deed of Charge, the European Master
Purchaser, as a continuing security for the payment of the European Master
Purchaser Secured Obligations therein stated, assigned to the Security Agent
all of its rights, title, benefits and interest, present and future in and to
the European Master Purchaser Charged Property.


 


(F)                                 The European Master Purchaser will re-assign the English Receivables
to the European Receivables Warehouse Company and release the European
Receivables Warehouse Company from all undertakings, liabilities and
obligations on its part contained in the Onward English Receivables Sale
Contract with respect to the English Receivables, on the terms set out in the
European Master Purchaser Sale and Purchase Agreement.


 


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(G)                                The European Master Purchaser will re-assign the Selected Dutch
Receivables (together with the English Receivables, the Relevant European Re-assigned
Receivables) to the European Receivables Warehouse Company and
release the European Receivables Warehouse Company from all undertakings,
liabilities and obligations on its part contained in the Onward Dutch Master
Receivables Purchase Agreement with respect to the Relevant European
Re-assigned Receivables, on the terms set out in the Dutch Master Receivables
Re-purchase Agreement.


 


(H)                               Following the assignment by the European Master Purchaser of the
English Receivables to the European Receivables Warehouse Company, the European
Receivables Warehouse Company will re-assign the English Receivables to the
English Originators and release the English Originators from all undertakings,
liabilities and obligations on its part contained in any English Receivables
Sale Contract on the terms set out in the European Receivables Warehouse
Company Sale and Purchase Agreement.


 


(I)                                    Following the assignment by the European Master Purchaser of the
Selected Dutch Receivables to the European Receivables Warehouse Company, the
European Receivables Warehouse Company will re-assign the Selected Dutch
Receivables to Bührmann-Ubbens B.V. and Proost en Brandt B.V. (the Selected Dutch Originators)
and release the Selected Dutch Originators from all undertakings, liabilities
and obligations on its part contained in any Dutch Master Receivables Purchase
Agreement on the terms set out in the Onward Dutch Receivables Re-purchase
Agreement.


 


(J)                                   Following the assignment by the European Master Purchaser of the
English Receivables, to the European Receivables Warehouse Company, the
Security Agent has agreed to release the European Master Purchaser Charged Property
which relates to the Relevant European Re-assigned Receivables from the
security created by the European Master Purchaser Deed of Charge and to release
the European Master Purchaser from all undertakings, liabilities and
obligations on its part contained in the European Master Purchaser Deed of
Charge with respect to the Relevant European Re-assigned Receivables, on the
terms set out in this Agreement.


 


(K)                               Following the assignment by the European Receivables Warehouse
Company of the English Receivables, to the English Originators, the Security
Agent has agreed to release the European Receivables Warehouse Company Charged
Property which relates to the Relevant European Re-assigned Receivables from
the security created by the European Receivables Warehouse Company Deed of
Charge and to release the European Receivables Warehouse Company from all
undertakings, liabilities and obligations on its part contained in the European
Receivables Warehouse Company Deed of Charge with respect to the Relevant European
Re-assigned Receivables, on the terms set out in this Agreement.


 


(L)                                 Following the assignment by the European Master Purchaser of the
English Receivables, to the European Receivables Warehouse Company and the


 


5

















 


subsequent assignment by the European
Receivables Warehouse Company of the English Receivables to the English
Originators, the Security Agent has agreed to release the English Originators
and the European Receivables Warehouse Company from all undertakings,
liabilities and obligations on its part contained in any English Receivables
Sale Contract with respect to any Relevant European Re-assigned Receivables, on
the terms set out in this Agreement.


 


(M)                            The Security Agent has agreed to release the Selected Dutch
Originators and the European Receivables Warehouse Company from all
undertakings, liabilities and obligations on its part contained in any Dutch
Master Receivables Purchase Agreement with respect to the Relevant European
Re-assigned Receivables, on the terms set out in this Agreement.


 


(N)                               Following the assignment by the European Master Purchaser of the
English Receivables, to the European Receivables Warehouse Company and the
subsequent assignment by the European Receivables Warehouse Company of the
English Receivables to the English Originators, the Security Agent has agreed
to release the European Receivables Warehouse Company and the European Master
Purchaser from all undertakings, liabilities and obligations on its part
contained in the Onward English Receivables Sale Contract with respect to the
English Receivables, on the terms set out in this Agreement.


 


(O)                               The Security Agent has agreed to release the European Receivables
Warehouse Company and the European Master Purchaser from all undertakings,
liabilities and obligations on its part contained in the Onward Dutch Master
Receivables Purchase Agreement with respect to the Selected Dutch Receivables,
on the terms set out in this Agreement.


 


THIS DEED WITNESS as follows:


 


1.                                      DEFINITIONS AND INTERPRETATION


 


1.1                                 Capitalised terms in this Deed (including the Recitals hereto)
shall, except where the context otherwise requires and save where otherwise
defined herein, bear the meanings ascribed to them in the Master Definitions
and Framework Deed executed on 27 September 2000 as amended and restated on 28
September 2001, 18 July 2002 and 16 April 2003 (as the same may be
amended, varied or supplemented from time to time with the consent of the
persons expressed to be parties thereto) and this Deed shall be construed in
accordance with the constructions set out therein.


 


1.2                                 This Deed shall also have expressly and specifically incorporated
into it the provisions set out in the Master Definitions and Framework Deed
(hereafter referred to as the Provisions), as though the same were set out in full in
this Deed mutatis
mutandis. In the event of any conflict between the provisions of
this Deed and the Provisions, the Provisions shall prevail.


 


1.3                                 In addition the following expressions shall have the following
meanings:


 


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Euro
Re-purchase Price means


 


the aggregate of


 


A + B    x D

C


 


for each Selected Dutch Receivable


 


A =                            the Face Value of each Subordinated Buhrmann European Note
denominated in Euro and any Buhrmann European Note denominated in Euro (less an
amount equal to the portion of each Subordinated Buhrmann European Note and the
portion of each Buhrmann European Note that relates to the European Receivables
originated by Buhrmann Office Products Nederland B.V.)


 


B =                              all European Master Purchaser Senior Expenses denominated in Euro
due to be paid on or before the Redemption Date


 


C =                              the aggregate of the Face Amount of all the Selected Dutch
Receivables


 


D =                             the Face Amount of a Selected Dutch Receivable;


 


European Master
Purchaser Sale and Purchase Agreement means the contract concluded for the sale and purchase of the
English Receivables between the European Master Purchaser and the European
Receivables Warehouse Company incorporating the Re-Sale English Standard Terms
and Conditions;


 


European
Receivables Warehouse Company Sale and Purchase Agreement means the contract concluded for the sale and purchase of the
English Receivables between the European Receivables Warehouse Company and the
English Originators incorporating the Re-Sale English Standard Terms and
Conditions;


 


Redemption Date
means 25 November 2003;


 


Relevant
European Re-assigned Receivables means
the English Receivables and the Selected Dutch Receivables;


 


Re-purchase
Price means the aggregate of the
Sterling Re-purchase Price and the Euro Re-purchase Price;


 


Re-Sale
Documents means the Master Deed
of Release and Termination, the European Master Purchaser Sale and Purchase
Agreement, the European Receivables Warehouse Company Sale and Purchase
Agreement, the Re-Sale English Standard Terms and Conditions, the European
Master Purchaser Re-Sale Warranty Deed, the European Receivables Warehouse
Company Re-Sale Warranty Deed, the Dutch Master Receivables Re-Purchase
Agreement, the Onward Dutch Receivables Re-Purchase Agreement, the Dutch Law
Security Interest Termination Agreement, the German Law Security Interest
Termination Agreement, the Dutch Bank Termination Agreement and the English
Bank Termination Agreement;


 


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Selected Dutch
Originators means Bührmann-Ubbens
B.V. and Proost en Brandt B.V.;


 


Selected Dutch
Receivables means the receivables
originated by Bührmann-Ubbens B.V. and Proost en Brandt B.V.;


 


Sterling
Re-purchase Price means


 


the aggregate of


 


A + B    x D

C


 


for each English Receivable


 


A =                            the Face Value of each Buhrmann European Note denominated in
Sterling


 


B =                              all European Master Purchaser Senior Expenses denominated in
Sterling due to be paid on or before the Redemption Date


 


C =                              the aggregate of the Face Amount of all the English Receivables


 


D =                             the Face Amount of an English Receivable; and


 


Termination
Date means the 31 October 2003.


 


2.                                      CONDITIONS PRECEDENT


 


Save as the Security Agent may otherwise
agree, this Deed shall not become effective until and unless the Security Agent
has confirmed, in the form set out in Schedule 3, to the European Receivables
Warehouse Company and the European Master Purchaser that it has received, in
each case, in form and substance satisfactory to it (or, to the extent not so
satisfied, waived in the absolute discretion of the Security Agent) all of the
information and documents listed in Schedule 2.


 


3.                                      RELEASE AND DISCHARGE
OF CERTAIN SELLERS


 


3.1                                 Upon execution of the relevant Re-Sale Documents and payment of the
Sterling Re-purchase Price to the European Master Purchaser, with effect from
the Termination Date, each party hereto (other than the English Originators)
hereby unconditionally and irrevocably releases and discharges each of the English
Originators from all its obligations and liabilities, whether actual or
contingent, arising on or after the Termination Date under the Transaction
Documents to which the English Originators are party.


 


3.2                                 Upon execution of the relevant Re-Sale Documents and payment of the
Euro Re-purchase Price to the European Master Purchaser, with effect from the
Termination Date, each party hereto (other than the Selected Dutch Originators)
hereby unconditionally and irrevocably releases and discharges each of the
Selected Dutch Originators from all its obligations and liabilities, whether
actual or contingent,


 


8

















 


arising on or after the Termination Date
under the Transaction Documents to which the Selected Dutch Originators are
party.


 


3.3                                 For the avoidance of doubt, notwithstanding the release and
discharge effected by this Clause 3 none of the English Originators or the
Selected Dutch Originators shall be discharged by reason of this Clause 3
only from any security, liabilities or obligations, any of them may have or
have granted under any agreement, to which any party hereto is a party, or for
the benefit of such party, that is not a Transaction Document.


 


4.                                      RELEASE AND DISCHARGE OF OTHER PARTIES


 


4.1                                 Upon execution of the relevant Re-Sale Documents and payment of the
Sterling Re-purchase Price to the European Master Purchaser, with effect from
the Termination Date, each English Originator hereby unconditionally and
irrevocably releases and discharges all other parties hereto from all their
respective obligations and liabilities, whether actual or contingent, arising
in favour of the English Originators on or after the Termination Date under the
Transaction Documents to which the English Originators are party.


 


4.2                                 Upon execution of the relevant Re-Sale Documents and payment of the
Euro Re-purchase Price to the European Master Purchaser, with effect from the
Termination Date, each Selected Dutch Originator hereby unconditionally and
irrevocably releases and discharges all other parties hereto from all their
respective obligations and liabilities, whether actual or contingent, arising
in favour of the Selected Dutch Originators on or after the Termination Date
under the Transaction Documents to which the Selected Dutch Originators are
party.


 


5.                                      RELEASE OF EUROPEAN RECEIVABLES WAREHOUSE COMPANY FROM SECURITY DOCUMENTS


 


5.1                                 The Security Agent as and from the Termination Date:


 


(a)                                  acknowledges the discharge of the mortgages, pledges, sub-pledge,
securities and charges granted by the European Receivables Warehouse Company
over the Relevant European Re-assigned Receivables, the Ancillary Rights
relating thereto and the Invoice Files and the Counterparty Files produced in
respect of the Relevant European Re-assigned Receivables;


 


(b)                                 releases to the European Receivables Warehouse Company all the
Relevant European Re-assigned Receivables, the Ancillary Rights relating
thereto and the Invoice Files and the Counterparty Files produced in respect of
the Relevant European Re-assigned Receivables owned by the European Receivables
Warehouse Company, to hold the same free and discharged from the security
interests created by the European Receivables Warehouse Company Deed of Charge;


 


(c)                                  reassigns and reconveys to the European Receivables Warehouse
Company all the Relevant European Re-assigned Receivables, the Ancillary Rights
relating thereto and the Invoice Files and the Counterparty Files produced in
respect of


 


9

















 


the Relevant European Re-assigned Receivables
which were assigned and/or conveyed to the Security Agent by way of security
pursuant to the terms of the European Receivables Warehouse Company Deed of
Charge;


 


(d)                                 agrees and undertakes to execute and deliver, at the European
Receivables Warehouse Company’s sole expense, to the European Receivables
Warehouse Company if required for any reason subsequent to the date hereof a
discharge giving effect to the foregoing provisions in this Clause 5 in
conformity with the requirements of the laws of the Federal Republic of Germany
and/or the laws of The Netherlands as applicable;


 


(e)                                  the Security Agent agrees and undertakes to deliver to the European
Receivables Warehouse Company, at the European Receivables Warehouse Company’s
request and expense, all documents of title, certificates and other documents
(if any) presently held by the Security Agent in relation to the Relevant
European Re-assigned Receivables, the Ancillary Rights relating thereto and the
Invoice Files and the Counterparty Files produced in respect of the Relevant
European Re-assigned Receivables owned by the European Receivables Warehouse
Company and subject to the European Receivables Warehouse Company Deed of
Charge;


 


(f)                                    the parties agree that nothing in this Clause 5 shall prevent the
Security Agent from relying on any indemnity under Clause 14 of the European
Receivables Warehouse Company Deed of Charge in respect of any actions or
omissions prior to the Termination Date in relation to the Relevant European
Re-assigned Receivables, the Ancillary Rights relating thereto and the Invoice
Files and the Counterparty Files produced in respect of the Relevant European
Re-assigned Receivables of the European Receivables Warehouse Company; and


 


(g)                                 for the avoidance of doubt, the release and discharge effected by
this Clause 5 shall not:


 


(i)             discharge
the European Receivables Warehouse Company from any security, liabilities or
obligations any of them may have or have granted under any agreement, to which
any party hereto is a party, or for the benefit of such party, that is not a
Transaction Document; or


 


(ii)          extend
to any European Receivables, the Ancillary Rights relating thereto and the
Invoice Files and the Counterparty Files produced in respect thereof that do
not relate to the European Re-assigned Receivables but are subject to the
European Receivables Warehouse Company Deed of Charge and the European
Receivables Warehouse Company Deed of Charge shall continue in full force and
effect with respect to the European Receivables Warehouse Company.


 


6.                                      RELEASE OF EUROPEAN MASTER PURCHASER FROM SECURITY DOCUMENTS


 


6.1                                 The Security Agent as and from the Termination Date:


 


10

















 


(a)                                  acknowledges the discharge of the mortgages, pledges, sub-pledge,
securities and charges granted by the European Master Purchaser over the
Relevant European Re-assigned Receivables, the Ancillary Rights relating
thereto and the Invoice Files and the Counterparty Files produced in respect of
the Relevant European Re-assigned Receivables;


 


(b)                                 releases to the European Master Purchaser all the Relevant European
Re-assigned Receivables, the Ancillary Rights relating thereto and the Invoice
Files and the Counterparty Files produced in respect of the Relevant European
Re-assigned Receivables owned by the European Master Purchaser to hold the same
free and discharged from the security interests created by the European Master
Purchaser Deed of Charge;


 


(c)                                  reassigns and reconveys to the European Master Purchaser all the
Relevant European Re-assigned Receivables, the Ancillary Rights relating
thereto and the Invoice Files and the Counterparty Files produced in respect of
the Relevant European Re-assigned Receivables which were assigned and/or
conveyed to the Security Agent by way of security pursuant to the terms of the
European Master Purchaser Deed of Charge;


 


(d)                                 agrees and undertakes to execute and deliver, at the European Master
Purchaser’s sole expense, to the European Master Purchaser if required for any
reason subsequent to the date hereof but a discharge giving effect to the
foregoing provisions in this Clause 6 in conformity with the requirements of
the laws of the Federal Republic of Germany and/or the laws of The Netherlands
as applicable;


 


(e)                                  the Security Agent agrees and undertakes to deliver to the European
Master Purchaser at the European Master Purchaser’s request and expense all
documents of title, certificates and other documents (if any) presently held by
the Security Agent in relation to Relevant European Re-assigned Receivables,
the Ancillary Rights relating thereto and the Invoice Files and the
Counterparty Files produced in respect of the Relevant European Re-assigned
Receivables owned by the European Master Purchaser and subject to the European Master
Purchaser Deed of Charge;


 


(f)                                    the parties agree that nothing in this Clause 6 shall prevent the
Security Agent from relying on any indemnity under Clause 15 of the European
Master Purchaser Deed of Charge in respect of any actions or omissions prior to
the Termination Date in relation to Relevant European Re-assigned Receivables,
the Ancillary Rights relating thereto and the Invoice Files and the
Counterparty Files produced in respect of the Relevant European Re-assigned
Receivables of the European Master Purchaser; and


 


(g)                                 for the avoidance of doubt, the release and discharge effected by
this Clause 6 shall not:


 


(i)             discharge
the European Master Purchaser from any security, liabilities or obligations any
of them may have or have granted under any


 


11

















 


agreement, to which any party hereto is a
party, or for the benefit of such party, that is not a Transaction Document; or


 


(ii)          extend
to any European Receivables, the Ancillary Rights relating thereto and the
Invoice Files and the Counterparty Files produced in respect thereof that do
not relate to the European Re-assigned Receivables but are subject to the
European Master Purchaser Deed of Charge and the European Master Purchaser Deed
of Charge shall continue in full force and effect with respect to the European
Master Purchaser.


 


7.                                      TERMINATION OF
THE ENGLISH COLLECTION ACCOUNT DEED


 


7.1                                 Subject to the terms of this Deed, the English Collection Account
Deed shall be terminated on the Termination Date.


 


7.2                                 Subject to any accrued rights, liabilities and obligations under the
English Collection Account Deed in respect of any act, thing or matter which
occurred under the English Collection Account Deed prior to the Termination
Date which shall not be affected, with effect on and from the Termination Date
but subject to the terms of this Deed, each of the parties hereby:


 


(a)                                  fully and finally releases and discharges all the other parties to
the English Collection Account Deed from all obligations and liabilities
present and future, actual or contingent, arising under or in connection with
the English Collection Account Deed; and


 


(b)                                 agrees that the termination arrangements set out in this Deed are in
full and final satisfaction of all claims arising in relation to the matters
referred to herein and that no party to the English Collection Account Deed
shall have any claim against the others in relation to such matters.


 


8.                                      CANCELLATION OF
POWERS OF ATTORNEY


 


8.1                                 Subject to the terms hereof, the powers of attorney set out in
Schedule 1 (the Powers
of Attorney) shall be terminated on the Termination Date.


 


8.2                                 Subject to any accrued rights, liabilities and obligations under the
Powers of Attorney and any rights and liabilities which may arise under the
Powers of Attorney after the Termination Date in respect of any act, thing or
matter which occurred under the Powers of Attorney prior to the Termination
Date which shall not be affected, with effect on and from the Termination Date,
persons appointed pursuant to the Powers of Attorney shall, subject to the
provisions of this Deed, be fully and finally released and discharged from any
and all obligations under the Powers of Attorney.


 


8.3                                 Subject to the provisions of this Deed, persons appointed pursuant
to the Powers of Attorney undertake that they will not exercise any rights, or
incur any liabilities and obligations on behalf of the grantor under the Powers
of Attorney from the Termination Date.


 


12

















 


9.                                      AGREEMENT CONTINUATION


 


9.1                                 Each of the Transaction Documents and any documents executed or
entered into pursuant thereto, where applicable as modified herein, shall
continue in full force and effect save as expressly terminated pursuant hereto.


 


9.2                                 With effect from the Termination Date, the parties agree that this
Deed will constitute a Transaction Document.


 


9.3                                 This Deed shall not prejudice or affect any liability of any parties
which may have arisen under any of Transaction Documents prior to the
Termination Date, or waive or modify any obligation thereunder to the extent it
was to be performed or observed at any time prior to the Termination Date.


 


9.4                                 The parties hereto consent to (i) the Security Agent releasing
and discharging the Relevant European Re-assigned Receivables on the terms set
out in this Deed and (ii) the termination of the Transaction Documents as per
this Deed with effect from the Termination Date.


 


10.                               REPRESENTATIONS AND WARRANTIES


 


10.1                           Each of the parties represents and warrants for the benefit of the
others as follows:


 


(a)                                  it is duly incorporated under the laws of its jurisdiction of
incorporation;


 


(b)                                 its Memorandum and Articles or other constitutional documents give
it power and all necessary corporate or other authorities have been obtained
and all necessary action taken, for it to enter into this Deed and the
transactions contemplated hereby and this Deed and the Re-Sale Documents
constitute its valid, legal and binding obligations; and


 


(c)                                  neither the signing and the delivery of this Deed nor the
performance of any of the transactions contemplated hereby does or will
contravene or constitute a default under or cause to be exceeded any limitation
in its powers or any law or regulation by which it or any of its assets is
bound or affected or its Memorandum and Articles or other constitutional
documents or any agreement to which it is a party or by which any of its assets
are bound.


 


10.2                           Buhrmann N.V. represents and warrants for the benefit of the others
as follows:


 


(a)                                  that the transactions contemplated by the Re-Sale documents do not
contravene or result in a default or any other consequences under any existing
contract, debenture, mortgage or financing arrangement, including, but not
limited to, the Senior Credit Facility, of any member of the Buhrmann Group;


 


(b)                                 that each member of the Buhrmann Group is validly incorporated and
duly constituted under the laws of the jurisdiction in which it is purported to
be incorporated; and


 


13

















 


(c)                                  that each member of the Buhrmann Group has the capacity, power and
authority to execute, deliver and perform their obligations and the
transactions contemplated under the Re-Sale Documents and that the directors or
officers of each of the parties to the Re-Sale Documents in authorising
execution of the Re-Sale Documents to which it is a party have exercised their
powers in accordance with their duties under all applicable laws and the
constitutional documents of that company.


 


11.                               STOP ISSUANCE


 


The European Master Purchaser agrees, and
each party hereto acknowledges, that as and from the Termination Date the
European Master Purchaser may not issue Buhrmann European Notes to the MTN
Issuer or the Jersey Company until the Rating Condition is satisfied.


 


12.                               SUBORDINATION OF
RIGHTS


 


Notwithstanding  any other provision of this Deed, or the winding-up of the European
Master Purchaser or the European Receivables Warehouse Company, until one year
and one day has elapsed following the payment of all sums outstanding and owing
under the latest maturing Buhrmann European Note and the cancellation of the
European Securitisation Facility, each party to this Deed agrees and
acknowledges that shall not take any proceedings against the European Master
Purchaser or the European Receivables Warehouse Company to enforce any of its rights hereunder or purport to enforce its
rights hereunder whether by exercising any set-off, or making any withholding
or deduction against any amounts otherwise due to the European Master Purchaser
or the European Receivables Warehouse Company under the Re-Sale Documents or otherwise.


 


13.                               Limited Recourse


 


Notwithstanding any other provision of this
Deed, if after applying all amounts which are required to be paid or provided
for on any Business Day in accordance with Clause 7.3 or Clause 8.3,
as the case may be, of the European Receivables Warehouse Company Deed of
Charge and the European Master Purchaser Deed of Charge, there is any amount
still owing to any party to this Deed in respect of the Re-purchase Price in
respect of the Relevant European Re-assigned Receivables, the parties to the
Deed agree and acknowledge that they shall not be entitled to take any further
steps against the European Receivables Warehouse Company or the European Master
Purchaser to recover any such sums still unpaid and all claims and all rights
to claim against the European Receivables Warehouse Company or the European
Master Purchaser in respect of each such unpaid sum shall be extinguished and
the relevant party shall not have any rights of recourse whatsoever against the
European Receivables Warehouse Company or the European Master Purchaser in
respect of any such unpaid sums.


 


14.                               FURTHER ASSURANCE


 


Each of the parties hereto undertakes to do
all acts or things and execute any further assurances or documents (including,
without limitation, the giving of notices, the termination of any filings
and/or registrations, and the making of any further filings


 


14

















 


and/or registrations consequent upon this
Deed) that may be required by law or that the other parties hereto may
reasonably consider necessary to establish, maintain and protect their rights
and generally to carry out the true intent of this Deed and the Transaction Documents
as so modified hereby.


 


15.                               COUNTERPARTS


 


This Deed may be executed and delivered in
counterparts (including by facsimile transmission), each of which will be
deemed an original.


 


16.                               RIGHTS OF THIRD
PARTIES


 


No person who is not a party to this Deed shall
have any right under the Contracts (Rights of Third Parties) Act 1999 to
enforce any term of this Deed.


 


17.                               GOVERNING LAW AND JURISDICTION


 


17.1                           This Deed shall be governed by and construed in accordance with
English law.


 


17.2                           The courts of England shall have exclusive jurisdiction to settle
any disputes which may arisen out of or in connection with this Deed.


 


17.3                           In addition, Buhrmann Office Products Nederland B.V., the European
Master Purchaser, the European Receivables Warehouse Company, the US Master
Purchaser, the Master Servicer, the Parent, the English Originators and the
Selected Dutch Originators shall at all times maintain an agent for service of
process and any other documents in proceedings in England or any proceedings in
connection with this Deed.  Such agent
shall be Buhrmann UK Limited and any writ, judgment or other notice of legal
process shall be sufficiently served on Buhrmann UK Limited if delivered to
such agent at its address for the time being. 
Buhrmann Office Products Nederland B.V., the European Master Purchaser,
the European Receivables Warehouse Company, the US Master Purchaser, the Master
Servicer, the Parent, the English Originators and the Selected Dutch
Originators undertake not to revoke the authority of the above agent and if,
for any reason, the Security Agent requests any party to do so, it shall, as
applicable, promptly appoint another such agent with any address in England and
advise each other party to this Deed and the Security Agent thereof.  If following such a request any party fails,
to appoint another agent, the Security Agent shall be entitled to appoint one
on its behalf.


 


IN WITNESS
WHEREOF the parties hereto have
caused this Deed to be duly executed the day and year first before written.


 


15

















 


SCHEDULE 1



POWERS OF ATTORNEY


 


1.                                       English Originator Powers of Attorney


 


English Originator European Receivables
Warehouse Company Proceedings Power of Attorney:


 


(a)                                  Howard Smith Paper Group Limited - European Receivables Warehouse
Company Proceedings Power of Attorney


 


(b)                                 The M6 Paper Group Limited - European Receivables Warehouse Company
Proceedings Power of Attorney


 


(c)                                  Robert Horne Group Plc - European Receivables Warehouse Company
Proceedings Power of Attorney


 


English Originator European Receivables
Warehouse Company Completion Power of Attorney:


 


(d)                                 Howard Smith Paper Group Limited - European Receivables Warehouse
Company Completion Power of Attorney


 


(e)                                  The M6 Paper Group Limited - European Receivables Warehouse Company
Completion Power of Attorney


 


(f)                                    Robert Horne Group Plc - European Receivables Warehouse Company
Completion Power of Attorney


 


English Originator Security Agent Proceedings
Power of Attorney:


 


(g)                                 Howard Smith Paper Group Limited - Security Agent Proceedings Power
of Attorney


 


(h)                                 The M6 Paper Group Limited - Security Agent Proceedings Power of
Attorney


 


(i)                                     Robert Horne Group Plc - Security Agent Proceedings Power of
Attorney


 


English Originator Security Agent Completion
Power of Attorney:


 


(j)                                     Howard Smith Paper Group Limited - Security Agent Completion Power
of Attorney


 


(k)                                  The M6 Paper Group Limited - Security Agent Completion Power of
Attorney


 


(l)                                     Robert Horne Group Plc - Security Agent Completion Power of Attorney


 


16

















 


2.                                       Dutch Originator Powers of Attorney


 


Dutch Originator Security Agent Power of
Attorney (Dutch Master Receivables Purchase Agreement):


 


(a)                                  Bührmann-Ubbens B.V. - Security Agent Power of Attorney (Dutch
Master Receivables Purchase Agreement)


 


(b)                                 Proost En Brandt B.V. - Security Agent Power of Attorney (Dutch
Master Receivables Purchase Agreement)


 


Dutch Originator European Receivables
Warehouse Company Power of Attorney (Dutch Master Receivables Purchase
Agreement):


 


(c)                                  Bührmann-Ubbens B.V. - European Receivables Warehouse Company Power
of Attorney (Dutch Master Receivables Purchase Agreement)


 


(d)                                 Proost En Brandt B.V. - European Receivables Warehouse Company Power
of Attorney (Dutch Master Receivables Purchase Agreement)


 


17

















 


SCHEDULE 2 



CONDITIONS PRECEDENT


 


1.                                       Execution of the Master Deed of Release and Termination.


 


2.                                       The following legal opinions:


 


(a)                                  a Freshfields Bruckhaus Deringer opinion as to matters of English
law in respect of the release of security and the re-sale of the English
Receivables under English law and other relevant matters;


 


(b)                                 a Freshfields Bruckhaus Deringer opinion as to matters of Dutch law
in respect of the release of security and the re-sale of Selected Dutch
Receivables under the Netherlands law and other relevant matters; and


 


(c)                                  a Freshfields Bruckhaus Deringer opinion as to matters of German law
in respect of the release of security and the re-sale of Selected Dutch
Receivables under German law and other relevant matters.


 


3.                                       Copies of Board Resolutions of English Originators, Selected Dutch
Originators, European Receivables Warehouse Company and European Master
Purchaser, inter alia,
authorising the execution of the Re-Sale Documents.


 


4.                                       Compliance Certificates of English Originators, Selected Dutch
Originators, European Receivables Warehouse Company and European Master
Purchaser.


 


5.                                       Solvency Certificates of English Originators, Selected Dutch
Originators, European Receivables Warehouse Company and European Master
Purchaser.


 


6.                                       Powers of Attorney of English Originators, Selected Dutch
Originators, European Receivables Warehouse Company and European Master
Purchaser.


 


7.                                       Rating Affirmation Letters of Moody’s and Standard and Poor’s.


 


18

















 


SCHEDULE 3


 


[Letterhead of
Deutsche Trustee Company Limited]


 


 


To:                              Silver Securitisation B.V.

Buhrmann Silver S.A.

Ruud van Bork, civil law notary


 


31
October 2003


 


Re: Master Deed of Release and
Termination


 


 


Deutsche Trustee Company Limited (the Security Agent)
hereby confirms pursuant to Clause 2 of the Master Deed of Release and
Termination between, inter alios,
the Security Agent and the addressees to this letter and dated on or about
31 October 2003 (the Master
Deed of Release and Termination) that the conditions precedent
set out in Schedule 2 of the Master Deed of Release and Termination have been
fulfilled.


 


 


	
   

  	
   

  
	
  for and on behalf of

  Deutsche Trustee Company Limited

  



 


19

















 


	
  EXECUTED and DELIVERED

  	
  )

  
	
  as a DEED
  by BUHRMANN N.V.

  	
  )

  
	
  a company incorporated in The

  	
  )

  
	
  Netherlands, by KEES BANGMA, being

  	
  )

  
	
  a person who, in accordance with the laws

  	
  )

  
	
  of that territory, is acting under the

  	
  )

  
	
  authority of the company

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  
	
  as a DEED
  by BUHRMANN US INC.

  	
  )

  
	
  a company incorporated in Delaware,

  	
  )

  
	
  by KEES
  BANGMA , being a person who,

  	
  )

  
	
  in accordance with the laws of that

  	
  )

  
	
  State, is acting under the authority

  	
  )

  
	
  of the company

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  
	
  as a DEED
  by BUHRMANN

  	
  )

  
	
  STAFDIENSTEN B.V. a company

  	
  )

  
	
  incorporated in The Netherlands,

  	
  )

  
	
  by KEES
  BANGMA, being

  	
  )

  
	
  a person who, in accordance with the laws

  	
  )

  
	
  of that territory, is acting under the

  	
  )

  
	
  authority of the company

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  
	
  as a DEED
  by BUHRMANN SILVER

  	
  )

  
	
  US LLC a company incorporated in

  	
  )

  
	
  Delaware, by KEES BANGMA, being

  	
  )

  
	
  a person who, in accordance with the laws

  	
  )

  
	
  of that State, is acting under the
  authority

  	
  )

  
	
  of the company

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  
	
  as a DEED
  by SILVER

  	
  )

  
	
  SECURITISATION B.V.

  	
  )

  
	
  a company incorporated in The Netherlands

  	
  )

  
	
  by

  	
  )

  
	
  and

  	
  )

  
	
  being a person who, in accordance with the
  laws

  	
  )

  
	
  of that territory, is acting under the
  authority

  	
  )

  
	
  of the company

  	
  )

  



 


20

















 


	
  EXECUTED and DELIVERED

  	
  )

  
	
  as a DEED
  by BUHRMANN SILVER

  	
  )

  
	
  S.A. a company incorporated in

  	
  )

  
	
  Luxembourg, by KEES BANGMA , being

  	
  )

  
	
  a person who, in accordance with the laws

  	
  )

  
	
  of that territory, is acting under the
  authority

  	
  )

  
	
  of the company

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED as a

  	
  )

  
	
  DEED by BUHRMANN

  	
  )

  
	
  EUROPCENTER N.V.

  	
  )

  
	
  a company incorporated in Belgium,

  	
  )

  
	
  by KEES
  BANGMA, being

  	
  )

  
	
  a person who, in accordance with the

  	
  )

  
	
  laws of that territory, is acting under the

  	
  )

  
	
  authority of the company

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED as a DEED

  	
  )

  
	
  by BUHRMANN
  FINED B.V.,

  	
  )

  
	
  a company incorporated in The Netherlands

  	
  )

  
	
  by KEES
  BANGMA, being a person who,

  	
  )

  
	
  in accordance with the laws of that
  territory,

  	
  )

  
	
  is acting under the authority of the
  company

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  
	
  as a DEED
  by BÜHRMANN-UBBENS

  	
  )

  
	
  B.V. a company incorporated in the

  	
  )

  
	
  Netherlands, by KEES BANGMA, being

  	
  )

  
	
  a person who, in accordance with the laws

  	
  )

  
	
  of that territory, is acting under the authority

  	
  )

  
	
  of the company

  	
   

  



 


21

















 


	
  EXECUTED and DELIVERED

  	
  )

  
	
  as a DEED
  by PROOST EN BRANDT

  	
  )

  
	
  B.V. a company incorporated in the

  	
  )

  
	
  Netherlands, by KEES BANGMA, being

  	
  )

  
	
  a person who, in accordance with the laws,

  	
  )

  
	
  of that territory is acting under the
  authority

  	
  )

  
	
  of the company

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  
	
  as a DEED
  by BUHRMANN OFFICE

  	
  )

  
	
  PRODUCTS NEDERLAND B.V.

  	
  )

  
	
  a company incorporated in the

  	
  )

  
	
  Netherlands, by KEES BANGMA, being

  	
  )

  
	
  a person who, in accordance with the laws,

  	
  )

  
	
  of that territory is acting under the
  authority

  	
  )

  
	
  of the company

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED as a

  	
  )

  
	
  DEED by KEES BANGMA

  	
  )

  
	
  (as duly authorised attorney under a Power

  	
  )

  
	
  of Attorney dated
              October
  2003)

  	
  )

  
	
  for and on behalf of ROBERT HORNE

  	
  )

  
	
  PAPER GROUP PLC

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  In the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED as a

  	
  )

  
	
  DEED by KEES BANGMA

  	
  )

  
	
  (as duly authorised attorney under a Power

  	
  )

  
	
  of Attorney dated
              October
  2003)

  	
  )

  
	
  for and on behalf of THE HOWARD

  	
  )

  
	
  SMITH PAPER GROUP LIMITED

  	
  )

  



 


22

















 


	
  In the presence of:

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED as a

  	
  )

  
	
  DEED by KEES BANGMA

  	
  )

  
	
  (as duly authorised attorney under a Power

  	
  )

  
	
  of Attorney dated
               October
  2003)

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  THE M6 PAPER GROUP LIMITED

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  In the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED as a

  	
  )

  
	
  DEED

  	
  )

  
	
  (as duly authorised attorney under a Power

  	
  )

  
	
  of Attorney dated
       October 2003)

  	
  )

  
	
  DEUTSCHE TRUSTEE COMPANY

  	
  )

  
	
  LIMITED by

  	
  )

  
	
   

  	
   

  
	
  and

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  In the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  
	
  as a DEED
  by

  	
  )

  
	
  DEUTSCHE BANK

  	
  )

  
	
  AKTIENGESELLSCHAFT a company

  	
  )

  
	
  incorporated in Germany by

  	
  )

  
	
  SUMIT CHAUDHARY and JAMIE PRATT

  	
  )

  
	
  being persons who, in accordance with the
  laws

  	
  )

  
	
  of that territory, are acting under the
  authority

  	
  )

  
	
  of the company

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  
	
  as a DEED
  by

  	
  )

  
	
  DEUTSCHE BANK AG

  	
  )

  
	
  Amsterdam Branch by

  	
  )

  
	
  SUMIT CHAUDHARY and JAMIE PRATT

  	
  )

  
	
  persons who are acting under the authority

  	
  )

  
	
  of the company

  	
  )

  



 


23

















 


	
  EXECUTED and DELIVERED

  	
  )

  
	
  as a DEED
  by

  	
  )

  
	
  DEUTSCHE BANK AG

  	
  )

  
	
  New York Branch by

  	
  )

  
	
  SUMIT CHAUDHARY and JAMIE PRATT

  	
  )

  
	
  persons who are acting under the authority

  	
  )

  
	
  of the company

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  
	
  as a DEED
  by

  	
  )

  
	
  DEUTSCHE BANK AG LONDON

  	
  )

  
	
  SUMIT CHAUDHARY and JAMIE PRATT

  	
  )

  
	
   being persons who are acting under the authority

  	
  )

  
	
  of the company

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED

  	
  )

  
	
  as a DEED
  by

  	
  )

  
	
  DEUTSCHE BANK LUXEMBOURG

  	
  )

  
	
  S.A. a company incorporated in

  	
  )

  
	
  Luxembourg, by

  	
  )

  
	
  SUMIT CHAUDHARY and JAMIE PRATT

  	
  )

  
	
  being persons who, in accordance with the
  laws

  	
  )

  
	
  of that territory, are acting under the
  authority

  	
  )

  
	
  of the company

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED as a

  	
  )

  
	
  DEED by RHEINGOLD NO.11

  	
  )

  
	
  LIMITED a company incorporated in

  	
  )

  
	
  Jersey
  by                                                ,
  being

  	
  )

  
	
  a person who, in accordance with the laws

  	
  )

  
	
  of that territory, is acting under the

  	
  )

  
	
  authority of the company

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED as a

  	
  )

  
	
  DEED by SILVER FUNDING

  	
  )

  
	
  LIMITED a company incorporated in

  	
  )

  
	
  Jersey by
                                                  ,
  being

  	
  )

  
	
  a person who, in accordance with the laws

  	
  )

  
	
  of that territory, is acting under the

  	
  )

  
	
  authority of the company

  	
  )

  



 


24

















 


	
  EXECUTED and DELIVERED as a

  	
  )

  
	
  DEED by RHEINGOLD

  	
  )

  
	
  SECURITISATION LIMITED

  	
  )

  
	
  a company incorporated in Jersey

  	
  )

  
	
  by
                                                  ,
  being

  	
  )

  
	
  a person who, in accordance with the

  	
  )

  
	
  laws of that territory, is acting under the

  	
  )

  
	
  authority of the company

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED and DELIVERED as a

  	
  )

  
	
  DEED by DEUTSCHE

  	
  )

  
	
  INTERNATIONAL CORPORATE

  	
  )

  
	
  SERVICES LIMITED a company

  	
  )

  
	
  incorporated in Jersey by                                      ,

  	
  )

  
	
  being a person who, in accordance with the laws

  	
  )

  
	
  of that territory, is acting under the
  authority

  	
  )

  
	
  of the company

  	
  )

  



 


 


For the purposes of Article 63, sub-paragraph
2 of Council Regulation (EC) No. 44/2001 of 22 December 2000 on Jurisdiction
and the Recognition and Enforcement of Judgements in Civil and Commercial
Matters, the undersigned hereby expressly and specifically accept the
jurisdiction of the competent courts of England.


 


Buhrmann Silver S.A.


 


 


	
  By

  	
   

  	
   

  



 


 


 


Deutsche Bank Luxembourg S.A.


 


 


	
  By

  	
   

  	
   

  



 


25

















 


Execution Copy


 


31 October 2003


 


BUHRMANN N.V.

BUHRMANN STAFDIENSTEN B.V.

BUHRMANN SILVER US LLC

ROBERT HORNE GROUP PLC

THE HOWARD SMITH PAPER GROUP LIMITED

THE M6 PAPER GROUP LIMITED

BUHRMANN SILVER S.A.

BUHRMANN EUROPCENTER N.V.

DEUTSCHE BANK AKTIENGESELLSCHAFT

DEUTSCHE BANK AG, New York

SILVER FUNDING LIMITED

DEUTSCHE INTERNATIONAL CORPORATE SERVICES LIMITED

BUHRMANN US INC.

SILVER SECURITISATION B.V.

BÜHRMANN-UBBENS B.V.

PROOST EN BRANDT

BUHRMANN OFFICE PRODUCTS NEDERLAND B.V.

DEUTSCHE TRUSTEE COMPANY LIMITED

DEUTSCHE BANK AG LONDON

DEUTSCHE BANK AG, Amsterdam Branch

DEUTSCHE BANK LUXEMBOURG S.A.

RHEINGOLD SECURITISATION LIMITED

BUHRMANN FINED B.V.

RHEINGOLD NO. 11 LIMITED


 


 


 


MASTER DEED OF RELEASE AND
TERMINATION

in respect of the Buhrmann Securitisation Programme


 





 

















 


CONTENTS


 


	
  CLAUSE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  CONDITIONS PRECEDENT

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  RELEASE AND DISCHARGE OF CERTAIN SELLERS

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  RELEASE AND DISCHARGE OF OTHER PARTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  RELEASE OF EUROPEAN RECEIVABLES WAREHOUSE
  COMPANY FROM SECURITY DOCUMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  RELEASE OF EUROPEAN MASTER PURCHASER FROM SECURITY DOCUMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  TERMINATION OF THE ENGLISH COLLECTION
  ACCOUNT DEED

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  CANCELLATION OF POWERS OF ATTORNEY

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  AGREEMENT CONTINUATION

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  STOP ISSUANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  SUBORDINATION OF RIGHTS

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  FURTHER ASSURANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  COUNTERPARTS

  	
   

  
	
   

  	
   

  	
   

  
	
  16.

  	
  RIGHTS OF THIRD PARTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  17.

  	
  GOVERNING LAW AND JURISDICTION

  	
   

  
	
   

  	
   

  
	
  SCHEDULE 1 POWERS OF ATTORNEY

  	
   

  
	
   

  	
   

  
	
  SCHEDULE 2 CONDITIONS PRECEDENT

  	
   

  
	
   

  	
   

  
	
  SCHEDULE 3

  	
   

  



 


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