Exhibit 4.13


 


THIS AGREEMENT is made on 31 October 2003 in Amsterdam


 


BETWEEN


 


(1)                                  BUHRMAN SILVER S.A.,  a limited liability
company incorporated in Luxembourg  (registered
number 75881) whose registered office is at 398 Route d’Esch, L-1471
Luxembourg (the European
Receivables Warehouse Company);


 


(2)                                  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
Industrial Estate, Macclesfield, Cheshire SK10 2NY (each an English Originator
and, together the English
Originators); and


 


(3)                                  DEUTSCHE TRUSTEE COMPANY LIMITED (formerly known as Bankers Trustee Company Limited) (registered
number 338230) whose registered office is at Winchester House, 1 Great
Winchester Street, London EC2N 2DB (the Security Agent, which expression shall include such
person and all other persons for the time being acting as the security agent or
agents pursuant to the European Receivables Warehouse Company Security Documents).


 


WHEREAS:


 


The European Receivables Warehouse Company
has agreed to re-sell and the English Originators have agreed to re-purchase
the English Receivables purchased by the European Receivables Warehouse Company
from the European Master Purchaser pursuant to the European Master Purchaser
Sale and Purchase Agreement dated of even date herewith, together with the
benefit of all Ancillary Rights, on the terms and subject to the conditions
contained herein.


 


1.                                      INTERPRETATION


 


1.1         (a)          Capitalised
terms in this Agreement (including the Recital 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 (the Framework Deed)  executed by, among
others, the English Originators and the Security Agent 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 parties to it) and this
Agreement shall be construed in accordance with the principles of construction
set out therein.


 


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


 


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


 


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;


 


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;


 


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;


 


2

















 


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 31 October 2003.


 


2.                                      SALE AND
PURCHASE OF THE ENGLISH
RECEIVABLES


 


2.1                                 European Receivables Warehouse Company Sale
of the English Receivables:  The European Receivables Warehouse Company shall re-sell to the
English Originators and the English Originators shall re-purchase all of the
European Receivables Warehouse Company’s right, title, interest and benefit
(present and future) in and to the English Receivables originated respectively
by each English Originator with effect from the Termination Date and the
English Originators hereby agree to give effect to the same by taking an
assignment of the relevant English Receivables together with the benefit of all
Ancillary Rights related thereto.


 


2.2                                 Incorporation of Re-Sale English Standard
Terms and Conditions:  The Re-Sale English Standard Terms and Conditions signed on 31
October 2003 for the purposes of identification by Freshfields Bruckhaus
Deringer (the Re-Sale
English Standard Terms and Conditions) shall be expressly and
specifically incorporated into this Agreement.


 


2.3                                 Conditions: The
sale and purchase of the English Receivables under Clause 2.1 shall be subject
to and conditional upon the payment of the Sterling Re-purchase Price in
accordance with Clause 4 of the Re-Sale English Standard Terms and
Conditions.


 


3

















 


2.4                                 Sterling  Re-purchase Price


 


(a)                                  The consideration payable by the English Originators shall be the
Sterling Re-purchase Price.


 


(b)                                 An amount equal to the Sterling Re-purchase Price shall be paid into
the European Master Purchaser Euro MTN Principal Reserve Account.


 


(c)                                  The parties hereto acknowledge that the effect of the payment to the
European Master Purchaser by the English Originators of the Sterling
Re-purchase Price in accordance with this Clause 2.4 shall constitute an
effective discharge of all obligations of the English Originators to pay the
European Receivables Warehouse Company the Sterling Re-purchase Price. On such
payment, the relevant English Receivables together with the benefit of all Ancillary
Rights related thereto shall be assigned and transferred to the English
Originators.


 


3.                                      TRANSACTION DOCUMENT


 


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


 


4.                                      GOVERNING LAW


 


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


 


4

















 


	
  SIGNED by KEES BANGMA

  	
  )

  
	
  on behalf of

  	
  )

  
	
  BUHRMANN SILVER S.A.

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED by KEES BANGMA

  	
  )

  
	
  on behalf of

  	
  )

  
	
  ROBERT HORNE PAPER GROUP PLC

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED by KEES BANGMA

  	
  )

  
	
  on behalf of

  	
  )

  
	
  THE HOWARD SMITH PAPER GROUP

  	
  )

  
	
  LIMITED

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED by KEES BANGMA

  	
  )

  
	
  on behalf of

  	
  )

  
	
  THE M6 PAPER GROUP LIMITED

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED by

  	
  )

  
	
  and

  	
  )

  
	
  on behalf of DEUTSCHE TRUSTEE

  	
  )

  
	
  COMPANY LIMITED

  	
  )

  



 


5

















 


Execution Copy


 


31 October
2003


 


 


BUHRMANN SILVER S.A.

(the European Receivables Warehouse
Company)


 


 


ROBERT HORNE GROUP PLC

THE HOWARD SMITH PAPER GROUP LIMITED

THE M6 PAPER GROUP LIMITED

(as English Originators)


 


 


DEUTSCHE TRUSTEE
COMPANY LIMITED

(as Security Agent)


 


 


EUROPEAN RECEIVABLES WAREHOUSE
COMPANY

SALE AND PURCHASE AGREEMENT


 


 





 

















 


CONTENTS


 


	
  CLAUSE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  SALE AND PURCHASE OF THE ENGLISH
  RECEIVABLES

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  TRANSACTION DOCUMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  GOVERNING LAW

  	
   

  



 


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