Exhibit 4.10


 


THIS AGREEMENT
was made 31 October 2003


 


Between:


 


(1)                                  BUHRMANN 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)                                  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, each as an Originator under the Dutch Master Receivables Purchase
Agreement (in such capacity, each a Dutch Originator); and


 


(3)                                  DEUTSCHE TRUSTEE COMPANY LIMITED, (formerly known as Bankers Trustee Company Limited), a limited
liability company incorporated in England and Wales (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 person or persons for the time being acting as the security agent
or agents pursuant to the European Receivables Warehouse Company Security
Documents and the European Receivables Warehouse Company Security Documents).


 


WHEREAS:


 


(A)          The
European Receivables Warehouse Company wishes to re-sell and to assign, and the
Selected Dutch Originators wish to re-purchase the Selected Dutch Receivables
and Ancillary Rights relating thereto, on the terms and subject to the
conditions set out in this Agreement.


 


(B)           The
Security Agent is entering into this Agreement in order to receive the benefit
of certain representations expressed in it and the European Receivables Warehouse
Company’s favour hereunder but the Security Agent shall not assume or incur any
liability whatsoever to (1)  the European Receivables Warehouse Company or
(2) the Selected Dutch Originators by virtue of the provisions contained
in this Agreement.


 


IT IS AGREED as follows:


 


1.             DEFINITIONS
AND INTERPRETATION


 


1.1         (a)   Capitalised terms in this Agreement
(including the Recitals) 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, each of the
parties hereto 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)                                 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 Agreement mutatis mutandis.  In the event of any conflict between the
provisions of this Agreement and the Provisions, the Provisions shall prevail.


 


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


 


European Master
Purchaser Dutch Offer to Re-sell
means the offer which may be made by the Master Purchaser to sell and to assign
all of its right, title, interest and benefit (present and future) in and to
the Selected Dutch Receivables to the European Receivables Warehouse Company;


 


European
Receivables Warehouse Company Dutch Offer to Re-sell means the offer which may be made by the European Receivables
Warehouse Company to sell and to assign all of its right, title, interest and
benefit (present and future) in and to the Selected Dutch Receivables to the
Selected Dutch Originators;


 


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;


 


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


 


Redemption Date
means 25 November 2003;


 


2

















 


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;


 


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.; and


 


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.             OFFER


 


The European Receivables Warehouse Company
hereby notifies the Selected Dutch Originators that it intends on any Business
Day to make an offer to re-sell and to assign (the European Receivables Warehouse
Company Dutch Offer to Re-sell) to the Selected Dutch
Originators all of its right, title, interest and benefit (present and future)
in and to the Selected Dutch Receivables. 
If the European Receivables Warehouse Company wishes to make a European
Receivables Warehouse Company Dutch Offer to Re-sell to the Selected Dutch
Originators then it will make such European Receivables Warehouse Company Dutch
Offer to Re-sell by delivering to the Selected Dutch Originators an Invoices
File containing details of the Selected Dutch Receivables in respect of which
the European Receivables Warehouse Company Dutch Offer to Re-sell is being
made, by no later than 5.00 p.m. (Central


 


3

















 


European Time) on the Business Day following
the Business Day on which such Invoices File was produced (and so that completed
transmission of the data file comprising the relevant Invoices File in
electronic form shall constitute delivery of the offer).


 


The effectiveness of a European Master
Purchaser Dutch Offer to Re-sell to the European Receivables warehouse Company
is subject to the condition that payment of the Euro Re-purchase Price in
respect of any Selected Dutch Receivable will be made in accordance with Clause
5


 


The Selected Dutch Originators may accept any
such offer to re-sell only in the manner specified in Clause 3.1.


 


3.             ACCEPTANCE


 


3.1           Acceptance:  Any European Receivables Warehouse Company Dutch Offer to Re-sell
made by the European Receivables Warehouse Company in accordance with Clause 2
shall be irrevocable up to the end of the fourth Business Day following the
Business Day on which the Invoices File delivered at the time the European
Receivables Warehouse Company Dutch Offer to Re-sell was produced, after which
time the European Receivables Warehouse Company Dutch Offer to Re-sell shall
lapse.  Any such European Receivables
Warehouse Company Dutch Offer to Re-sell may be accepted by the Selected Dutch
Originators:


 


(a)                                  identifying (or procuring that the Master Servicer identifies) by
the use of a “1” (indicating “yes”) designation in the column entitled “Bought
Back Column” contained within each Invoices File (and which is held as a data
file in the computer systems of the Selected Dutch Originators) the Selected
Dutch Receivable subject to such European Receivables Warehouse Company Dutch
Offer to Re-sell, as having been sold to Selected Dutch Originators; and


 


(b)                                 paying to the European Receivables Warehouse Company or procuring
the payment to the European Receivables Warehouse Company for value on the
Termination Date of the Euro Re-purchase Price in respect of the Selected Dutch
Receivables subject to such European Receivables Warehouse Company Dutch Offer
to Re-sell.


 


3.2           The
payment of the Euro Re-purchase Price in respect of any Selected Dutch
Receivable identified in the manner referred to in paragraph (a) above to the
account as set out in Clause 5.3 shall constitute an unconditional and
irrevocable acceptance of such European Receivables Warehouse Company Dutch
Offer to Re-sell in respect of such Selected Dutch Receivable.


 


The European Receivables Warehouse Company
Dutch Offer to Re-sell shall not be capable of acceptance in relation to any
Selected Dutch Receivable in any other manner.


 


4

















 


4.             CONSIDERATION


 


Consideration: The consideration payable by the Selected Dutch Originators to the
European Receivables Warehouse Company in respect of the purchase of the
benefit of the Selected Dutch Receivables shall (subject to the provisions
below) be the Euro Re-purchase Price, which shall be payable in accordance with
Clause 5.  The Euro Re-purchase
Price shall be exclusive of any Taxes which the European Receivables Warehouse
Company may be liable to account for in respect of the sale of Selected Dutch
Receivables hereunder and accordingly the European Receivables Warehouse
Company shall be entitled to add any amounts to the Euro Re-purchase Price in
respect of any such Taxes.


 


5.             PAYMENT OF THE
EURO RE-PURCHASE PRICE AND OTHER PAYMENTS


 


5.1           Euro Re-purchase Price:  The Euro Re-purchase Price payable in respect
of the Selected Dutch Receivables shall be payable by the Selected Dutch
Originators to the European Receivables Warehouse Company, subject to and in
accordance with Clause 7.3 of the European Receivables Warehouse Company Deed
of Charge, on the Termination Date in respect of the Selected Dutch Receivable.


 


5.2           No Other
Payments for Selected Dutch Receivables: The Selected Dutch Originators shall
not be obliged to pay any sum to the European Receivables Warehouse Company in
respect of the Euro Re-purchase Price of the Selected Dutch Receivables except
as provided for in Clause 4 or this Clause 5.


 


5.3           Account for Payment:


 


(a)                                  An amount equal to the Euro Re-purchase Price will be paid into the
European Master Purchaser Euro MTN Principal Reserve Account if the European
Receivables Warehouse Company Dutch Offer to Re-Sell is accepted.


 


(b)                                 The parties hereto acknowledge that the effect of the payment to the
European Master Purchaser by the Selected Dutch Originators of the Euro
Re-purchase Price in accordance with this Clause 5.3 shall constitute an
effective discharge of all obligations of the Selected Dutch Originators to pay
the European Receivables Warehouse Company the Euro Re-purchase Price.  On such payment, the relevant Selected Dutch
Receivables together with the benefit of all Ancillary Rights related thereto
shall be assigned and transferred to the Selected Dutch Originators.


 


5.4           Pre-Completion Collections: The European
Receivables Warehouse Company and the Selected Dutch Originators agree that in
the event that any amounts are received from an Obligor in respect of any
Selected Dutch Receivable between the date on which the Invoices File in
respect thereof was delivered to the Selected Dutch Originators pursuant to
Clause 2 and the Termination Date in respect thereof, such amounts will be for
the account of the Selected Dutch Originators.


 


5.5           No Set-offs
for Stamp Duty:  The Selected Dutch Originators shall
not be entitled to off-set against the Euro Re-purchase Price or any part of it
any stamp duty (or any other similar tax or duty on documents or the transfer
of title to property) on


 


5

















 


any assignment of any Selected Dutch
Receivable which has not been paid by the European Receivables Warehouse
Company.


 


6.             COMPLETION


 


Title: Transfer of title to any Selected Dutch Receivables in respect of
which the offer to purchase is accepted in accordance with Clause 3.1 shall
take place on the date (the Termination Date) upon which European Receivables Warehouse
Company Dutch Offer to Re-sell is accepted in accordance with Clause 3.1.  The European Receivables Warehouse Company
Dutch Offer to Re-sell shall constitute at the same time an offer by the
European Receivables Warehouse Company to assign the Selected Dutch Receivables
so offered and the acceptance of such European Receivables Warehouse Company
Dutch Offer to Re-sell by the Selected Dutch Originators shall at the same time
constitute the acceptance of such offer to assign each of the Selected Dutch
Receivables so offered.


 


7.             TAXATION


 


Value Added Tax and Sales Tax:


 


(a)                                  Any amounts stated in this Agreement to be payable, or payable in
connection with this Agreement, by the European Receivables Warehouse Company
are exclusive of value added tax, sales tax, purchase tax or other similar
taxes or duties and accordingly, to the extent that any such taxes arise in
respect of such payments, the European Receivables Warehouse Company shall not
pay any amount charged in respect of any such taxes or duties.


 


(b)                                 Any amounts stated in this Agreement to be payable, or payable in
connection with this Agreement, by the European Receivables Warehouse Company
to the Selected Dutch Originators are inclusive of value added tax, sales tax,
purchase tax or other similar taxes or duties.


 


8.             REPRESENTATIONS,
WARRANTIES AND UNDERTAKINGS


 


8.1           On the Termination Date:


 


(i)             by
entering into this Agreement, the European Receivables Warehouse Company hereby
represents and warrants to the Selected Dutch Originators on the Termination
Date in the terms set out in Part 1 and Part 2 of Schedule 1 with
reference to the facts and circumstances then subsisting; and


 


(ii)          by
entering into this Agreement, the Selected Dutch Originators hereby represent
and warrant to the European Receivables Warehouse Company on the Termination
Date that none of the Selected Dutch Originators has agreed, or will agree, to
grant the European Receivables Warehouse Company a preference over other
creditors.


 


8.2           Reliance:  The European Receivables
Warehouse Company acknowledges that:


 


6

















 


(a)                                  the representations and warranties set out in Schedule 1 are
made with a view to inducing the Selected Dutch Originators to enter into the
Re-Sale Documents and the transactions contemplated hereby and thereby and have
caused and will cause the Selected Dutch Originators to take other actions in
relation to such Re-Sale Documents and transactions contemplated hereby and
that the Selected Dutch Originators will rely upon such representations,
warranties, covenants and undertakings notwithstanding any information in fact
possessed or discoverable by or otherwise disclosed to any of them;


 


(b)                                 the Selected Dutch Originators have not made nor will it make
inquiries of or in respect of (i)  any
person which owes any payment or other obligation to the European Receivables
Warehouse Company in respect of the Selected Dutch Receivables; (ii)  the sums receivable under or stated to be
receivable in respect of any Selected Dutch Receivable; (iii)  the terms of any contract, guarantee,
indemnity, letter of credit, bill of exchange or any other agreement or
arrangement relating to a Selected Dutch Receivable; (iv)  any compensation, guarantee or insurance
scheme or policy which may be relevant to a Selected Dutch Receivable; or
(v)  the creditworthiness or suitability
of any Obligor, or any other party to any arrangement or agreement relating to
a Selected Dutch Receivable; and


 


(c)                                  although the Selected Dutch Originators and certain other entities
have seen copies of and may have conducted checks or analysis of the contracts
from which the Selected Dutch Receivables derive and may have made and/or may
in the future make enquiries of the type mentioned in Clause 8.2(b), that
fact shall not in any way limit or affect the European Receivables Warehouse
Company’s obligations under the representations and warranties contained in
Schedule 1.


 


9.             TRANSACTION DOCUMENT


 


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


 


10.          PROTECTION OF
EUROPEAN RECEIVABLES WAREHOUSE COMPANY; FURTHER ASSURANCE


 


10.1         Subordination
of European Receivables Warehouse Company’s Rights:  Notwithstanding any other provision of this Agreement, or the
winding-up of the European Receivables Warehouse Company or the Selected Dutch
Originators until one year and one day has elapsed following the later of
(a) the payment of all sums outstanding and owing in respect of the
European Receivables Warehouse Company Secured Obligations and (b) the
payment of all sums outstanding and owing in respect of the European
Receivables Warehouse Company Secured Obligations, the Selected Dutch
Originators shall not take any proceedings against 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 Selected
Dutch Originators under this Agreement or any of the Re-Sale Documents or
otherwise.


 


7

















 


10.2         Choice of
Law: This Agreement
shall be governed by and construed in accordance with the laws of Germany.


 


10.3         Jurisdiction: Each of the parties hereto
irrevocably agrees that the competent courts of The Netherlands shall have
jurisdiction to hear and determine any suit, action or proceeding, and to
settle any disputes, which may arise out of or in connection with this
Agreement and, for such purposes, irrevocably submits to the jurisdiction of
such courts.  Each of the parties hereto
irrevocably waives any objection which it might now or hereafter have to the
courts of Amsterdam being nominated as the appropriate forum and agrees not to
claim that any such court is not a convenient or appropriate forum.


 


8

















 


SCHEDULE 1


 


Part 1 

Representations and Warranties relating to the European Receivables Warehouse
Company


 


(a)           Status:  it is duly incorporated with limited liability
and validly existing under the laws of The Netherlands;


 


(b)           Powers and Authorisations:  the documents which contain or establish its
constitution include provisions which give power, and all necessary corporate
authority has been obtained and action taken, for it to own its assets, carry
on its business and operations as they are now being conducted and to sign and
deliver, and perform the transactions contemplated in the Re-Sale Documents to
which it is a party;


 


(c)           Legal
Validity/Pari Passu Ranking:
 its obligations under the
Re-Sale Documents constitute, or when executed by it will constitute, its
legal, valid and binding obligations enforceable against it in accordance with
their respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganisation, moratorium or similar laws affecting
the enforcement of creditors’ rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law).  Its obligations thereunder are and will be
direct, unconditional and general obligations which rank equally with all its
other unsecured obligations and liabilities, present or future, actual or
contingent, save for unsecured obligations and liabilities accorded preference
over its other unsecured obligations and liabilities pursuant to any provision
of the laws of The Netherlands;


 


(d)           Non-Violation:  the
execution, signing and delivery of the Re-Sale Documents to which it is a party
and the performance of any of the transactions contemplated in any of them do
not and will not contravene or breach or constitute a default under or conflict
or be inconsistent with or cause to be exceeded any limitation on it or the
powers of its directors imposed by or contained in:


 


(i)       any
law, statute, decree, rule or regulation to which it or any of its assets or
revenues is subject or of any order, judgment, injunction, decree, resolution,
determination or award of any court or any judicial, administrative, or
governmental authority or organisation which applies to it or any of its assets
or revenues; or


 


(ii)      any
agreement, indenture, mortgage, deed of trust, bond, or any other document,
instrument or obligation to which it is a party or by which any of its assets
or revenues is bound or affected; or


 


(iii)     any
document which contains or establishes its constitution;


 


(e)           Consents:  no
authorisation, approval, consent, licence, exemption, registration, recording,
filing or notarisation and no payment of any duty or tax and no other action whatsoever
which has not been duly and unconditionally obtained, made or taken is required
to ensure (i) the creation, validity, legality, enforceability or


 


9

















 


priority of its liabilities and obligations
or of the rights of the Selected Dutch Originators or the Security Agent
against it under the Re-Sale Documents or (ii) the effective sale, substitution
and transfer of Selected Dutch Receivables to the Selected Dutch Originators
subject to and in accordance with this Agreement;


 


(f)            Solvency:  it is solvent and able to pay its debts as
they fall due and has not suspended or threatened to suspend making payments
(whether of principal or interest) with respect to all or any class of its
debts and will not become insolvent or unable to pay its debts in consequence
of any sale of the Selected Dutch Receivables under this Agreement or any other
obligation or transaction contemplated in the Re-Sale Documents;


 


(g)           Insolvency
Procedures:  no corporate
action has been taken or is pending, no other steps have been taken (whether
out of court or otherwise) and no legal proceedings have been commenced or are
threatened or are pending for (i) its winding-up, liquidation,
dissolution, administration or reorganisation; or (ii) it to enter into
any composition or arrangement with its creditors; or (iii) the
appointment of a receiver, administrative receiver, trustee or similar officer
in respect of it or any of its property, undertaking or assets.  No event equivalent to any of the foregoing
has occurred in or under the laws of any relevant jurisdiction; and


 


(h)           Licences: it has all necessary licences,
consents and authorisations for carrying on its business.


 


(i)            Preference: it is not aware that a petition
for a Selected Dutch Originator’s bankruptcy has been filed and it is not aware
that it is granted a preference over other creditors of the Selected Dutch
Originators.


 


10

















 


SCHEDULE 1


 


Part 2

Representations and Warranties relating to the Selected Dutch Receivables


 


(a)           Ownership of
Selected Dutch Receivables:
it is immediately prior to the Termination Date the sole legal and
beneficial owner of Selected Dutch Receivables and is entitled to sell and
assign and is selling and assigning them to the Selected Dutch Originators free
from any Encumbrance;


 


(b)           Transfer and Good Title:  in relation to each Selected Dutch
Receivable, the information set out in each Invoices File and Counterparty File
and the particulars of each Selected Dutch Receivable set out in any other
information and statements of any kind supplied or to be supplied to the
European Receivables Warehouse Company as evidence of or relating to a Selected
Dutch Receivable are true, accurate, correct, complete and not misleading; and


 


(c)           Arms length:  each sale and assignment
of the Selected Dutch Receivables in accordance with this Agreement has
been made by the European Receivables Warehouse Company on arm’s length terms.


 


11

















 


EXECUTION PAGES


 


Signed by the duly authorised representatives
of the parties.


 


	
  SIGNED by KEES BANGMA

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  BUHRMANN SILVER S.A.

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED by KEES BANGMA

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  BÜHRMANN-UBBENS B.V.

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED by KEES BANGMA

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  PROOST EN BRANDT

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED by

  	
  )

  
	
  and

  	
  )

  
	
  for and on behalf of

  	
  )

  
	
  DEUTSCHE TRUSTEE COMPANY

  	
  )

  
	
  LIMITED

  	
  )

  



 


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 The Netherlands.


 


Buhrmann Silver S.A.


 


 


	
  By:

  	
   

  	
   

  



 


12

















 


CONTENTS


 


	
  Clause

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  OFFER

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  ACCEPTANCE

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  CONSIDERATION

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  PAYMENT OF THE EURO RE-PURCHASE PRICE AND OTHER PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  COMPLETION

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  TAXATION

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  REPRESENTATIONS, WARRANTIES AND
  UNDERTAKINGS

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  TRANSACTION DOCUMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  PROTECTION OF EUROPEAN RECEIVABLES WAREHOUSE COMPANY; FURTHER
  ASSURANCE

  	
   

  
	
   

  	
   

  
	
  SCHEDULE 1

  	
   

  
	
   

  	
   

  
	
  PART 1 REPRESENTATIONS AND WARRANTIES
  RELATING TO THE EUROPEAN RECEIVABLES WAREHOUSE COMPANY

  	
   

  
	
   

  	
   

  
	
  SCHEDULE 1

  	
   

  
	
   

  	
   

  
	
  PART 2 REPRESENTATIONS AND WARRANTIES
  RELATING TO THE SELECTED DUTCH RECEIVABLES

  	
   

  



 


1

















 


Execution Copy


 


31 October 2003


 


 


BUHRMANN SILVER S.A.

(as European Receivables Warehouse Company)


 


BÜHRMANN-UBBENS B.V.

PROOST EN BRANDT

(as Selected Dutch Originators)


 


DEUTSCHE TRUSTEE COMPANY LIMITED 

(as Security Agent)


 


 


ONWARD DUTCH RECEIVABLES

RE-PURCHASE AGREEMENT